Alameda City Council
September 3, 2024

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SERVICE PROVIDER AGREEMENT

This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this _ of _______, 2024 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and CARAHSOFT TECHNOLOGY CORPORATION, a Virginia corporation qualified to do business in California, whose address is 11493 Sunset Hills Road, Suite 100, Reston, VA 20190. (“Provider” or “Contractor”), in reference to the following facts and circumstances:

RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: Workiva Software Subscription Renewal for five years, for creation of the City’s Annual Comprehensive Financial and Popular Annual Financial Reports. Provider was selected after receiving quotations from the Provider and from Vertosoft, both software distributors for Workiva.

C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement which is obtaining and providing Workiva and Wdesk.

Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement.

D. Whereas, the City Council authorized the City Manager to execute this agreement on _________________.

E. The City and Provider desire to enter into an agreement for a Workiva Software Subscription, upon the terms and conditions herein.

AGREEMENT

NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the 22nd day of September 2024, and shall terminate on the 21st day of September 2029, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit 1 as requested. Provider acknowledges that the work plan included in Exhibit 1 is tentative and does not commit the City to request Provider to perform all tasks included therein.

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3. COMPENSATION TO PROVIDER:
a. Pricing and accounting of charges are to be according to the fee schedule as set forth in this Section 3.
b. The total five-year compensation for this Agreement shall not exceed $313,713.53.

Compensation for work done under this Agreement, shall not exceed as follows:

FY 24-25 total compensation shall not exceed $56,774.23 FY 25-26 total compensation shall not exceed $59,612.95 FY 26-27 total compensation shall not exceed $62,593.60 FY 27-28 total compensation shall not exceed $65,723.29 FY 28-29 total compensation shall not exceed $69,009.46 Total five-year compensation shall not exceed $313,713.53

4. TIME IS OF THE ESSENCE:

Provider and the City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.

Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

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workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this Agreement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.

Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8.

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c. Provider’s obligation to indemnify, defend and hold harmless Indemnities shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections

10.b. (1) through (5). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:

Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:

Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 will be Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

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considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.

(4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim

Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.

(5) Cyber Liability:

Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

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as credit monitoring expenses with limits sufficient to respond to these obligations with the following minimum limits:
$2,000,000 per occurrence or claim.

As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

Additional Insured coverage under Provider’s policy shall be primary and non-contributory and will not seek contribution from the City’s insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:

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If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.

Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider.

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c. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

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reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of: (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Finance Department
2263 Santa Clara Ave, Room 220
Alameda, CA 94501
ATTENTION: Ross McCarthy, Controller
Ph: (510) 747-4850
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

Carahsoft
Renewals Department
11493 Sunset Hills Road, Suite 100
Reston, VA 20190
ATTENTION: Michelle Rios or Dawn Miller, Account Representatives Ph: (571) 591-6448, [email protected] / [email protected] f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Finance Department
2263 Santa Clara Ave, Room 220
Alameda, CA 94501
ATTENTION: Ross McCarthy, Controller
Ph: (510) 747-4850 / [email protected]

18. SAFETY:

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a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS’ FEES:

In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEALTH AND SAFETY REQUIREMENTS.

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Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

22. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

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requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.

Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

27. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

29. SIGNATORY:

By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

30. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

31. NONDISCRIMINATION – FEDERAL REQUIREMENTS:
a. Provider certifies and agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, sex, age, or condition or physical or mental handicap (as defined in 41 C.F.R. Section 60-741, et seq.), in accordance with requirement of state or federal law. Provider shall take affirmative action to ensure that qualified applicants are employed and that employees are treated during employment without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap in accordance with requirements of state and federal law. Such shall include, but not be limited to, the following:

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A. Employment upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation.

B. Selection for training, including interns and apprentices. (i) Provider agrees to post in conspicuous places in each of Provider’s facilities providing services hereunder, available and open to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (ii) Provider shall, in all solicitations or advertisements for employees placed by or on behalf of Provider, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap, in accordance with requirements of state and federal law. (iii) Provider shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers’ representative of Provider’s commitments under this paragraph.
(iv) Provider certifies and agrees that it will deal with its subcontractors, bidders, or vendors without regard to race, color, religion, national origin, ancestry, sex, age, or condition of physical or mental handicap, in accordance with requirement of state and federal law. (v) In accordance with applicable state and federal law, Provider shall allow duly authorized county, state and federal representatives access to its employment records during regular business hours in order to verify compliance with the anti-discrimination provisions of this paragraph. Provider shall provide such other information and records as such representatives may require in order to verify compliance with the anti-discrimination provisions of this paragraph.
b. If the City finds that any of the provisions of this paragraph have been violated, the same shall constitute a material breach of Agreement upon which the City may determine to cancel, terminate, or suspend this Agreement. The City reserves the right to determine independently that the anti-discrimination provisions of this Agreement have been violated. In addition, a determination by the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that Provider has violated state and federal anti- discrimination laws shall constitute a finding by the City that Provider has violated the anti- discrimination provisions of Agreement.
c. The parties agree that in the event Provider violates any of the anti-discrimination provisions of this paragraph, the City shall be entitled, at its option, to the sum of $500.00 pursuant to California Civil Code Section 1671 as liquidated damages in lieu of canceling, terminating, or suspending this Agreement.
d. Provider hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. Section 794), all requirements imposed by the applicable regulations, and all guidelines and interpretations issued pursuant thereto, to the end that no qualified handicapped person shall, on the basis of handicap, be excluded from participation in, be Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

Carahsoft Technology Corporation 14 Version 04-22-24
denied the benefits of, or otherwise be subjected to discrimination under any program or activity of Provider receiving Federal Financial Assistance. In addition, Provider shall comply with the Uniform Federal Accessibility Standards, and Provider, Engineer, or Architect responsible for any design, construction or alteration shall certify compliance with those Standards. e. Provider’s attention is directed to laws, including but not limited to:

A. CIVIL RIGHTS/EQUAL OPPORTUNITY
(i) Civil Rights Act of 1964. Under Title VII of the Civil Rights Act of 1964, no person shall, on the grounds of race, sex, religion, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. (ii) Section 109 of the Housing and Community Development Act of 1974. No person in the United States shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. (iii) Section 109 of the Act further provides that any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.) or with respect to an otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) shall also apply to any program or activity funded in whole or in part with funds made available pursuant to the Act.

B. PROGRAM ACCESSIBILITY FOR INDIVIDUALS WITH

DISABILITIES
This Agreement is subject to laws and regulations concerning the rights of otherwise qualified individuals with handicaps for equal participation in, and benefit from federally assisted programs and activities, including but not limited to:
(i) Americans with Disabilities Act of 1990 (ADA) (28 C.F.R. 35).

Title II, Subpart A of the Americans with Disabilities Act of 1990 applies to all publicly funded activities and programs. Provider shall also comply with the public accommodations requirements of Title III of the ADA, as applicable.
(ii) Nondiscrimination on the Basis of Handicap (24 C.F.R. 8). These regulations, which implement Section 504 of the Rehabilitation Act of 1973, as amended, and as cited in Section 109 of the Housing and Community Development Act, apply to all federally assisted activities and programs and are implemented through the regulations at 24 C.F.R. 8. (iii) Architectural Barrier Act of 1968. Any building or facility, excluding privately owned residential structures, designed, constructed, or altered with federal funds, shall comply with the Uniform Federal Accessibility Standards, 1984 (41 C.F.R. 3) and the Handicapped Accessibility Requirements of the State of California Title 24. The Consultant, Engineer or Architect responsible for such design, construction or alteration shall certify compliance with the above standards.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

Carahsoft Technology Corporation 15 Version 04-22-24
(iv) In resolving any conflict between the accessibility standards cited in paragraphs (i), (ii) and (iii) above, the more stringent standard shall apply.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

Carahsoft Technology Corporation 1 Version 04-22-24
IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

CARAHSOFT TECHNOLOGY CITY OF ALAMEDA
CORPORATION a municipal corporation
a Virginia corporation

Craig P. Abod Jennifer Ott
Board President City Manager

RECOMMENDED FOR APPROVAL

Jennifer Kanach
Board Secretary

Margaret O’Brien
Finance Director

APPROVED AS TO FORM:

City Attorney

Michael H. Roush
Special Counsel

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS 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.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

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. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
7/11/2024
Marsh & McLennan Agency LLC
5500 Cherokee Avenue, Suite 300
Alexandria VA 22312
800-274-0268
[email protected]
The Cincinnati Insurance Company
10677

CARAHTECHN
Endurance Assurance Corporation
11551
Carahsoft Technology Corp.

FedResults, Inc.
11493 Sunset Hills Road
Suite 100
Reston VA 20190
National Union Fire Ins Co PittsburghPA
19445
CNA Insurance Company Limited
2186
1988980676
A
X
1,000,000
X
500,000
10,000
1,000,000
2,000,000
X
ENP0651059
4/19/2024
4/19/2025
2,000,000
A
1,000,000
X
X
X
EBA0651059
4/19/2024
4/19/2025
A
X
X
5,000,000
ENP0651059
4/19/2024
4/19/2025
5,000,000
B
C
D
Cyber & Professional Liability
Crime
Excess Cyber
NRO30043701400
024159114
768765766
8/27/2023
2/5/2024
1/1/2024
8/27/2024
2/5/2025
1/1/2025
$10,000,000 Occ
$5,000,000 Limit
$10,000,000 Limit
$10,000,000 Agg
$50,000 Deductible
$1,000,000 Deduct
City of Alameda
2263 Santa Clara Avenue
Alameda CA 94501
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

WLTR005

THE HARTFORD

BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251 July 11, 2024
City of Alameda
2263 SANTA CLARA AVE
ALAMEDA CA 94501
Account Information:

Policy Holder Details : CARAHSOFT TECHNOLOGY CORP
Contact Us
Need Help?
Chat online or call us at
(866) 467-8730.

We're here Monday - Friday.

Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns.

Sincerely,
Your Hartford Service Team
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
07/11/2024

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER

AUTOMATIC DATA PROCESSING INS AGCY
76250717
71 HANOVER ROAD
FLORHAM PARK NJ 07932
CONTACT NAME:

PHONE
(A/C, No, Ext):
(800) 524-7024 FAX
(A/C, No):

E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A : Hartford Fire and Its P&C Affiliates 00914

INSURED

CARAHSOFT TECHNOLOGY CORP
11493 SUNSET HILLS RD STE 100
RESTON VA 20190-5230
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDL
INSR
SUBR
WVD

POLICY NUMBER POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/Y YYY) LIMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE

CLAIMS-MADE OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE

POLICY PRO-
JECT

LOC PRODUCTS - COMP/OP AGG
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO BODILY INJURY (Per person)

ALL OWNED
AUTOS

SCHEDULED
AUTOS BODILY INJURY (Per accident)
HIRED
AUTOS

NON-OWNED
AUTOS

PROPERTY DAMAGE
(Per accident)

UMBRELLA LIAB

EXCESS LIAB
OCCUR

CLAIMS-
MADE

EACH OCCURRENCE

AGGREGATE
DED RETENTION $
A

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
ANY

PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/ A X 76 WEG ZJ6798 04/19/2024 04/19/2025
X PER

STATUTE
OTH-
ER
Y/N E.L. EACH ACCIDENT $1,000,000
E.L. DISEASE -EA EMPLOYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Waiver of Subrogation applies in favor of the Certificate Holder per Waiver of our Right to Recover from Others Endorsement WC040306 attached to this policy.

CERTIFICATE HOLDER CANCELLATION
City of Alameda
2263 SANTA CLARA AVE
ALAMEDA CA 94501

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED

BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F

THE CINCINNATI INSURANCE COMPANY
A Stock Insurance Company

COMMERCIAL GENERAL LIABILITY COVERAGE

PART DECLARATIONS
Attached to and forming part of POLICY NUMBER:

Named Insured is the same as it appears in the Common Policy Declarations

LIMITS OF INSURANCE
EACH OCCURRENCE LI MIT $
GENERAL AG GREGATE LIMIT $
PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT $
PERSONAL & ADVERT ISING INJURY LIMIT $ ANY ONE PERSON OR

ORGANIZATION

DAMAGE TO PREMISES RENT ED TO YOU LIMIT ANY ONE
$100,000 limit unless otherwise indicated herein: $ PREMISES

MEDICAL EXPENSE LIMIT
$5,000 limit unless otherwise indicated herein: $ ANY ONE PERSON ENP 065 10 59
1,000,000
2,000,000
2,000,000
1,000,000
SEE GA210VA
SEE GA210VA

CLASSIFICATION CODE
NO.

PREMIUM
BASE

RATE ADVANCE PREMIUM
A - Area
B - Payroll
C - Gross Sales
D - Units
E - Other
Products /
Completed
Operations
All Other P roducts /
Completed
Operations
All Other
LOC. 1 - VA
COMPUTER CONSULTING OR 41675B170,000,000 .222

PROGRAMMING

INCL PROD AND/OR COMP OP
BROADENED COVERAGE 20291 2.5%
CG 2043 - AUTOMATIC AI

WHEN REQUIRED IN CONTRACT
The General Liability Coverage Part is subject to an
annual minimum premium.

TOTAL ANNUAL PREMI UM
FORMS AND / OR ENDORSEMENTS APPLICABLE TO COMMERCIAL GENERAL LIABILITY COVERAGE PART:

COMMERCIAL GENERAL LIABILITY COVERAGE FORMGA101 12/04

ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN A WRITTEN CONTRACT OR AGREEMENT.

CG2043 12/19
COMMUNICABLE DISEASE EXCLUSIONCG2132 05/09
PROFESSIONAL LIABILITY EXCLUSION - COMPUTER SOFTWARECG2275 04/13 PROFESSIONAL LIABILITY EXCLUSION - COMPUTER DATA PROCESSINGCG2277 04/13

PROFESSIONAL LIABILITY EXCLUSION - ELECTRONIC DATA PROCESSING

SERVICES AND COMPUTER CONSULTING OR PROGRAMMING SERVICES CG2288 04/13
PROFESSIONAL LIABILITY EXCLUSION - WEB SITE DESIGNERSCG2299 04/13 COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT - VIRGINIAGA210VA 09/17

EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL

INFORMATION AND DATA-RELATED LIABILITY - WITH LIMITED BODILY

INJURY EXCEPTION
GA3024 05/14
GA 532 07 08 Page ofENP 065 10 59 1 2
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F FORMS AND / OR ENDORSEMENTS APPLICABLE TO COMMERCIAL GENERAL LIABILITY COVERAGE PART:

VIRGINIA CHANGES - COMMERCIAL GENERAL LIABILITYGA4256VA 11/07 PERSONAL AND ADVERTISING INJURY DEFINITION LIMITATIONGA4509 11/18 GA 532 07 08 Page ofENP 065 10 59 2 2
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 101 12 04 Services Office, Inc., with its permission. Page 1 of 22

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this Coverage Part restrict
this insurance. Read the entire Coverage Part
carefully to determine rights, duties and what is
and is not covered.

Throughout this Coverage Part the words "you"
and "your" refer to the Named Insured shown in
the Declarations, and any other person or organi-
zation qualifying as a Named Insured under this
Coverage Part. The words "we", "us" and "our"
refer to the Company providing this insurance.

The word "insured" means any person or organi-
zation qualifying as such under SECTION II - WHO
IS AN INSURED.

Other words and phrases that appear in quotation
marks have special meaning. Refer to SECTION
V - DEFINITIONS.

SECTION I - COVERAGES
COVERAGE A. BODILY INJURY AND PROP-

ERTY DAMAGE LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "bodily injury" or
"property damage" to which this insur-
ance applies. We will have the right and
duty to defend the insured against any
"suit" seeking those damages. However,
we will have no duty to defend the in-
sured against any "suit" seeking dam-
ages for "bodily injury" or "property dam-
age" to which this insurance does not
apply. We may, at our discretion, investi-
gate any "occurrence" and settle any
claim or "suit" that may result. But:
(1) The amount we will pay for damages
is limited as described in SECTION
III - LIMITS OF INSURANCE; and
(2) Our right and duty to defend ends
when we have used up the applica-
ble limit of insurance in the payment
of judgments or settlements under

SECTION I - COVERAGES, COV-
ERAGE A. BODILY INJURY AND
PROPERTY DAMAGE LIABILITY;

SECTION I - COVERAGES, COV-
ERAGE B. PERSONAL AND AD-
VERTISING INJURY LIABILITY; or
medical expenses under SECTION I
- COVERAGES, COVERAGE C.

MEDICAL PAYMENTS
.

No other obligation or liability to pay sums
or perform acts or services is covered
unless expressly provided for under

SUPPLEMENTARY PAYMENTS - COV-
ERAGES A AND B.
b. This insurance applies to "bodily injury"
and "property damage" only if:
(1) The "bodily injury" or "property dam-
age" is caused by an "occurrence"
that takes place in the "coverage ter-
ritory";
(2) The "bodily injury" or "property dam-
age" occurs during the policy period;
and
(3) Prior to the "coverage term" in which
"bodily injury" or "property damage"
occurs, you did not know, per Para-
graph 1.d. below, that the "bodily in-
jury" or "property damage" had oc-
curred or had begun to occur, in
whole or in part.
c. "Bodily injury" or "property damage"
which:
(1) Occurs during the "coverage term";
and
(2) Was not, prior to the "coverage
term", known by you, per Paragraph

1.d. below, to have occurred;
includes any continuation, change or re-
sumption of that "bodily injury" or "prop-
erty damage" after the end of the "cover-
age term" in which it first became known
by you.
d. You will be deemed to know that "bodily
injury" or "property damage" has oc-
curred at the earliest time when any
"authorized representative":
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer;
(2) Receives a written or verbal demand
or claim for damages because of the
"bodily injury" or "property damage";
(3) First observes, or reasonably should
have first observed, the "bodily in-
jury" or "property damage";
(4) Becomes aware, or reasonably
should have become aware, by any
means other than as described in (3)
above, that "bodily injury" or "prop-
erty damage" had occurred or had
begun to occur; or
(5) Becomes aware, or reasonably
should have become aware, of a
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 2 of 22 condition from which "bodily injury"or "property damage" is substantiallycertain to occur.e.Damages because of "bodily injury" in-clude damages claimed by any person ororganization for care, loss of services ordeath resulting at any time from the "bod-ily injury".2.ExclusionsThis insurance does not apply to:a.Expected or Intended Injury"Bodily injury" or "property damage"which may reasonably be expected to re-sult from the intentional or criminal acts ofthe insured or which is in fact expected orintended by the insured, even if the injuryor damage is of a different degree or typethan actually expected or intended. Thisexclusion does not apply to "bodily injury"resulting from the use of reasonable forceto protect persons or property.b.Contractual Liability"Bodily injury" or "property damage" forwhich the insured is obligated to paydamages by reason of the assumption ofliability in a contract or agreement. Thisexclusion does not apply to liability fordamages:(1)Thatthe insured would have in theabsence of the contract or agree-ment; or(2)Assumed in a contract or agreementthat is an "insured contract", pro-vided the "bodily injury" or "propertydamage" occurs subsequent to theexecution of the contract or agree-ment. When a claim for such "bodilyinjury" or "property damage" ismade, we will defend that claim pro-vided the insured has assumed theobligation to defend such claim in the"insured contract". Such defensepayments will not reduce the limits ofinsurance.c.Liquor Liability"Bodily injury" or "property damage" forwhich any insured may be held liable byreason of:(1)Causing or contributing to the intoxi-cation of any person;(2)The furnishing of alcoholic bever-ages to a person under the legaldrinking age or under the influenceof alcohol; or (3)Any statute, ordinance or regulationrelating to the sale, gift, distributionor use of alcoholic beverages.This exclusion applies only if you are inthe business of manufacturing, distribut-ing, selling, serving or furnishing alcoholicbeverages.d.Workers' Compensation and SimilarLawsAny obligation of the insured under aworkers' compensation, disability benefitsor unemployment compensation law orany similar law.e.Employer's Liability"Bodily injury" to:(1)An "employee" of the insured sus-tained in the "workplace";(2)An "employee" of the insured arisingout of the performance of duties re-lated to the conduct of the insured'sbusiness; or(3)The spouse, child, parent, brother orsister of that "employee" as a conse-quence of Paragraphs(1)or (2)above.This exclusion applies:(1)Whether the insured may be liableas an employer or in any other ca-pacity; and(2)To any obligation to share damageswith or repay someone else whomust pay damages because of theinjury.This exclusion does not apply to liabilityassumed by the insured under an "in-sured contract".f.Pollutant(1)"Bodily injury" or "property damage"arising out of the actual, alleged orthreatened discharge, dispersal,seepage, migration, release, escapeor emission of "pollutants":(a)At or from any premises, site orlocation which is or was at anytime owned or occupied by, orrented or loaned to, any insured.However, Paragraph (a)doesnot apply to:1)"Bodily injury" to any personinjured while on any prem-ises, site or location ownedor occupied by, or rented orloaned to, you provided:

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 3 of 22 a)The injury is caused bythe inadequate ventila-tion of vapors;b)The person injured isfirst exposed to suchvapors during the pol-icy period; andc)Within 30 days of suchfirst exposure, the per-son injured is clinicallydiagnosed or treatedby a physician for themedical conditioncaused by the expo-sure to such vapors.However, Paragraph c)does not apply if the"bodily injury" is causedby vapors produced byor originating fromequipment that is usedto heat, cool or dehu-midify the building, orequipment that is usedto heat water for per-sonal use, by thebuilding's occupants ortheir guests.This exception 1)shall ap-ply only to Named Insureds;we shall have no duty todefend or pay damages forany person or organizationthat is not a Named In-sured. However, this para-graph does not apply if the"bodily injury" is caused byvapors produced by ororiginating from equipmentthat is used to heat, cool ordehumidify the building, orequipment that is used toheat water for personal use,by the building's occupantsor their guests.For the purpose of the ex-ception granted in Para-graph 1)only, vaporsmeans any gaseous or air-borne irritant or airbornecontaminant, includingsmoke, fumes, vapor orsoot, but excluding asbes-tos, which is discharged,dispersed, emitted, re-leased or escapes frommaterials, machinery orequipment used in theservice or maintenance ofthe premises. Vapors doesnot mean any gaseous or airborne irritants or con-taminants used in a manu-facturing process or whichis the product or by-productof any manufacturing proc-ess;2)"Bodily injury" or "propertydamage" for which you maybe held liable, if you are acontractor, and the owneror lessee of such premises,site or location has beenadded to this Coverage Partas an additional insuredwith respect to your ongo-ing operations or "yourwork" performed for thatadditional insured at thatpremises, site or locationand such premises, site orlocation is not and neverwas owned or occupied by,or rented or loaned to, anyinsured, other than that ad-ditional insured; or3)"Bodily injury" or "propertydamage" arising out of heat,smoke or fumes from a"hostile fire";(b)At or from any premises, site orlocation which is or was at anytime used by or for any insuredor others for the handling, stor-age, disposal, processing ortreatment of waste;(c)Which are or were at any timetransported, handled, stored,treated, disposed of, or proc-essed as waste by or for:1)Any insured; or2)Any person or organizationfor whom you may be le-gally responsible;(d)At or from any premises, site orlocation on which any insured orany contractors or subcontrac-tors working directly or indirectlyon any insured's behalf areperforming operations if the"pollutants" are brought on or tothe premises, site or location inconnection with such operationsby such insured, contractor orsubcontractor. However, Para-graph (d) does not apply to:1)"Bodily injury" or "propertydamage" arising out of thedischarge, dispersal, seep-age, migration, release, es- Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 4 of 22 cape or emission of fuels,lubricants or other operatingfluids, or exhaust gases,which are needed to per-form, or are the result of,the normal electrical, hy-draulic or mechanical func-tions necessary for the op-eration of "mobile equip-ment" or its parts, if suchfuels, lubricants or otheroperating fluids, or exhaustgases, escape, seep or mi-grate, or are discharged,dispersed, released oremitted from a vehicle partdesigned to hold, store orreceive them. This excep-tion does not apply if the fu-els, lubricants or other op-erating fluids, or exhaustgases, escape, seep or mi-grate, or are discharged,dispersed, released oremitted with the intent tocause "bodily injury" or"property damage" or withthe knowledge that "bodilyinjury" or "property damage"is substantially certain tooccur, or if such fuels, lubri-cants or other operatingfluids, or exhaust gases,are brought on or to thepremises, site or locationwith such intent to escape,seep or migrate, or be dis-charged, dispersed, re-leased or emitted as part ofthe operations being per-formed by such insured,contractor or subcontractor;2)"Bodily injury" or "propertydamage" sustained within abuilding and caused by therelease of gases, fumes orvapors from materialsbrought into that building inconnection with operationsbeing performed by you oron your behalf by a con-tractor or subcontractor; or3)"Bodily injury" or "propertydamage" arising out of heat,smoke or fumes from a"hostile fire"; or(e)At or from any premises, site orlocation on which any insured orany contractors or subcontrac-tors working directly or indirectlyon any insured's behalf areperforming operations if the op- erations are to test for, monitor,clean up, remove, contain, treat,detoxify or neutralize, or in anyway respond to, or assess theeffects of, "pollutants".(2)Any loss, cost or expense arising outof any:(a)Request, demand, order orstatutory or regulatory require-ment that any insured or otherstest for, monitor, clean up, re-move, contain, treat, detoxify orneutralize, or in any way re-spond to, or assess the effectsof, "pollutants"; or(b)Claim or suit by or on behalf of agovernmental authority for dam-ages because of testing for,monitoring, cleaning up, remov-ing, containing, treating, detoxi-fying or neutralizing, or in anyway responding to, or assessingthe effects of, "pollutants".However, Paragraphs (2)(a) and(b)do not apply to liability for damagesbecause of "property damage" thatthe insured would have in the ab-sence of such request, demand, or-der or statutory or regulatory re-quirement, or such claim or "suit" byor on behalf of a governmentalauthority.g.Aircraft, Auto or Watercraft"Bodily injury" or "property damage" aris-ing out of the ownership, maintenance,use or entrustment to others of any air-craft, "auto" or watercraft owned or oper-ated by or rented or loaned to any in-sured. Use includes operation and"loading or unloading".This exclusion applies even if the claimsagainst any insured allege negligence orother wrongdoing in the supervision, hir-ing, employment, training or monitoring ofothers by that insured, if the "occurrence"which caused the "bodily injury" or "prop-erty damage" involved the ownership,maintenance, use or entrustment to oth-ers of any aircraft, "auto" or watercraftthat is owned or operated by or rented orloaned to any insured.This exclusion does not apply to:(1)A watercraft while ashore on prem-ises you own or rent;(2)A watercraft you do not own that is:(a)Less than 51 feet long; and Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 5 of 22 (b)Not being used to carry personsor property for a charge;(3)Parking an "auto" on, or on the waysnext to, premises you own or rent,provided the "auto" is not owned byor rented or loaned to you or the in-sured;(4)Liability assumed under any "insuredcontract" for the ownership, mainte-nance or use of aircraft or watercraft;or(5)"Bodily injury" or "property damage"arising out of:(a)The operation of machinery orequipment that is on, attachedto, or part of, a land vehicle thatwould qualify under the defini-tion of "mobile equipment" if itwere not subject to a compul-sory or financial responsibilitylaw or other motor vehicle insur-ance law in the state where it islicensed or principally garaged;or(b)The operation of any of the ma-chinery or equipment listed inParagraphf.(2)orf.(3)of thedefinition of "mobile equipment".h.Mobile Equipment"Bodily injury" or "property damage" aris-ing out of:(1)The transportation of "mobile equip-ment" by an "auto" owned or oper-ated by or rented or loaned to anyinsured; or(2)The use of "mobile equipment" in, orwhile in practice for, or while beingprepared for, any prearranged rac-ing, speed, demolition, or stuntingactivity.i.War"Bodily injury" or "property damage",however caused, arising, directly or indi-rectly, out of:(1)War, including undeclared or civilwar;(2)Warlike action by a military force, in-cluding action in hindering or de-fending against an actual or ex-pected attack, by any government,sovereign or other authority usingmilitary personnel or other agents; or(3)Insurrection, rebellion, revolution,usurped power, or action taken by governmental authority in hinderingor defending against any of these.j.Damage to Property"Property damage" to:(1)Property you own, rent or occupy,including any costs or expenses in-curred by you, or any other person,organization or entity, for repair, re-placement, enhancement, restora-tion or maintenance of such propertyfor any reason, including preventionof injury to a person or damage toanother's property;(2)Premises you sell, give away orabandon, if the "property damage"arises out of any part of those prem-ises;(3)Property loaned to you;(4)Personal property in the care, cus-tody or control of an insured;(5)That particular part of real propertyon which you or any contractors orsubcontractors working directly orindirectly on your behalf are per-forming operations, if the "propertydamage" arises out of those opera-tions; or(6)That particular part of any propertythat must be restored, repaired orreplaced because "your work" wasincorrectly performed on it.Paragraphs (1), (3)and (4)of this exclu-sion do not apply to "property damage"(other than damage by fire or explosion)to premises, including the contents ofsuch premises, rented to you for a periodof 7 or fewer consecutive days, for whichthe amount we will pay is limited to theDamage To Premises Rented To YouLimit as described in SECTION III - LIM-ITS OF INSURANCE.Paragraph(2)of this exclusion does notapply if the premises are "your work" andwere never occupied, rented or held forrental by you.Paragraphs(3), (4), (5)and(6)of this ex-clusion do not apply to liability assumedunder a sidetrack agreement.Paragraph(6)of this exclusion does notapply to "property damage" included inthe "products-completed operations haz-ard".k.Damage to Your Product"Property damage" to "your product"arising out of it or any part of it.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 6 of 22 l.Damage to Your Work"Property damage" to "your work" arisingout of it or any part of it and included inthe "products-completed operations haz-ard".This exclusion does not apply if the dam-aged work or the work out of which thedamage arises was performed on yourbehalf by a subcontractor.m.Damage to Impaired Property or Prop-erty Not Physically Injured"Property damage" to "impaired property"or property that has not been physicallyinjured, arising out of:(1)A defect, deficiency, inadequacy ordangerous condition in "your prod-uct" or "your work"; or(2)A delay or failure by you or anyoneacting on your behalf to perform acontract or agreement in accordancewith its terms.This exclusion does not apply to the lossof use of other property arising out ofsudden and accidental physical injury to"your product" or "your work" after it hasbeen put to its intended use.n.Recall of Products, Work or ImpairedPropertyAny liability or damages claimed for anyloss, cost or expense incurred by you orothers for the loss of use, withdrawal, re-call, inspection, repair, replacement, ad-justment, removal or disposal of:(1)"Your product";(2)"Your work"; or(3)"Impaired property";if such product, work or property is with-drawn or recalled from the market or fromuse by any person or organization be-cause of a known or suspected defect,deficiency, inadequacy or dangerouscondition in it.o.Personal and Advertising Injury"Bodily injury" arising out of "personal andadvertising injury".p.Asbestos"Bodily injury" or "property damage" aris-ing out of, attributable to, or any way re-lated to asbestos in any form or trans-mitted in any manner. q.Employment-Related Practices"Bodily injury" to:(1)A person arising out of any:(a)Refusal to employ that person;(b)Termination of that person'semployment; or(c)Otheremployment-related prac-tices, policies, acts or omissionsincluding but not limited to coer-cion, criticism, demotion,evaluation, failure to promote,reassignment, discipline, defa-mation, harassment, humiliationor discrimination directed at thatperson; or(2)The spouse, child, parent, brother orsister of that person as a conse-quence of "bodily injury" to that per-son at whom any of the employment-related practices described in Para-graphs (a), (b)or (c)above is di-rected.This exclusion applies:(1)Whether the insured may be liableas an employer or in any other ca-pacity; and(2)To any obligation to share damageswith or repay someone else whomust pay damages because of theinjury.r.Additional Insured Prior KnowledgeAn additional insured added by attach-ment of an endorsement to this CoveragePart that is seeking coverage for a claimor "suit", if that additional insured knew,per the following paragraph, that "bodilyinjury" or "property damage" had oc-curred or had begun to occur, in whole orin part, prior to the "coverage term" inwhich such "bodily injury" or "propertydamage" occurs or begins to occur.An additional insured added by attach-ment of an endorsement to this CoveragePart will be deemed to have known that"bodily injury" or "property damage" hasoccurred or has begun to occur at theearliest time when that additional insured,or any one of its owners, members, part-ners, managers, executive officers, "em-ployees" assigned to manage that addi-tional insured's insurance program, or"employees" assigned to give or receivenotice of an "occurrence", "personal andadvertising injury" offense, claim or "suit":

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 101 12 04 Services Office, Inc., with its permission. Page 7 of 22 (1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer;
(2) Receives a written or verbal demand
or claim for damages because of the
"bodily injury" or "property damage";
(3) First observes, or reasonably should
have first observed, the "bodily in-
jury" or "property damage";
(4) Becomes aware, or reasonably
should have become aware, by any
means other than as described in (3)
above, that "bodily injury" or "prop-
erty damage" had occurred or had
begun to occur; or
(5) Becomes aware, or reasonably
should have become aware, of a
condition from which "bodily injury"
or "property damage" is substantially
certain to occur.
s. Electronic Data
Damages arising out of the loss of, loss
of use of, damage to, corruption of, in-
ability to access, or inability to manipulate
"electronic data".
t. Distribution of Material in Violation of
Statutes
"Bodily injury" or "property damage" aris-
ing directly or indirectly out of any action
or omission that violates or is alleged to
violate:
a. The Telephone Consumer Protection
Act (TCPA), including any amend-
ment of or addition to such law; or
b. The CAN-SPAM Act of 2003, includ-
ing any amendment of or addition to
such law; or
c. Any statute, ordinance or regulation,
other than the TCPA or CAN-SPAM
Act of 2003, that prohibits or limits the
sending, transmitting, communicating
or distribution of material or informa-
tion.

Exclusions c. through q. do not apply to
"property damage" by fire or explosion to
premises while rented to you or temporarily
occupied by you with permission of the owner,
for which the amount we will pay is limited to
the Damage to Premises Rented To You Limit
as described in SECTION III - LIMITS OF IN-
SURANCE.

COVERAGE B. PERSONAL AND ADVERTISING

INJURY LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "personal and ad-
vertising injury" to which this insurance
applies. We will have the right and duty
to defend the insured against any "suit"
seeking those damages. However, we
will have no duty to defend the insured
against any "suit" seeking damages for
"personal and advertising injury" to which
this insurance does not apply. We may,
at our discretion, investigate any offense
and settle any claim or "suit" that may re-
sult. But:
(1) The amount we will pay for damages
is limited as described in SECTION
III - LIMITS OF INSURANCE; and
(2) Our right and duty to defend ends
when we have used up the applica-
ble limit of insurance in the payment
of judgments or settlements under

SECTION I - COVERAGES, COV-
ERAGE A. BODILY INJURY AND
PROPERTY DAMAGE LIABILITY;

SECTION I - COVERAGES, COV-
ERAGE B. PERSONAL AND AD-
VERTISING INJURY LIABILITY; or
medical expenses under SECTION I
- COVERAGES, COVERAGE C.

MEDICAL PAYMENTS.

No other obligation or liability to pay sums
or perform acts or services is covered
unless expressly provided for under

SUPPLEMENTARY PAYMENTS - COV-
ERAGES A AND B.
b. This insurance applies to "personal and
advertising injury" only if:
(1) The "personal and advertising injury"
is caused by an offense arising out
of your business; and
(2) The "personal and advertising injury"
offense was committed in the "cov-
erage territory" during the policy pe-
riod; and
(3) Prior to the "coverage term" in which
the "personal and advertising injury"
offense is committed, you did not
know, per Paragraph 1.d. below, that
the offense had been committed or
had begun to be committed, in whole
or in part.
c. "Personal and advertising injury" caused
by an offense which:
(1) Was committed during the "coverage
term"; and
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 8 of 22 (2)Was not, prior to the "coverageterm", known by you, per Paragraph1.d. below, to have been committed;includes any continuation, change or re-sumption of that offense after the end ofthe "coverage term" in which it first be-came known by you.d.You will be deemed to know that a "per-sonal and advertising injury" offense hasbeen committed at the earliest time whenany "authorized representative":(1)Reports all, or any part, of the "per-sonal and advertising injury" to us orany other insurer;(2)Receives a written or verbal demandor claim for damages because of the"personal and advertising injury";(3)First observes, or reasonably shouldhave first observed, the offense thatcaused the "personal and advertis-ing injury";(4)Becomes aware, or reasonablyshould have become aware, by anymeans, other than as described in(3)above, that the offense had beencommitted or had begun to be com-mitted; or(5)Becomes aware, or reasonablyshould have become aware, of acondition from which "personal andadvertising injury" is substantiallycertain to occur.2.ExclusionsThis insurance does not apply to:a.Knowing Violation of Rights of Another"Personal and advertising injury" causedby or at the direction of the insured withthe knowledge that the act would violatethe rights of another and would inflict"personal and advertising injury".b.Material Published With Knowledge ofFalsity"Personal and advertising injury" arisingout of oral or written publication of mate-rial, if done by or at the direction of the in-sured with knowledge of its falsity.c.Material Published Prior to CoverageTerm"Personal and advertising injury" arisingout of oral or written publication of mate-rial whose first publication took place be-fore the later of the following:
(1)The inception of this Coverage Part;or(2)The "coverage term" in which insur-ance coverage is sought.d.Criminal Acts"Personal and advertising injury" arisingout of a criminal act committed by or atthe direction of the insured.e.Contractual Liability"Personal and advertising injury" forwhich the insured is obligated to paydamages by reason of the assumption ofliability in a contract or agreement. Thisexclusion does not apply to liability fordamages:(1)That the insured would have in theabsence of the contract or agree-ment; or(2)Assumed in a contract or agreementthat is an "insured contract", pro-vided the "personal and advertisinginjury" is caused by or arises out ofan offense committed subsequent tothe execution of the contract oragreement. When a claim for such"personal and advertising injury" ismade, we will defend that claim, pro-vided the insured has assumed theobligation to defend such claim in the"insured contract". Such defensepayments will not reduce the limits ofinsurance.f.Breach of Contract"Personal and advertising injury" arisingout of a breach of contract, except an im-plied contract to use another's advertisingidea in your "advertisement".g.Quality or Performance of Goods -Failure to Conform to Statements"Personal and advertising injury" arisingout of the failure of goods, products orservices to conform with any statement ofquality or performance made in your "ad-vertisement".h.Wrong Description of Prices"Personal and advertising injury" arisingout of the wrong description of the priceof goods, products or services stated inyour "advertisement".i.Infringement of Copyright, Patent,Trademark or Trade Secret"Personal and advertising injury" arisingout of the infringement of copyright, pat- Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 9 of 22 ent, trademark, trade secret or other in-tellectual property rights.However, this exclusion does not apply toinfringement, in your "advertisement", ofcopyright, trade dress or slogan.j.Insureds in Media and Internet TypeBusinesses"Personal and advertising injury" com-mitted by an insured whose business is:(1)Advertising, broadcasting, publishingor telecasting;(2)Designing or determining content ofweb-sites for others; or(3)An Internet search, access, contentor service provider.However, this exclusion does not apply toParagraphs 17. a.,b.andc. of "personaland advertising injury" under SECTION V- DEFINITIONS.For the purposes of this exclusion, theplacing of frames, borders or links, or ad-vertising, for you or others anywhere onthe Internet is not, by itself, consideredthe business of advertising, broadcasting,publishing or telecasting.k.Electronic Chatrooms or BulletinBoards"Personal and advertising injury" arisingout of an electronic chatroom or bulletinboard any insured hosts, owns, or overwhich any insured exercises control.l.Unauthorized Use of Another's Nameor Product"Personal and advertising injury" arisingout of the unauthorized use of another'sname or product in your e-mail address,domain name or metatag, or any othersimilar tactics to mislead another's poten-tial customers.m.Employment Related Practices"Personal and advertising injury" to:(1)A person arising out of any:(a)Refusal to employ that person;(b)Termination of that person'semployment; or(c)Other employment-related prac-tices, policies, acts or omissionsincluding but not limited to coer-cion, criticism, demotion,evaluation, failure to promote,reassignment, discipline, defa-mation, harassment, humiliation or discrimination directed at thatperson; or(2)The spouse, child, parent, brother orsister of that person as a conse-quence of "personal and advertisinginjury" to that person at whom any ofthe employment-related practicesdescribed in Paragraphs(a), (b) or(c) above is directed.This exclusion applies:(1)Whether the insured may be liableas an employer or in any other ca-pacity; and(2)To any obligation to share damageswith or repay someone else whomust pay damages because of theinjury.n.Pollutant"Personal and advertising injury" arisingout of the actual, alleged or threateneddischarge, dispersal, seepage, migration,release, escape or emission of "pollut-ants" at any time.o.Pollutant-RelatedAny loss, cost or expense arising out ofany:(1)Request, demand, order or statutoryor regulatory requirement that anyinsured or others test for, monitor,clean up, remove, contain, treat,detoxify or neutralize, or in any wayrespond to, or assess the effects of,"pollutants"; or(2)Claim or suit by or on behalf of agovernmental authority for damagesbecause of testing for, monitoring,cleaning up, removing, containing,treating, detoxifying or neutralizing,or in any way responding to, or as-sessing the effects of, "pollutants".p.Asbestos"Personal and advertising injury" arisingout of, attributable to, or any way relatedto asbestos in any form or transmitted inany manner.q.Additional Insured Prior KnowledgeAn additional insured added by attach-ment of an endorsement to this CoveragePart that is seeking coverage for a claimor "suit", if that additional insured knew,per the following paragraph, that a "per-sonal and advertising injury" offense hadbeen committed or had begun to becommitted, in whole or in part, prior to the"coverage term" in which such offense Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 10 of 22 was committed or began to be commit-ted.An additional insured added by attach-ment of an endorsement to this CoveragePart will be deemed to have known that a"personal and advertising injury" offensehas been committed or has begun to becommitted at the earliest time when thatadditional insured, or any one of its own-ers, members, partners, managers, ex-ecutive officers, "employees" assigned tomanage that additional insured's insur-ance program, or "employees" assignedto give or receive notice of an "occur-rence", "personal and advertising injury"offense, claim or "suit":(1)Reports all, or any part, of the "per-sonal and advertising injury" to us orany other insurer;(2)Receives a written or verbal demandor claim for damages because of the"personal and advertising injury";(3)First observes, or reasonably shouldhave first observed, the offense thatcaused the "personal and advertis-ing injury";(4)Becomes aware, or reasonablyshould have become aware, by anymeans other than as described in (3)above, that the "personal and adver-tising injury" offense had been com-mitted or had begun to be commit-ted; or(5)Becomes aware, or reasonablyshould have become aware, of acondition from which "personal andadvertising injury" is substantiallycertain to occur.r.War"Personal and advertising injury", how-ever caused, arising, directly or indirectly,out of:(1)War, including undeclared or civilwar;(2)Warlike action by a military force, in-cluding action in hindering or de-fending against an actual or ex-pected attack, by any government,sovereign or other authority usingmilitary personnel or other agents; or(3)Insurrection, rebellion, revolution,usurped power, or action taken bygovernmental authority in hinderingor defending against any of these.s.Distribution of Material in Violation ofStatutes "Personal and advertising injury" arisingdirectly or indirectly out of any action oromission that violates or is alleged toviolate:a.The Telephone Consumer ProtectionAct (TCPA), including any amend-ment of or addition to such law; orb.The CAN-SPAM Act of 2003, includ-ing any amendment of or addition tosuch law; orc.Any statute, ordinance or regulation,other than the TCPA or CAN-SPAMAct of 2003, that prohibits or limits thesending, transmitting, communicatingor distribution of material or informa-tion.COVERAGE C. MEDICAL PAYMENTS1.Insuring Agreementa.We will pay medical expenses as de-scribed below for "bodily injury" causedby an accident:(1)On premises you own or rent;(2)On ways next to premises you ownor rent; or(3)Because of your operations;provided that:(1)The accident takes place in the"coverage territory" and during thepolicy period;(2)The expenses are incurred and re-ported to us within three years of thedate of the accident; and(3)The injured person submits to ex-amination, at our expense, by physi-cians of our choice as often as wereasonably require.b.We will make these payments regardlessof fault. These payments will not exceedthe applicable limit of insurance. We willpay reasonable expenses for:(1)First aid administered at the time ofan accident;(2)Necessary medical, surgical, x-rayand dental services, including pros-thetic devices; and(3)Necessary ambulance, hospital,professional nursing and funeralservices.2.ExclusionsWe will not pay expenses for "bodily injury":

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 11 of 22 a.Any InsuredTo any insured, except "volunteer work-ers".b.Hired PersonTo a person hired to do work for or onbehalf of any insured or a tenant of anyinsured.c.Injury on Normally Occupied PremisesTo a person injured on that part of prem-ises you own or rent that the person nor-mally occupies.d.Workers' Compensation and SimilarLawsTo a person, whether or not an "em-ployee" of any insured, if benefits for the"bodily injury" are payable or must beprovided under a workers' compensationor disability benefits law or a similar law.e.Athletic ActivitiesTo any person injured while officiating,coaching, practicing for, instructing orparticipating in any physical exercises orgames, sports, or athletic contests or ex-hibitions of an athletic or sports nature.f.Products-Completed Operations Haz-ardIncluded within the "products-completedoperations hazard".g.Coverage A ExclusionsExcluded under COVERAGE A. BODILYINJURY AND PROPERTY DAMAGE LI-ABILITY.SUPPLEMENTARY PAYMENTS - COVERAGESA AND BWe will pay, with respect to any claim we investi-gate or settle, or any "suit" against an insured wedefend:1.All expenses we incur.2.Up to $250 for cost of bail bonds required be-cause of accidents or traffic law violationsarising out of the use of any vehicle to whichthe Bodily Injury Liability Coverage applies.We do not have to furnish these bonds.3.The cost of bonds to release attachments, butonly for bond amounts within the applicablelimit of insurance. We do not have to furnishthese bonds.4.All reasonable expenses incurred by the in-sured at our request to assist us in the inves-tigation or defense of the claim or "suit", in- cluding actual loss of earnings up to $250 aday because of time off from work.5.All costs taxed against the insured in the"suit".6.Prejudgment interest awarded against theinsured on that part of the judgment we be-come obligated to pay and which falls withinthe applicable limit of insurance. If we makean offer to pay the applicable limit of insur-ance, we will not pay any prejudgment interestbased on that period of time after the offer.7.All interest on the full amount of any judgmentthat accrues after entry of the judgment andbefore we have paid, offered to pay, or de-posited in court the part of the judgment thatis within the applicable limit of insurance.These payments will not reduce the limits of insur-ance.SECTION II - WHO IS AN INSURED1.If you are designated in the Declarations as:a.An individual, you and your spouse areinsureds, but only with respect to theconduct of a business of which you arethe sole owner.b.A partnership or joint venture, you are aninsured. Your members, your partners,and their spouses are also insureds, butonly with respect to the conduct of yourbusiness.c.A limited liability company, you are an in-sured. Your members are also insureds,but only with respect to the conduct ofyour business. Your managers are in-sureds, but only with respect to their du-ties as your managers.d.An organization other than a partnership,joint venture or limited liability company,you are an insured. Your "executive offi-cers" and directors are insureds, but onlywith respect to their duties as your offi-cers or directors. Your stockholders arealso insureds, but only with respect totheir liability as stockholders.e.A trust, you are an insured. Your trusteesare also insureds, but only with respect totheir duties as trustees.2.Each of the following is also an insured:a.Your "volunteer workers" only while per-forming duties related to the conduct ofyour business, or your "employees",other than either your "executive officers"(if you are an organization other than apartnership, joint venture or limited liabilitycompany) or your managers (if you are alimited liability company), but only for actswithin the scope of their employment by Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 12 of 22 you or while performing duties related tothe conduct of your business. However,none of these "employees" or "volunteerworkers" are insureds for:(1)"Bodily injury" or "personal and ad-vertising injury":(a)To you, to your partners ormembers (if you are a partner-ship or joint venture), to yourmembers (if you are a limited li-ability company), to a co-"employee" while in the courseof his or her employment orperforming duties related to theconduct of your business, or toyour other "volunteer workers"while performing duties relatedto the conduct of your business;(b)To the spouse, child, parent,brother or sister of that co-"employee" or "volunteerworker" as a consequence ofParagraph (1)(a) above;(c)For which there is any obligationto share damages with or repaysomeone else who must paydamages because of the injurydescribed in Paragraphs(1)(a)or (b) above; or(d)Arising out of his or her provid-ing or failing to provide profes-sional health care services.(2)"Property damage" to property:(a)Owned, occupied or used by; or(b)Rented to, in the care, custodyor control of, or over whichphysical control is being exer-cised for any purpose by,you, any of your "employees", "vol-unteer workers", any partner ormember (if you are a partnership orjoint venture), or any member (if youare a limited liability company).b.Any person (other than your "employee"or "volunteer worker"), or any organiza-tion while acting as your real estate man-ager.c.Any person or organization having propertemporary custody of your property if youdie, but only:(1)With respect to liability arising out ofthe maintenance or use of that prop-erty; and(2)Until your legal representative hasbeen appointed. d.Your legal representative if you die, butonly with respect to duties as such. Thatrepresentative will have all your rightsand duties under this Coverage Part.3.Any organization you newly acquire or form,other than a partnership, joint venture or lim-ited liability company, and over which youmaintain ownership or majority interest, willqualify as a Named Insured if there is no othersimilar insurance available to that organiza-tion. However:a.Insurance under this provision is affordedonly until the 90th day after you acquireor form the organization or the end of thepolicy period, whichever is earlier;b.COVERAGE A. BODILY INJURY ANDPROPERTY DAMAGE LIABILITYdoesnot apply to "bodily injury" or "propertydamage" that occurred before you ac-quired or formed the organization; andc.COVERAGE B. PERSONAL AND AD-VERTISING INJURY LIABILITY does notapply to "personal and advertising injury"arising out of an offense committed be-fore you acquired or formed the organi-zation.No person or organization is an insured with re-spect to the conduct of any current or past part-nership, joint venture or limited liability companythat is not shown as a Named Insured in the Dec-larations.SECTION III - LIMITS OF INSURANCE1.The Limits of Insurance shown in the Declara-tions and the rules below fix the most we willpay regardless of the number of:a.Insureds;b.Claims made or "suits" brought; orc.Persons or organizations making claimsor bringing "suits".2.a.The General Aggregate Limit is the mostwe will pay for the sum of:(1)Medical expenses under COVER-AGE C. MEDICAL PAYMENTS;(2)Damages under COVERAGE A.BODILY INJURY AND PROPERTYDAMAGE LIABILITY,except dam-ages because of "bodily injury" or"property damage" included in the"products-completed operationshazard"; and(3)Damages under COVERAGE B.PERSONAL AND ADVERTISINGINJURY LIABILITY.This General Aggregate Limit will not ap-ply if either the Location General Aggre- Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 13 of 22 gate Limit of Insurance, Paragraph 2.b.,or the Construction Project General Ag-gregate Limit of Insurance, Paragraph2.c. applies.b.A separate Location General AggregateLimit of Insurance, equal to the amount ofthe General Aggregate Limit shown in theDeclarations, shall apply to each locationowned by, or rented or leased to you andis the most we will pay for the sum of:(1)Damages under COVERAGE A.BODILY INJURY AND PROPERTYDAMAGE LIABILITY, except dam-ages because of "bodily injury" or"property damage" included in the"products-completed operationshazard"; and(2)Medical expenses under COVER-AGE C. MEDICAL PAYMENTS,which can be attributed to operations atonly a single location owned by, or rentedor leased to you.c.A separate Construction Project GeneralAggregate Limit of Insurance, equal tothe amount of the General AggregateLimit shown in the Declarations, shall ap-ply to each construction project and is themost we will pay for the sum of:(1)Damages under COVERAGE A.BODILY INJURY AND PROPERTYDAMAGE LIABILITY, except dam-ages because of "bodily injury" or"property damage" included in the"products-completed operationshazard"; and(2)Medical expenses under COVER-AGE C. MEDICAL PAYMENTS;which can be attributed only to ongoingoperations and only at a single construc-tion project.d.Only for the purpose of determining whichGeneral Aggregate Limit of Insurance,2.a., 2.b., or 2.c., applies:(1)Location means premises involvingthe same or connecting lots, orpremises, whose connection is inter-rupted only by a street, roadway,waterway or right-of-way of a rail-road.(2)Construction project means a loca-tion you do not own, rent or leasewhere ongoing improvements, al-terations, installation, demolition ormaintenance work is performed byyou or on your behalf. All connectedongoing improvements, alterations,installation, demolition or mainte-nance work performed by you or on your behalf at the same location forthe same persons or organizations,no matter how often or under howmany different contracts, will bedeemed to be a single constructionproject.3.The Products-Completed Operations Aggre-gate Limit is the most we will pay under COV-ERAGE A. BODILY INJURY AND PROP-ERTY DAMAGE LIABILITYfor damages be-cause of "bodily injury" and "property dam-age" included in the "products-completed op-erations hazard".4.Subject to 2.a.above, the Personal and Ad-vertising Injury Limit is the most we will payunder COVERAGE B. PERSONAL AND AD-VERTISING INJURY LIABILITY for the sum ofall damages because of all "personal and ad-vertising injury" sustained by any one personor organization.5.Subject to 2. or 3.above, whichever applies,the Each Occurrence Limit is the most we willpay for the sum of:a.Damages under COVERAGE A. BODILYINJURY AND PROPERTY DAMAGE LI-ABILITY; andb.Medical expenses under COVERAGE C.MEDICAL PAYMENTS;because of all "bodily injury" and "propertydamage" arising out of any one "occurrence".6.Subject to 5.above, the Damage to PremisesRented to You Limit is the most we will payunder COVERAGE A. BODILY INJURY ANDPROPERTY DAMAGE LIABILITY for dam-ages because of "property damage" to anyone premises, while rented to you, or in thecase of damage by fire or explosion, whilerented to you or temporarily occupied by youwith permission of the owner.7.Subject to 5.above, the Medical ExpenseLimit is the most we will pay under COVER-AGE C. MEDICAL PAYMENTSfor all medicalexpenses because of "bodily injury" sustainedby any one person.The Limits of Insurance of this Coverage Part ap-ply separately to each "coverage term".SECTION IV - COMMERCIAL GENERAL LI-ABILITY CONDITIONS1.BankruptcyBankruptcy or insolvency of the insured or ofthe insured's estate will not relieve us of ourobligations under this Coverage Part.2.Duties in the Event of Occurrence, Offense,Claim or Suita.You must see to it that we are notified assoon as practicable of an "occurrence" or Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 14 of 22 a "personal and advertising injury" of-fense which may result in a claim. To theextent possible, notice should include:(1)How, when and where the "occur-rence" or offense took place;(2)The names and addresses of anyinjured persons and witnesses; and(3)The nature and location of any injuryor damage arising out of the "occur-rence" or offense.b.If a claim is made or "suit" is broughtagainst any insured, you must:(1)Immediately record the specifics ofthe claim or "suit" and the date re-ceived; and(2)Notify us as soon as practicable.You must see to it that we receive writtennotice of the claim or "suit" as soon aspracticable.c.You and any other involved insured must:(1)Immediately send us copies of anydemands, notices, summonses orlegal papers received in connectionwith the claim or "suit";(2)Authorize us to obtain records andother information;(3)Cooperate with us in the investiga-tion or settlement of the claim or de-fense against the "suit"; and(4)Assist us, upon our request, in theenforcement of any right against anyperson or organization which may beliable to the insured because of in-jury or damage to which this insur-ance may also apply.d.No insured will, except at that insured'sown cost, voluntarily make a payment,assume any obligation, or incur any ex-pense, other than for first aid, without ourconsent.3.Legal Action Against UsNo person or organization has a right underthis Coverage Part:a.To join us as a party or otherwise bringus into a "suit" asking for damages froman insured; orb.To sue us on this Coverage Part unlessall of its terms have been fully compliedwith.A person or organization may sue us to re-cover on an agreed settlement or on a finaljudgment against an insured; but we will notbe liable for damages that are not payable under the terms of this Coverage Part or thatare in excess of the applicable limit of insur-ance. An agreed settlement means a settle-ment and release of liability signed by us, theinsured and the claimant or the claimant's le-gal representative.4.LiberalizationIf, within 60 days prior to the beginning of thisCoverage Part or during the policy period, wemake any changes to any forms or endorse-ments of this Coverage Part for which there iscurrently no separate premium charge, andthat change provides more coverage than thisCoverage Part, the change will automaticallyapply to this Coverage Part as of the latter of:a.The date we implemented the change inyour state; orb.The date this Coverage Part became ef-fective; andwill be considered as included until the end ofthe current policy period. We will make noadditional premium charge for this additionalcoverage during the interim.5.Other InsuranceIf other valid and collectible insurance isavailable to the insured for a loss we coverunder COVERAGE A. BODILY INJURY ANDPROPERTY DAMAGE LIABILITY or COV-ERAGE B. PERSONAL AND ADVERTISINGINJURY LIABILITYof this Coverage Part, ourobligations are limited as follows:a.Primary InsuranceThis insurance is primary except whenb.below applies. If this insurance is pri-mary, our obligations are not affectedunless any of the other insurance is alsoprimary. Then, we will share with all thatother insurance by the method describedin c. below.b.Excess InsuranceThis insurance is excess over:(1)Any of the other insurance, whetherprimary, excess, contingent or onany other basis:(a)That is Fire, Extended Cover-age, Builder's Risk, InstallationRisk or similar insurance for"your work";(b)That is Fire or Explosion insur-ance for premises rented to youor temporarily occupied by youwith permission of the owner;(c)That is insurance purchased byyou to cover your liability as atenant for "property damage" to Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 15 of 22 premises rented to you or tem-porarily occupied by you withpermission of the owner; or(d)If the loss arises out of themaintenance or use of aircraft,"autos" or watercraft to the ex-tent not subject to SECTION I -COVERAGES, COVERAGE A.BODILY INJURY AND PROP-ERTY DAMAGE LIABILITY, 2.Exclusions, g. Aircraft, Auto orWatercraft.(2)Any other primary insurance avail-able to the insured covering liabilityfor damages arising out of thepremises or operations, or the prod-ucts and completed operations, forwhich the insured has been addedas an additional insured by attach-ment of an endorsement.(3)Any other insurance:(a)Whether primary, excess, con-tingent or on any other basis,except when such insurance iswritten specifically to be excessover this insurance; and(b)That is a consolidated (wrap-up)insurance program which hasbeen provided by the primecontractor/project manager orowner of the consolidated proj-ect in which you are involved.When this insurance is excess, we willhave no duty under COVERAGE A.BODILY INJURY AND PROPERTYDAMAGE LIABILITY or COVERAGE B.PERSONAL AND ADVERTISING IN-JURY LIABILITYto defend the insuredagainst any "suit" if any other insurer hasa duty to defend the insured against that"suit". If no other insurer defends, we willundertake to do so, but we will be entitledto the insured's rights against all thoseother insurers.When this insurance is excess over otherinsurance, we will pay only our share ofthe amount of the loss, if any, that ex-ceeds the sum of:(1)The total amount that all such otherinsurance would pay for the loss inthe absence of this insurance; and(2)The total of all deductible and self-insured amounts under all that otherinsurance.We will share the remaining loss, if any,with any other insurance that is not de-scribed in this Excess Insurance provi-sion and was not bought specifically toapply in excess of the Limits of Insurance shown in the Declarations of this Cover-age Part.c.Method of SharingIf all of the other insurance permits con-tribution by equal shares, we will followthis method also. Under this approacheach insurer contributes equal amountsuntil it has paid its applicable limit of in-surance or none of the loss remains,whichever comes first.If any of the other insurance does notpermit contribution by equal shares, wewill contribute by limits. Under thismethod, each insurer's share is based onthe ratio of its applicable limit of insuranceto the total applicable limits of insuranceof all insurers.6.Premium Audita.We will compute all premiums for thisCoverage Part in accordance with ourrules and rates.b.Premium shown in this Coverage Part asadvance premium is a deposit premiumonly. At the close of each audit period wewill compute the earned premium for thatperiod and send notice to the first NamedInsured. The due date for audit and ret-rospective premiums is the date shownas the due date on the bill. If:(1)The earned premium is less than thedeposit premium, we will return theexcess to the first Named Insured; or(2)The earned premium is greater thanthe deposit premium, the differencewill be due and payable to us by thefirst Named Insured upon notice fromus.c.The first Named Insured must keep rec-ords of the information we need for pre-mium computation, and send us copies atsuch times as we may request.7.RepresentationsBy accepting this Coverage Part, you agree:a.The statements in the Declarations areaccurate and complete;b.Those statements are based upon repre-sentations you made to us; andc.We have issued this Coverage Part in re-liance upon your representations.8.Separation of InsuredsExcept with respect to the Limits of Insurance,and any rights or duties specifically assignedin this Coverage Part to the first Named In-sured, this insurance applies:

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 16 of 22 a.As if each Named Insured were the onlyNamed Insured; andb.Separately to each insured against whomclaim is made or "suit" is brought.9.Transfer of Rights of Recovery AgainstOthers to UsIf the insured has rights to recover all or partof any payment we have made under thisCoverage Part, those rights are transferred tous. The insured must do nothing after loss toimpair them. At our request, the insured willbring "suit" or transfer those rights to us andhelp us enforce them.10.Two or More Coverage Forms or PoliciesIssued by UsIf this Coverage Part and any other CoverageForm, Coverage Part or policy issued to youby us or any company affiliated with us applyto the same "occurrence" or "personal andadvertising injury" offense, the aggregatemaximum limit of insurance under all the Cov-erage Forms, Coverage Parts or policies shallnot exceed the highest applicable limit of in-surance under any one Coverage Form, Cov-erage Part or policy. This condition does notapply to any Coverage Form, Coverage Partor policy issued by us or an affiliated companyspecifically to apply as excess insurance overthis Coverage Part.11.When We Do Not RenewIf we decide not to renew this Coverage Part,we will mail or deliver to the first Named In-sured shown in the Declarations written noticeof the nonrenewal not less than 30 days be-fore the expiration date.If notice is mailed, proof of mailing will be suf-ficient proof of notice.SECTION V - DEFINITIONS1."Advertisement" means a notice that is broad-cast, telecast or published to the general pub-lic or specific market segments about yourgoods, products or services for the purpose ofattracting customers or supporters. "Adver-tisement" includes a publicity article. For pur-poses of this definition:a.Notices that are published include mate-rial placed on the Internet or on similarelectronic means of communication; andb.Regarding web-sites, only that part of aweb-site that is about your goods, prod-ucts or services for the purposes of at-tracting customers or supporters is con-sidered an "advertisement".2."Authorized representative" means:a.If you are designated in the Declarationsas:
(1)An individual, you and your spouseare "authorized representatives".(2)A partnership or joint venture, yourmembers, your partners, and theirspouses are "authorized representa-tives".(3)A limited liability company, yourmembers and your managers are"authorized representatives".(4)An organization other than a part-nership, joint venture or limited liabil-ity company, your "executive offi-cers" and directors are "authorizedrepresentatives". Provided you arenot a publicly traded organization,your stockholders are also "author-ized representatives".(5)A trust, your trustees are "authorizedrepresentatives".b.Your "employees":(1)Assigned to manage your insuranceprogram; or(2)Responsible for giving or receivingnotice of an "occurrence", "personaland advertising injury" offense, claimor "suit";are also "authorized representatives".3."Auto" means:a.A land motor vehicle, trailer or semitrailerdesigned for travel on public roads, in-cluding any attached machinery orequipment; orb.Any other land vehicle that is subject to acompulsory or financial responsibility lawor other motor vehicle insurance law inthe state where it is licensed or principallygaraged.However, "auto" does not include "mobileequipment".4."Bodily injury" means bodily injury, sickness ordisease sustained by a person, includingdeath resulting from any of these at any time.5."Coverage term" means the following individ-ual increment, or if a multi-year policy period,increments, of time, which comprise the policyperiod of this Coverage Part:a.The year commencing on the EffectiveDate of this Coverage Part at 12:01 AMstandard time at your mailing addressshown in the Declarations, and if a multi-year policy period, each consecutive an-nual period thereafter, or portion thereof ifany period is for a period of less than 12months, constitute individual "coverageterms". The last "coverage term" ends at Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 101 12 04 Services Office, Inc., with its permission. Page 17 of 22 12:00 AM standard time at your mailing
address shown in the Declarations on the
earlier of:
(1) The day the policy period shown in
the Declarations ends; or
(2) The day the policy to which this Cov-
erage Part is attached is terminated
or cancelled.
b. However, if after the issuance of this
Coverage Part, any "coverage term" is
extended for an additional period of less
than 12 months, that additional period of
time will be deemed to be part of the last
preceding "coverage term".

6. "Coverage territory" means:
a. The United States of America (including
its territories and possessions), Puerto
Rico and Canada;
b. International waters or airspace, but only
if the injury or damage occurs in the
course of travel or transportation between
any places included in a. above; or
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by
you in the territory described in a.
above;
(2) The activities of a person whose
home is in the territory described in
a.
above, but is away for a short time
on your business; or
(3) "Personal and advertising injury" of-
fenses that take place through the
Internet or similar electronic means
of communication,
provided the insured's responsibility to
pay damages is determined in a "suit" on
the merits, in the territory described in a.
above or in a settlement to which we
agree.

7. "Electronic data" means information, facts or
programs stored as or on, created or used on,
or transmitted to or from computer software,
including systems and applications software,
hard or floppy disks, CD-ROMs, tapes, drives,
cells, data processing devices or any other
media which are used with electronically con-
trolled equipment.

8. "Employee" includes a "leased worker". "Em-
ployee" does not include a "temporary
worker".

9. "Executive officer" means a person holding
any of the officer positions created by your
charter, constitution, by-laws or any other
similar governing document.

10. "Hostile fire" means one which becomes un-
controllable or breaks out from where it was
intended to be.

11. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your
work" that is known or thought to be de-
fective, deficient, inadequate or danger-
ous; or
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by:
a. The repair, replacement, adjustment or
removal of "your product" or "your work";
or
b. Your fulfilling the terms of the contract or
agreement.

12. "Insured contract" means:
a. A contract for a lease of premises. How-
ever, that portion of the contract for a
lease of premises that indemnifies any
person or organization for "property
damage" by fire or explosion to premises
while rented to you or temporarily occu-
pied by you with permission of the owner
is not an "insured contract";
b. A sidetrack agreement;
c. Any easement or license agreement, ex-
cept in connection with construction or
demolition operations on or within 50 feet
of a railroad;
d. An obligation, as required by ordinance,
to indemnify a municipality, except in
connection with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agree-
ment pertaining to your business (includ-
ing an indemnification of a municipality in
connection with work performed for a
municipality) under which you assume
the tort liability of another party to pay for
"bodily injury", "property damage" or
"personal and advertising injury" to a third
person or organization. Tort liability
means a liability that would be imposed
by law in the absence of any contract or
agreement.

Paragraph f. does not include that part of
any contract or agreement:
(1) That indemnifies a railroad for "bodily
injury", "property damage" or "per-
sonal and advertising injury" arising
out of construction or demolition op-
erations, within 50 feet of any rail-
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 18 of 22 road property and affecting any rail-road bridge or trestle, tracks, road-beds, tunnel, underpass or crossing;(2)That indemnifies an architect, engi-neer or surveyor for injury or damagearising out of:(a)Preparing,approving, or failingto prepare or approve, maps,shop drawings, opinions, re-ports, surveys, field orders,change orders or drawings andspecifications; or(b)Giving directions or instructions,or failing to give them, if that isthe primary cause of the injuryor damage;(3)Under which the insured, if an archi-tect, engineer or surveyor, assumesliability for an injury or damage aris-ing out of the insured's rendering orfailure to render professional serv-ices, including those listed inPara-graph(2)above and supervisory, in-spection, architectural or engineeringactivities;(4)That indemnifies an advertising, pub-lic relations or media consulting firmfor "personal and advertising injury"arising out of the planning, executionor failure to execute marketing com-munications programs. Marketingcommunications programs includebut are not limited to comprehensivemarketing campaigns; consumer,trade and corporate advertising forall media; media planning, buying,monitoring and analysis; direct mail;promotion; sales materials; design;presentations; point-of-sale materi-als; market research; public relationsand new product development;(5)Under which the insured, if an adver-tising, public relations or media con-sulting firm, assumes liability for"personal and advertising injury"arising out of the insured's renderingor failure to render professionalservices, including those serviceslisted in Paragraph (4), above;(6)That indemnifies a web-site designeror content provider, or Internetsearch, access, content or serviceprovider for injury or damage arisingout of the planning, execution or fail-ure to execute Internet services.Internet services include but are notlimited to design, production, distri-bution, maintenance and administra-tion of web-sites and web-banners;hosting web-sites; registering do-main names; registering with search engines; marketing analysis; andproviding access to the Internet orother similar networks; or(7)Under which the insured, if a web-site designer or content provider, orInternet search, access, content orservice provider, assumes liability forinjury or damage arising out of theinsured's rendering or failure to ren-der Internet services, including thoselisted in Paragraph (6), above.13."Leased worker" means a person leased toyou by a labor leasing firm under an agree-ment between you and the labor leasing firm,to perform duties related to the conduct ofyour business. "Leased worker" includes su-pervisors furnished to you by the labor leasingfirm. "Leased worker" does not include a"temporary worker".14."Loading or unloading" means the handling ofproperty:a.After it is moved from the place where it isaccepted for movement into or onto anaircraft, watercraft or "auto";b.While it is in or on an aircraft, watercraftor "auto"; orc.While it is being moved from an aircraft,watercraft or "auto" to the place where itis finally delivered;but "loading or unloading" does not includethe movement of property by means of a me-chanical device, other than a hand truck, thatis not attached to the aircraft, watercraft or"auto".15."Mobile equipment" means any of the follow-ing types of land vehicles, including any at-tached machinery or equipment:a.Bulldozers, farm machinery, forklifts andother vehicles designed for use princi-pally off public roads;b.Vehicles maintained for use solely on ornext to premises you own or rent;c.Vehicles that travel on crawler treads;d.Vehicles, whether self-propelled or not,maintained primarily to provide mobility topermanently mounted:(1)Power cranes, shovels, loaders, dig-gers or drills; or(2)Road construction or resurfacingequipment such as graders, scrap-ers or rollers;e.Vehicles not described ina., b., c.ord.above that are not self-propelled and aremaintained primarily to provide mobility to Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 19 of 22 permanently attached equipment of thefollowing types:(1)Air compressors, pumps and gen-erators, including spraying, welding,building cleaning, geophysical explo-ration, lighting and well servicingequipment; or(2)Cherry pickers and similar devicesused to raise or lower workers;f.Vehicles not described ina., b., c.ord.above maintained primarily for purposesother than the transportation of personsor cargo.However, self-propelled vehicles with thefollowing types of permanently attachedequipment are not "mobile equipment"but will be considered "autos":(1)Equipment designed primarily for:(a)Snow removal;(b)Road maintenance, but not con-struction or resurfacing; or(c)Street cleaning;(2)Cherry pickers and similar devicesmounted on automobile or truckchassis and used to raise or lowerworkers; and(3)Air compressors, pumps and gen-erators, including spraying, welding,building cleaning, geophysical explo-ration, lighting and well servicingequipment.However, "mobile equipment" does not in-clude any land vehicles that are subject to acompulsory or financial responsibility law orother motor vehicle insurance law in the statewhere it is licensed or principally garaged.Land vehicles subject to a compulsory or fi-nancial responsibility law or other motor vehi-cle insurance law are considered "autos".16."Occurrence" means an accident, includingcontinuous or repeated exposure to substan-tially the same general harmful conditions.17."Personal and advertising injury"means in-jury, including consequential "bodily injury",arising out of one or more of the following of-fenses:a.False arrest, detention or imprisonment;b.Malicious prosecution;c.The wrongful eviction from, wrongful entryinto, or invasion of the right of private oc-cupancy of a room, dwelling or premisesthat a person occupies, committed by oron behalf of its owner, landlord or lessor; d.Oral or written publication, in any manner,of material that slanders or libels a per-son or organization or disparages a per-son's or organization's goods, products orservices;e.Oral or written publication, in any manner,of material that violates a person's right ofprivacy;f.The use of another's advertising idea inyour "advertisement"; org.Infringing upon another's copyright, tradedress or slogan in your "advertisement".18."Pollutant" means any solid, liquid, gaseous orthermal irritant or contaminant, includingsmoke, vapor, soot, fumes, acids, alkalis,chemicals, petroleum, petroleum productsand petroleum by-products, and waste.Waste includes materials to be recycled, re-conditioned or reclaimed. "Pollutants" includebut are not limited to substances which aregenerally recognized in industry or govern-ment to be harmful or toxic to persons, prop-erty or the environment regardless of whetherthe injury or damage is caused directly or indi-rectly by the "pollutants" and whether:a.The insured is regularly or otherwise en-gaged in activities which taint or degradethe environment; orb.The insured uses, generates or producesthe "pollutant".19."Products-completed operations hazard":a.Includes all "bodily injury" and "propertydamage" occurring away from premisesyou own or rent and arising out of "yourproduct" or "your work" except:(1)Products that are still in your physicalpossession; or(2)Work that has not yet been com-pleted or abandoned. However,"your work" will be deemed com-pleted at the earliest of the followingtimes:(a)When all of the work called for inyour contract has been com-pleted; or(b)When all of the work to be doneat the job site has been com-pleted if your contract calls forwork at more than one job site;or(c)When that part of the work doneat a job site has been put to itsintended use by any person ororganization other than anothercontractor or subcontractorworking on the same project.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 20 of 22 Work that may need service, main-tenance, correction, repair or re-placement, but which is otherwisecomplete, will be treated as com-pleted.b.Does not include "bodily injury" or "prop-erty damage" arising out of:(1)The transportation of property, un-less the injury or damage arises outof a condition in or on a vehicle notowned or operated by you, and thatcondition was created by the "load-ing or unloading" of that vehicle byany insured;(2)The existence of tools, uninstalledequipment or abandoned or unusedmaterials; or(3)Products or operations for which theclassification, listed in the Declara-tions or in a schedule, states thatproducts-completed operations areincluded.20."Property damage" means:a.Physical injury to tangible property, in-cluding all resulting loss of use of thatproperty. All such loss of use shall bedeemed to occur at the time of the physi-cal injury that caused it; orb.Loss of use of tangible property that isnot physically injured. All such loss ofuse shall be deemed to occur at the timeof the "occurrence" that caused it.For the purposes of this insurance, "electronicdata" is not tangible property.21."Suit" means a civil proceeding in whichmoney damages because of "bodily injury","property damage" or "personal and advertis-ing injury" to which this insurance applies arealleged. "Suit" includes:a.An arbitration proceeding in which suchdamages are claimed and to which theinsured must submit or does submit withour consent;b.Any other alternative dispute resolutionproceeding in which such damages areclaimed and to which the insured submitswith our consent; orc.An appeal of a civil proceeding.22."Temporary worker" means a person who isfurnished to you to substitute for a permanent"employee" on leave or to meet seasonal orshort-term workload conditions.23."Volunteer worker" means a person who isnot your "employee", and who donates his or her work and acts at the direction of andwithin the scope of duties determined by you,and is not paid a fee, salary or other compen-sation by you or anyone else for their workperformed for you.24."Workplace" means that place and duringsuch hours to which the "employee" sustain-ing "bodily injury" was assigned by you, orany other person or entity acting on your be-half, to work on the date of "occurrence".25."Your product":a.Means:(1)Any goods or products, other thanreal property, manufactured, sold,handled, distributed or disposed ofby:(a)You;(b)Others trading under your name;or(c)A person or organization whosebusiness or assets you haveacquired; and(2)Containers (other than vehicles),materials, parts or equipment fur-nished in connection with suchgoods or products.b.Includes:(1)Warranties or representations madeat any time with respect to the fit-ness, quality, durability, performanceor use of "your product"; and(2)The providing of or failure to providewarnings or instructions.c.Does not include vending machines orother property rented to or located for theuse of others but not sold.26."Your work":a.Means:(1)Work or operations performed byyou or on your behalf; and(2)Materials, parts or equipment fur-nished in connection with such workor operations.b.Includes:(1)Warranties or representations madeat any time with respect to the fit-ness, quality, durability, performanceor use of "your work"; and(2)The providing of or failure to providewarnings or instructions.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 21 of 22 NUCLEAR ENERGY LIABILITY EXCLUSION(Broad Form)1.The insurance does not apply:A.Under any Liability Coverage, to "bodilyinjury" or "property damage":(1)With respect to which an insured un-der this Coverage Part is also an in-sured under a nuclear energy liabilitypolicy issued by Nuclear Energy Li-ability Insurance Association, MutualAtomic Energy Liability Underwriters,Nuclear Insurance Association ofCanada, or any of their successors,or would be an insured under anysuch policy but for its terminationupon exhaustion of its limit of liability;or(2)Resulting from the "hazardous prop-erties" of "nuclear material" and withrespect to which (a)any person ororganization is required to maintainfinancial protection pursuant to theAtomic Energy Act of 1954, or anylaw amendatory thereof, or (b) theinsured is, or had this Coverage Partnot been issued would be, entitled toindemnity from the United States ofAmerica, or any agency thereof, un-der any agreement entered into bythe United States of America, or anyagency thereof, with any person ororganization.B.Under any Medical Payments coverage,to expenses incurred with respect to"bodily injury" resulting from the "hazard-ous properties" of "nuclear material" andarising out of the operation of a "nuclearfacility" by any person or organization.C.Under any Liability Coverage, to "bodilyinjury" or "property damage" resultingfrom the "hazardous properties" of "nu-clear material", if:(1)The "nuclear material" (a)is at any"nuclear facility" owned by, or oper-ated by or on behalf of, an insured,or (b)has been discharged or dis-persed therefrom;(2)The "nuclear material" is contained in"spent fuel" or "waste" at any timepossessed, handled, used, proc-essed, stored, transported or dis-posed of, by or on behalf of an in-sured; or(3)The "bodilyinjury" or "property dam-age" arises out of the furnishing by an insured of services, materials,parts or equipment in connectionwith the planning, construction,maintenance, operation or use ofany "nuclear facility", but if such fa-cility is located within the UnitedStates of America, its territories orpossessions or Canada, this Exclu-sion (3)applies only to "propertydamage" to such "nuclear facility"and any property thereat.2.As used in this exclusion:"Hazardous properties" includes radioactive,toxic or explosive properties."Nuclear material" means "source material","special nuclear material" or "by-product ma-terial"."Source material", "special nuclear material",and "by-product material" have the meaningsgiven them in the Atomic Energy Act of 1954or in any law amendatory thereof."Spent fuel" means any fuel element or fuelcomponent, solid or liquid, which has beenused or exposed to radiation in a "nuclear re-actor"."Waste" means any waste material (a)con-taining "by-product material" other than thetailings or wastes produced by the extractionor concentration of uranium or thorium fromany ore processed primarily for its "sourcematerial" content, and (b)resulting from theoperation by any person or organization ofany "nuclear facility" included under the firsttwo paragraphs of the definition of "nuclearfacility"."Nuclear facility" means:A.Any "nuclear reactor";B.Any equipment or device designed orused for (1)separating the isotopes ofuranium or plutonium, (2)processing orutilizing "spent fuel", or (3)handling,processing or packaging "waste";C.Any equipment or device used for theprocessing, fabricating or alloying of"special nuclear material" if at any timethe total amount of such material in thecustody of the insured at the premiseswhere such equipment or device is lo-cated consists of or contains more than25 grams of plutonium or uranium 233 orany combination thereof, or more than250 grams of uranium 235; Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA 101 12 04Services Office, Inc., with its permission.Page 22 of 22 D.Any structure, basin, excavation, prem-ises or place prepared or used for thestorage or disposal of "waste";and includes the site on which any of theforegoing is located, all operations conductedon such site and all premises used for suchoperations. "Nuclear reactor" means any apparatus de-signed or used to sustain nuclear fission in aself-supporting chain reaction or to contain acritical mass of fissionable material."Property damage" includes all forms of ra-dioactive contamination of property.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 1 of 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL GENERAL LIABILITY BROADENED

ENDORSEMENT - VIRGINIA
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. Endorsement - Table of Contents:

Coverage: Begins on Page:

1. Employee Benefit Liability Coverage.......................................................................................3

2. Unintentional Failure to Disclose Hazards..............................................................................8

3. Damage to Premises Rented to You ........................................................................................8

4. Supplementary Payments.........................................................................................................9

5. Medical Payments......................................................................................................................9

6. 180 Day Coverage for Newly Formed or Acquired Organizations........................................9

7. Waiver of Subrogation............................................................................................................ 10

8. Automatic Additional Insured - Specified Relationships: .................................................. 10 • Managers or Lessors of Premises;
• Lessor of Leased Equipment;
• Vendors;
• State or Governmental Agency or Subdivision or Political Subdivision - Permits or Authorizations Relating to Premises; and
• Mortgagee, Assignee or Receiver

9. Property Damage to Borrowed Equipment..........................................................................13

10. Employees as Insureds - Specified Health Care Services and Good Samaritan Services ................................................................................................................................... 14

11. Broadened Notice of Occurrence.......................................................................................... 14

12. Nonowned Aircraft.................................................................................................................. 14

13. Bodily Injury Redefined..........................................................................................................14

14. Expected or Intended Injury Redefined................................................................................ 14

15. Former Employees as Insureds ............................................................................................ 14 B. Limits of Insurance:

The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below:

1. Employee Benefit Liability Coverage
Each Employee Limit: $1,000,000
Aggregate Limit: $3,000,000
Deductible Amount: $ 1,000

3. Damage to Premises Rented to You
The lesser of:
a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated $

4. Supplementary Payments
a. Bail Bonds: $2,500
b. Loss of Earnings: $ 500

5. Medical Payments
Medical Expense Limit: $ 10,000

9. Property Damage to Borrowed Equipment
Each Occurrence Limit: $10,000
Deductible Amount: $ 250
ENP 065 10 59 Eff. 04/19/24-04/19/25
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 2 of 14 C. Coverages

1. Employee Benefit Liability Coverage
a. The following is added to Section I -
Coverages:

Employee Benefit Liability Cover-
age
(1) Insuring Agreement
(a) We will pay those sums that
the insured becomes legally
obligated to pay as damag-
es caused by any act, error
or omission of the insured,
or of any other person for
whose acts the insured is
legally liable, to which th is
insurance applies. We will
have the right and duty to
defend the insured against
any "suit" seeking those
damages. However, we will
have no du ty to defend
against any "suit" seeking
damages to which this in-
surance does not apply. We
may, at our discretion, i n-
vestigate any report of an
act, error or omission and
settle any claim or "suit" that
may result. But:
1) The amount we will pay
for damages is limited
as described in Section
III - Limits of Insur-
ance; and
2) Our right and duty to
defend ends when we
have used up the appli-
cable limit of insurance
in the payment of judg-
ments or settlements.

No other obligation or liabil-
ity to pay sums or perform
acts or services is covered
unless explicitly provided for
under Supplementary
Payments.
(b) This insurance applies to
damages only if the act, er-
ror or omission, is negligent-
ly committed in the "admin-
istration" of your "employee
benefit program"; and
1) Occurs during the policy
period; or
2) Occurred prior to the
"first effective date" of
this endorsement pro-
vided:
a) You did not have
knowledge of a
claim or "suit"on or
before the "first ef-
fective date" of this
endorsement.

You will be
deemed to have
knowledge of a
claim or "suit"
when any "author-
ized representa-
tive";
i) Reports all, or
any part, of the
act, error or
omission to us
or any other
insurer;
ii) Receives a
written or ver-
bal demand or
claim for dam-
ages because
of the act, er-
ror or omis-
sion; and
b) There is no other
applicable in sur-
ance.
(2) Exclusions
This insurance does not apply to:
(a) Bodily Injury, Property
Damage or Personal and
Advertising Injury
"Bodily injury", " property
damage" or "personal and
advertising injury".
(b) Dishonest, Fraudulent,
Criminal or Malicious Act
Damages arising out of any
intentional, dishonest,
fraudulent, criminal or mali-
cious act, error or omission,
committed by any insured,
including the willful or reck-
less violation of any statute.
(c) Failure to Perform a Con-
tract
Damages arising out of fail-
ure of performance of con-
tract by any insurer.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 3 of 14 (d) Insufficiency of Funds
Damages arising out of an
insufficiency of funds to
meet any obligations under
any plan included in the
"employee benefit program".
(e) Inadequacy of Perfor-
mance of Invest-
ment/Advice Given With
Respect to Participation
Any claim based upon:
1) Failure of any invest-
ment to perform;
2) Errors in providing in-
formation on past per-
formance of investment
vehicles; or
3) Advice given to any
person with respect t o
that person's decision to
participate or not to par-
ticipate in any plan in-
cluded in the "employee
benefit program".
(f) Workers' Compensation
and Similar Laws
Any claim arising out of your
failure to comply with the
mandatory provisions of any
workers' compensation, un-
employment compensation
insurance, social security or
disability benefits law or any
similar law.
(g) ERISA
Damages for which any in-
sured is liable because of li-
ability im posed on a fiduci-
ary by the Employee Re-
tirement Income Security
Act of 1974, as now or
hereafter amended, or by
any similar federal, state or
local laws.
(h) Available Benefits
Any claim for benefits to the
extent that such benefits are
available, with reasonable
effort and cooperation of the
insured, from the applicable
funds accrued or other col-
lectible insurance.
(i) Taxes, Fines or Penalties
Taxes, fines or penalties, in-
cluding those imposed un-
der the Internal Revenue
Code or any similar state or
local law.
(j) Employment-Related Prac-
tices
Any liability arising out of
any:
(1) Refusal to employ;
(2) Termination of employ-
ment;
(3) Coercion, demotion,
evaluation, reassign-
ment, discipline, defa-
mation, harassment,
humiliation, discrimina-
tion or other employ-
ment - related practices,
acts or omissions; or
(4) Consequential l iability
as a result of (1), (2) or
(3) above.

This exclusion applies
whether the insured may be
held liable as an employer
or in any other capacity and
to any obligation to share
damages with or repay
someone else who must pay
damages because of the in-
jury.
(3) Supplementary Payments
Section I - Coverages, Sup-
plementary Payments - Cover-
ages A and B also apply to this
Coverage.
b. Who is an Insured
As respects Employee Benefit Lia-
bility Coverage, Section II - Who is
an Insured is replaced by the follow-
ing:
(1) If you are designated in the Dec-
larations as:
(a) An individual, you and your
spouse are insureds, but on-
ly with respect to th e con-
duct of a business of which
you are the sole owner.
(b) A partnership or joint ven-
ture, you are an insured.

Your members, your part-
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 4 of 14 ners, and their spouses are
also insureds but only with
respect to the conduct of
your business.
(c) A limited liability company,
you are an insured. Your
members are also insureds,
but only with respect to the
conduct of your business.

Your managers are in-
sureds, but only with respect
to their duties as your man-
agers.
(d) An organization other than a
partnership, joint venture or
limited liability company, you
are an insured. Your "execu-
tive officers" and directors
are insureds, but only with
respect to their duties as
your officers or directors.

Your stockholders are also
insureds, but only with re-
spect to their liability as
stockholders.
(e) A trust, you are an insured.

Your trustees are also in-
sureds, but only with respect
to their duties as trustees.
(2) Each of the following is also an
insured:
(a) Each of your "employees"
who is or was authorized to
administer your "employee
benefit program";
(b) Any persons, organizations
or "employees" having prop-
er temporary authorization
to administer your "employ-
ee benefit program" if yo u
die, but only until your legal
representative is appointed;
or
(c) Your legal representative if
you die, but only with re-
spect to duties as such. That
representative will have all
your rights and duties under
this Coverage Part.
(3) Any organization you newly ac-
quire or form, other than a part-
nership, joint venture or limited
liability company, and over which
you maintain ownership or major-
ity interest, will qualify as an in-
sured if no oth er similar insur-
ance applies to that organization.

However, coverage under this
provision:
(a) Is afforded only until the
180th day after you acquire
or form the organization or
the end of the policy period,
whichever is earlier; and
(b) Does not apply to any act,
error or omission that was
committed before you ac-
quired or formed the organi-
zation.
c. Limits of Insurance
As respects Employee Benefit Lia-
bility Coverage, Section III - Limits
Of Insurance is replaced by the fol-
lowing:
(1) The Limits of Insurance shown in
Section B. Limits of Insurance,

1. Employee Benefit Liability
Coverage and the rules below fix
the most we will pay regardless
of the number of:
(a) Insureds;
(b) Claims made or "suits"
brought;
(c) Persons or organizations
making claims or bringing
"suits";
(d) Acts, errors or omissions; or
(e) Benefits included in your
"employee benefit program".
(2) The Aggregate Limit shown in
Section B. Limits of Insurance,

1. Employee Benefit Liability
Coverage of this endorsement is
the most we will pay for all dam-
ages because of acts, errors or
omissions negligently committed
in the "administration" of your
"employee benefit program".
(3) Subject to the limit described in
(2) above, the Each Employee
Limit shown in Section B. Limits
of Insurance, 1. Employee
Benefit Liability Coverage of
this endorsement is the most we
will pay for all damages sus-
tained by any one "employee",
including damages sustained by
such "employee's" dependents
and beneficiaries, as a result of:
(a) An act, error or omission; or
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 5 of 14 (b) A series of related acts, er-
rors or omissions, regard-
less of the amount of time
that lapses between such
acts, errors or omissions;
negligently committed in the
"administration" of your "employ-
ee benefit program".

However, the amount paid under
this endorsement shall not ex-
ceed, and will be subject to the
limits and restrictions that apply
to the payment of benefits in any
plan included in the "employee
benefit program."
(4) Deductible Amount
(a) Our obligation to pay dam-
ages on behalf of the in-
sured applies only to the
amount of damages in ex-
cess of t he Deductible
Amount stated in the Decla-
rations as applicable to
Each Employee. The limits
of insurance shall not be re-
duced by the amount of this
deductible.
(b) The Deductible Amount
stated in the Declarations
applies to all damages sus-
tained by any one "employ-
ee", including such "employ-
ee's" dependents and bene-
ficiaries, because of all acts,
errors or omissions to which
this insurance applies.
(c) The terms of this insurance,
including those with respect
to:
1) Our right and duty to
defend the insured
against any "suits"
seeking those damag-
es; and
2) Your duties, and the du-
ties of any other in-
volved insured, i n the
event of an act, error or
omission, or claim;
apply irrespective of the ap-
plication of the Deductible
Amount.
(d) We may pay any part or all
of the Deductible Amount to
effect settl ement of any
claim or "suit" and, upon no-
tification of the action taken,
you shall promptly reim-
burse usfor such part of the
Deductible Amount as we
have paid.
d. Additional Conditions
As respects Employee Benefit Lia-
bility Coverage, Section IV - Com-
mercial General Liability Condi-
tions is amended as follows:
(1) Item 2. Duties in the Event of
Occurrence, Offense, Claim or
Suit is replaced by the following:

2. Duties in the Event of an
Act, Error or Omission, or
Claim or Suit
a. You must see to it that
we are notified as soon
as practicable of an act,
error or omission which
may result in a claim.

To the extent possible,
notice should include:
(1) What the act, error
or omission was
and when it oc-
curred; and
(2) The names and
addresses of any-
one who m ay suf-
fer damages as a
result of the act,
error or omission.
b. If a claim is made or
"suit" is brought against
any insured, you must:
(1) Immediately record
the specifics of the
claim or "suit" and
the date received;
and
(2) Notify us as soon
as practicable.

You must see to it that
we receive written no-
tice of the claim or "suit"
as soon as practicable.
c. You and any other in-
volved insured must:
(1) Immediately se nd
us copies of any
demands, notices,
summonses or le-
gal papers re-
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 6 of 14 ceived in connec-
tion with the claim
or "suit";
(2) Authorize us to ob-
tain records and
other information;
(3) Cooperate with us
in the investigation
or settlement of the
claim or defense
against the "suit";
and
(4) Assist us, upon our
request, in the en-
forcement of any
right against any
person or organi-
zation which may
be liable to the in-
sured because of
an act, error or
omission to which
this insurance may
also apply.
d. No insured will, except
at that insured's own
cost, voluntarily make a
payment, assume any
obligation, or incur any
expense without our
consent.
(2) Item 5. Other Insurance is re-
placed by the following:

5. Other Insurance
If other valid and collectible
insurance is available to the
insured for a loss we cover
under this Coverage Part,
our obligations are limited as
follows:
a. Primary Insurance
This insurance is prima-
ry except when c. below
applies. If this insurance
is primary, our obliga-
tions are not affected
unless any of the other
insurance is also prima-
ry. Then, we will share
with all that other insur-
ance by the method de-
scribed in b. below.
b. Method of Sharing
If all of the other insur-
ance permits contribu-
tion by equal s hares,
we will follow this meth-
od also. Under this ap-
proach each insurer
contributes equal
amounts until it has
paid its applicable limit
of insurance or none of
the loss remains,
whichever comes first.

If any of the other in-
surance does not permit
contribution by equal
shares, we will contrib-
ute by limits. Under this
method, each insurer's
share is based on the
ratio of its applicable
limit of insurance to the
total applicable limits of
insurance of all insur-
ers.
c. No Coverage
This insurance shall not
cover any loss for which
the insured is entitled to
recovery under any
other insurance in force
previous to the effective
date of this Coverage
Part.
e. Ad ditional Definitions
As respects Employee Benefit Lia-
bility Coverage, Section V - Defini-
tions is amended as follows:
(1) The following definitions are
added:

1. "Administration" means:
a. Providing information to
"employees", i ncluding
their dependents and
beneficiaries, with re-
spect to eligibility for or
scope of " employee
benefit programs";
b. Interpreting th e "em-
ployee b enefit pro-
grams";
c. Handling records in
connection with the
"employee benefit pro-
grams"; or
d. Effecting, continuing or
terminating any "em-
ployee's" participation in
any benefit included in
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of InsuranceGA210 VA 09 17Services Office, Inc., with its permission.Page7of 14 the"employee benefitprogram".However, "administration"does not include:a.Handlingpayroll deduc-tions; orb.The failureto effect ormaintain any insuranceor adequatelimitsof coverage of insurance,including but not limited to unemployment insur-ance, social security benefits,workers'com-pensationanddisability benefits.2."Cafeteriaplans"meansplansauthorized by applica-blelawtoallow "employees"to elect to pay for certainbenefitswith pre-tax dollars.3."Employee benefit pro-grams"meansa program providing some ofallof thefollowingbenefitsto"em-ployees", whether provided through a"cafeteria plan"or otherwise:a.Group lifeinsurance; group accident or health insurance; dental, vision andhearing plans; and flexiblespending ac-counts; providedthat no oneother than an"em-ployee"may subscribeto such benefitsand such benefitsaremade generally availabletothose"employees"whosatisfy the plan's eligibil-ity requirements;b.Profit sharingplans, employeesavingsplans, employeestock ownershipplans, pen-sion plans and stock subscription plans, pro-videdthat no one other than an"employee"may subscribe to such benefitsand suchbene-fits aremadegenerally availableto all"employ-ees"who are eligibleunder theplanfor such benefits; c.Unemploymentinsur-ance, social security benefits, workers'com-pensationanddisability benefits; andd.Vacationplans, includ-ingbuy andsell pro-grams; leaveof ab-sence programs, includ-ingmilitary, maternity, family,and civil leave; tuition assistance plans; transportation and health club subsidies.4."First effective date"meansthedate upon whichcover-agewasfirst effectedin aseries of uninterrupted re-newalsof insurancecover-age.(2)The following definitions arede-letedin their entirety and re-placed by the following:8."Employee"meansa personactively employed, formerlyemployed, on leaveofab-sence or disabled,orretired."Employee"includesa"leased worker". "Employee" doesnot include a"tempo-rary worker".21."Suit"meansa civil proceed-ingin whichmoney damag-esbecauseofanact,error or omission towhich thisin-surance applies arealleged. "Suit"includes:a.An arbitration proceed-ingin which such dam-agesareclaimedand to which the insuredmustsubmit ordoessubmit with our consent;b.Anyother alternative dispute resolutionpro-ceeding in whichsuch damagesare claimed andto which the in-suredsubmitswith our consent; orc.An appealofacivilpro-ceeding.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 8 of 14

2. Unintentional Failure to Disclose Haz-
ards
Section IV - Commercial General Liabil-
ity Conditions, 7. Representations is
amended by the addition of the following:

Based on our dependence upon your rep-
resentations asto existing hazards, if un-
intentionally you should fail to disclose all
such hazards at the inception date of your
policy, we will not reject coverage under
this Coverage Part based solely on such
failure.

3. Damage to Premises Rented to You
a. The last Paragraph of 2. Exclusions
under Section I - Coverage A - Bod-
ily Injury and Property Damage Li-
ability is replaced by the following:

Exclusions c. through q. do not apply
to "property damage" by fire, explo-
sion, lightning, s moke or soot to
premises while rented to you or tem-
porarily occupied by you with permis-
sion of the owner, for which the
amount we will pay is limited to the
Damage to Premises Rented to
You Limit as described in Section III
- Limits of Insurance.
b. The insurance provided under Sec-
tion I - Coverage A - Bodily Injury
and Property Damage Liability ap-
plies to "property damage" arising out
of water damage to premises that are
both rented to and occupied by you.
(1) As respects Water Damage Le-
gal Liability, as provided in Para-
graph 3.b. above:

The exclusions under Section I -
Coverage A - Bodily Injury and
Property Damage L iability, 2.

Exclusions, other than i. War
and the Nuclear Energy Liabil-
ity Exclusion (Broad Form), are
deleted and the following are
added:

This insurance does not apply to:
(a) "Property damage":
(i) Assumed in any con-
tract or agreement; or
(ii) Caused by or resulting
from any of the follow-
ing:
1) Wear and tear;
2) Rust or other cor-
rosion, decay, de-
terioration, hidden
or latent defect or
any quality in
property that caus-
es it to damage or
destroy itself;
3) Smog;
4) Mechanical break-
down, i ncluding
rupture or bursting
caused by centrif-
ugal force;
5) Settling, cracking,
shrinking or ex-
pansion;
6) Nesting or infesta-
tion, or discharge
or release of waste
products or secre-
tions, by insects,
birds, rodents or
other animals; or
7) Presence, growth,
proliferation,
spread or any ac-
tivity of fungus, in-
cluding mold or
mildew, and any
mycotoxins,
spores, s cents or
byproducts pro-
duced or released
by fungi.
(b) "Property damage" caused
directly or indirectly by any
of the following:
(i) Earthquake, volcanic
eruption, landslide or
any other earth move-
ment;
(ii) Water that backs up or
overflows or is other-
wise discharged from a
sewer, drain, sump,
sump pump or related
equipment;
(iii) Water under the ground
surface pressing on, or
flowing or seeping
through:
1) Foundations, walls,
floors or paved
surfaces;
2) Basements,
whether paved or
not; or
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 9 of 14 3) Doors, windows or
other openings.
(c) "Property damage" caused
by or resulting from water
that leaks or flows from
plumbing, heating, air condi-
tioning, f ire protection sys-
tems, or other equipment,
caused by or resulting from
freezing, unless:
(i) You did your best to
maintain heat in the
building or structure; or
(ii) You drained the equip-
ment and shut off the
water supply if the heat
was not maintained.
(d) "Property damage" to:
(i) Plumbing, heating, air
conditioning, fire protec-
tion systems, or other
equipment or applianc-
es; or
(ii) The interior of any
building or structure, or
to personal property in
the building or structure,
caused by or resulting
from rain, snow, sleet or
ice, whether driven by
wind or not.
c. Limit of Insurance
With respect to the insurance afford-
ed in Paragraphs 3.a. and 3.b. above,
the Damage to Premises Rented to
You Limit as shown in the Declara-
tions is amended as follows:
(1) Paragraph 6. of Section III -
Limits of Insurance is replaced
by the following:

6. Subject to Paragraph 5.
above, the Damage to
Premises Rented to You
Limit is the most we will pay
under Coverage A - Bodily
Injury and Property Dam-
age Liability for damages
because of "property dam-
age" to any one premises:
a. While rented to you, or
temporarily occupied by
you with permission of
the owner;
b. In the case of damage
by fire, explosion, light-
ning, smoke or soot,
while rented to you; or
c. In the case of damage
by wate r, while rented
to and occupied by you.
(2) The most we will pay is limited as
described in Section B. Limits of
Insurance, 3. Damage to Prem-
ises Rented to You of this en-
dorsement.

4. Supplementary Payments
Under Section I - Supplementary Pay-
ments - Coverages A and B:
a. Paragraph 2. is replaced by the fol-
lowing:

Up to the limit shown in Section B.

Limits of Insurance, 4.a. Bail Bonds
of this endorsement for cost of bail
bonds required because of accidents
or traffic law violations arising out of
the use of any vehicle to which the
Bodily Injury Liability Coverage ap-
plies. We do not have to furnish these
bonds.
b. Paragraph 4. is replaced by the fol-
lowing:

All reasonable expenses incurred by
the insured at our request to assist us
in the investigation or defense of the
claim or "suit", including actual loss of
earnings up to the limit shown in Sec-
tion B. Limits o f Insurance, 4.b.

Loss Of Earnings of this endorsement
per day because of ti me of f f rom
work.

5. Medical Payments
The Medical Expense Limit of Any One
Person as stated in th e Declarations is
amended to the limit shown in Section B.

Limits of Insurance, 5. Medical Pay-
ments of this endorsement.

6. 180 Day Coverage for Newly Formed or
Acquired Organizations
Section II - Who is an Insured is
amended as follows:

Subparagraph a. of Paragraph 3. is re-
placed by the following:
a. Insurance under this provision is af-
forded only until the 180th day after
you acquire or form the organization
or the end of the policy period,
whichever is earlier;
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 10 of 14

7. Waiver of Subrogation
Section IV - Commercial General Liabil-
ity Conditions, 9. Transfer of Rights of
Recovery Agai nst Others to Us is
amended by the addition of the following:

We waive any right of recovery we may
have against any person or organization
against whom you have agreed to waive
such right of recovery in a written contract
or agreement because of payments we
make for injury or damage arising out of
your ongoing operations or "your work"
done under a written contract or agree-
ment with that person or organization and
included in the "products-completed oper-
ations hazard". However, our rights may
only be waived prior to the "occurrence"
giving rise to the injury or damage for
which we make payment under this Cov-
erage Part. The insured must do nothing
after a loss to impair our rights. At our re-
quest, the insured will bring "suit" or trans-
fer those rights to us and help us enforce
those rights.

8. Automatic Additional Insured - Speci-
fied Relationships
a. The following is added to Section II -
Who is an Insured:
(1) Any person(s) or organization(s)
described in Paragraph 8.a.(2) of
this endorsement (hereinafter re-
ferred to as additional i nsured)
whom you are required to add as
an additional insured under this
Coverage Part by reason of a
written contract, written agree-
ment, written permit or written
authorization.
(2) Only the following persons or or-
ganizations are additional i n-
sureds under this endorsement,
and insurance coverage provided
to such additional insureds is lim-
ited as provided herein:
(a) Managers o r Lessors o f
Premises
The manager or lessor of a
premises leased to you with
whom you have agreed per
Paragraph 8.a.(1) of this en-
dorsement to provide insur-
ance, but only with respect
to liability arising out of the
ownership, maintenance or
use of that part of the prem-
ises leased to you, subject
to the following additional
exclusions:

This insurance does not ap-
ply to:
(i) Any "occurrence" which
takes place after you
cease to be a te nant in
that premises;
(ii) Structural alterations,
new construction or
demolition operations
performed by or on be-
half of such additional
insured.
(b) Lessor of Leased Equip-
ment
Any person or organization
from whom you lease
equipment when you and
such person(s) or organiza-
tion(s) have agreed per Par-
agraph 8.a.(1) of this en-
dorsement to provide insur-
ance. Such person(s) or or-
ganization(s) are insureds
only with respect to liability
for "bodily injury", "property
damage" or "personal and
advertising injury"caused, in
whole or in part, by yo ur
maintenance, operation or
use of equipment leased to
you by such person(s) or or-
ganization(s). A person's or
organization's status as an
additional insured under this
endorsement ends when
their contract or agreement
with you for such leased
equipment ends. However,
this insurance does not ap-
ply to any "occurrence"
which takes place after the
equipment lease expires.
(c) Vendors
Any person or organization
(referred to below as ven-
dor) with whom you have
agreed per Paragraph

8.a.(1) of this endorsement
to provide insurance, but on-
ly with respect to "bodily in-
jury" or "property damage"
arising out of "your products"
which are distributed or sold
in the regular course of the
vendor's business, subject
to the following additional
exclusions:

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 11 of 14 (i) The insurance af forded
the vendor does not
apply to:
1) "Bodily injury" or
"property damage"
for which the ven-
dor is obligated to
pay damages by
reason of the as-
sumption of liability
in a contract or
agreement. This
exclusion does not
apply to liability for
damages that the
vendor would have
in the absence of
the contract or
agreement;
2) Any express war-
ranty unauthorized
by you;
3) Any physical or
chemical change in
the product made
intentionally by the
vendor;
4) Repackaging, ex-
cept when un-
packed solely for
the purpose of in-
spection, demon-
stration, testing, or
the substitution of
parts under in-
structions from the
manufacturer, and
then repackaged in
the original c on-
tainer;
5) Any failure to make
such inspections,
adjustments, tests
or servicing as the
vendor has agreed
to make or normal-
ly undertakes to
make in the usual
course of busi-
ness, in connection
with the distribution
or sale of the
products;
6) Demonstration, in-
stallation, servicing
or repair opera-
tions, except such
operations per-
formed at the ven-
dor's premises in
connection with the
sale of the product;
7) Products which, af-
ter distribution or
sale by yo u, have
been labeled or re-
labeled or used as
a container, part or
ingredient of any
other thing or sub-
stance by or for the
vendor; or
8) "Bodily injury" or
"property damage"
arising out of the
sole negligence of
the vendor for its
own acts or omis-
sions or those of
its employees or
anyone else acting
on its behalf. How-
ever, this exclusion
does not apply to:
a) The excep-
tions contained
in Paragraphs
(c) (i) 4) or 6)
of th is en-
dorsement; or
b) Such inspec-
tions, adjust-
ments, tests or
servicing as
the vendor has
agreed to
make or nor-
mally under-
takes to make
in the usual
course o f
business, i n
connection
with the distri-
bution or sale
of the prod-
ucts.
(ii) This insurance does not
apply to any insured
person or organization:
1) From whom you
have a cquired
such products, or
any ingredient, part
or container, enter-
ing into, accompa-
nying or containing
such products; or
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 12 of 14 2) When liability in-
cluded within the
"products-
completed opera-
tions hazard" has
been excluded un-
der this Coverage
Part with respect to
such products.
(d) State or Governmental
Agency or Subdivision or
Political Subdivision -
Permits or Authorizations
Relating to Premises
Any state or governmental
agency or subdivision or po-
litical subdivision with which
you have agreed per Para-
graph 8.a.(1) of this en-
dorsement to provide insur-
ance, subject to the follow-
ing additional provision:

This insurance applies only
with respect to the following
hazards for which the state
or governmental agency or
subdivision or political sub-
division has issued apermit
or authorization in connec-
tion with premises you own,
rent or control and to which
this insurance applies:
(i) The existence, mainte-
nance, repair, construc-
tion, erection or removal
of advertising signs,
awnings, canopies, cel-
lar entrances, c oal
holes, driveways, man-
holes, marquees, hoist
away openings, side-
walk vaults, street ban-
ners or decorations and
similar exposures; or
(ii) The construction, erec-
tion or removal of eleva-
tors; or
(iii) The ownership, mainte-
nance or use of any el-
evators covered by this
insurance.
(e) Mortgagee, Assignee or
Receiver
Any person or organization
with whom you have agreed
per Paragraph 8.a.(1) of this
endorsement to provide in-
surance, but only with re-
spect to their liability as
mortgagee, assignee, or re-
ceiver and arising out of the
ownership, maintenance, or
use of the premises by you.

However, t his insurance
does not apply to structural
alterations, new construction
and demolition o perations
performed by or for that per-
son or organization.
(3) The insurance afforded to addi-
tional insureds described in Par-
agraph 8.a.(1) of this endorse-
ment:
(a) Only applies to the extent
permitted by law; and
(b) Will not be broader than that
which you are required by
the written contract, written
agreement, written permit or
written authorization to pro-
vide for such additional in-
sured; and
(c) Does not apply to any per-
son, organization, vendor,
state, governmental agency
or subdivision or political
subdivision, specifically
named as an additional i n-
sured under any other provi-
sion of, or endorsement
added to , this Coverage
Part, provided such other
provision or endorsement
covers the injury or damage
for which this insurance ap-
plies.
b. With respect to the insurance afford-
ed to th e additional insureds de-
scribed in Paragraph 8.a.(1) of this
endorsement, the following is added
to Section III - Limits of Insurance:

The most we will pay on behalf of the
additional insured is the amount of in-
surance:
(1) Required by the written contract,
written agreement, written permit
or written authorization described
in Paragraph 8.a.(1) of this en-
dorsement; or
(2) Available under the applicable
Limits of Insurance shown in the
Declarations;
whichever is less.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 13 of 14 This endorsement shall not increase
the applicable Limits of Insurance
shown in the Declarations.
c. Section IV - Commercial General
Liability Conditions is amended to
include the following:

Automatic Additional Insured Pro-
vision
This insurance applies only if the
"bodily injury" or "property damage"
occurs, or the "personal and advertis-
ing injury"offense is committed:
(1) During the policy period; and
(2) Subsequent to your execution of
the written contract or written
agreement, or the issuance of a
written permit or written authori-
zation, described in Paragraph

8.a.(1).
d. Section IV - Commercial General
Liability Conditions is amended as
follows:

Condition 5. Other Insurance is
amended to include:

Primary and Noncontributory In-
surance
This insurance is primary to and will
not seek contribution from any other
insurance available to an additional
insured per Paragraph 8.a.(1) of this
endorsement provided that:
(1) The additional i nsured is a
Named Insured under such other
insurance; and
(2) You have agreed in writing in a
contract, agreement, permit or
authorization described in 8.a.(2)
of this endorsement that this in-
surance would be primary and
would not seek contribution from
any other insurance available to
the additional insured.

9. Property Damage to Borrowed Equip-
ment
a. The following is added to Exclusion

2.j. Damage to Property under Sec-
tion I - Coverage A - Bodily Injury
and Property Damage Liability:

Paragraphs (3) and (4) of this exclu-
sion do not apply to tools or equip-
ment loaned to you, provided they are
not being used to perform operations
at the time of loss.
b. With respect to the insurance provid-
ed by this section of the endorse-
ment, the fo llowing additional provi-
sions apply:
(1) The Limits of Insurance shown in
the Declarations are replaced by
the limits designated in Section
B. Limits of Insurance, 9.

Property Damage to Borrowed
Equipment of this endorsement
with respect to coverage provid-
ed by this endorsement. These
limits are inclusive of and not in
addition to the limits being re-
placed. The Limits of Insurance
shown in Section B. Limits o f
Insurance, 9. Property Damage
to Borrowed Equipment of this
endorsement fix the most we will
pay in any one "occurrence" re-
gardless of the number of:
(a) Insureds;
(b) Claims made or "suits"
brought; or
(c) Persons or organizations
making claims or bringing
"suits".
(2) Deductible Clause
(a) Our obligation to pay dam-
ages on your behalf applies
only to the amount of dam-
ages for each "occurrence"
which are in excess of the
Deductible Amount stated in
Section B. Limits of Insur-
ance, 9. Property Damage
to Borrowed Equipment of
this endorsement. The limits
of insurance will not be re-
duced by the application of
such Deductible Amount.
(b) Section IV - Commercial
General Liability Condi-
tions, 2. Duties in the
Event of Occurrence, of-
fense, Claim Or Suit, ap-
plies to each claim or "suit"
irrespective of the amount.
(c) We may pay any part or all
of the deductible amount to
effect settl ement of any
claim or "suit" and, upon no-
tification of the action taken,
you shall promptly reim-
burse usfor such part of the
deductible amount as has
been paid by us.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Includes copyrighted material of Insurance
GA 210 VA 09 17 Services Office, Inc., with its permission. Page 14 of 14

10. Employees As Insureds - Specified
Health Care Services And Good Samar-
itan Services
Paragraph 2.a.(1)(d) under Section II -
Who Is An Insured does not apply to:
a. Your "employees" who provide pro-
fessional health care services on your
behalf as a duly licensed nurse,
emergency medical t echnician or
paramedic in the jurisdiction where an
"occurrence" or offense to which this
insurance applies takes place; or
b. Your "employees" or "volunteer work-
ers", other than an employed or vol-
unteer doctor, providing fir st aid or
good samaritan services during their
work hours for you will be deemed to
be acting within the scope of their
employment by you or performing du-
ties related to the conduct of your
business.

11. Broadened Notice Of Occurrence
Paragraph a. of Condition 2. Duties In
The Event Of Occurrence, Offense,
Claim Or Suit under Section IV - Com-
mercial General Liability Conditions is
replaced by the following:
a. You must see to it that we are notified
as soon as practicable of an "occur-
rence" or an offense which may result
in a claim. To the extent possible, no-
tice should include:
(1) How, when and where the "oc-
currence" or offense took place;
(2) The names and addresses of
any injured persons and wit-
nesses; and
(3) The nature and location of any
injury or damage arising out of
the "occurrence" or offense.

This requirement applies only when
the "occurrence" or offense is known
to an "authorized representative".

12. Nonowned Aircraft
The following is added to Exclusion 2.g.

Aircraft, Auto Or Watercraft under Sec-
tion I - Coverage A - Bodily Injury And
Property Damage Liability:

This exclusion does not apply to an air-
craft you do not own, provided that:
a. The pilot in command holds a current
effective certificate, issued by a duly
constituted authority of the United
States of America or Canada, desig-
nating that person as a commercial or
airline transport pilot;
b. The aircraft is rented with a trained,
paid crew; and
c. The aircraft does not transport per-
sons or cargo for a charge.

13. Bodily Injury Redefined
Section V - Definitions, 4. "Bodily injury"
is replaced by the following:

4. "Bodily injury" means bodily harm or
injury, sickness, disease, disability,
humiliation, shock, fright, mental an-
guish or mental injury, including care,
loss of services or death resulting
from any of these at any time.

14. Expected Or Intended Injury Redefined
The last sentence of Exclusion 2.a. Ex-
pected Or Intended Injury under Sec-
tion I - Coverage A - Bodily Injury And
Property Damage Liability is replaced by
the following:

This exclusion does not apply to "bodily
injury" or "property damage" resulting from
the use of reasonable force to protect per-
sons or property.

15. Former Employees As Insureds
The following is added to Paragraph 2.
under Section II - Who Is An Insured:

2. Each of the following is also an in-
sured:

Any of your former "employees", di-
rectors, managers, members, part-
ners or "executive officers", including
but not limited to retired, disabled or
those on leave of absence, but only
for acts within the scope of their em-
ployment by you or for duties related
to the conduct of your business.

Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F Policy#ENP0651059
Effective
04/19/24-04/19/25
Docusign Envelope ID: 03AD512F-907F-4275-9029-C86751F0F55F