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HomeMy WebLinkAboutAGMT - Holistic System Integration Solutions and Amendment 1(Post-Go-Live Transition Services) PROFESSIONAL SERVICES AGREEMENT Amendment No. 1 for Post-Go-Live Transition Services Between �F SEA( B % \��pPORg1Fo,'24 .°0 i*s *i i0 'Qi 11.E 11�12Cisp�FR 27 19���\��i City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Holistic System Integration Solutions P.O. Box 6313 La Quinta, CA 92248 (760) 861-6532 This Amendment No. 1, dated December 9, 2024, amends that certain agreement (Agreement) made as of August 26, 2024 by and between the City of Seal Beach (City), a California charter city, and Holistic System Integration Solutions (Consultant), a sole proprietorship (collectively, "the Parties"). RECITALS A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides post-go-live professional services to support implementation of the Tyler Enterprise, Permitting and Licensing software system. B. City and Consultant wish to amend the Agreement for Consultant to extend the executed document from September 1, 2024, for a seven month extension to conclude on June 30, 2025, and to increase the executed agreement for an additional $15,000 for continued support. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 2.0 (Term) of the September 1, 2024 Agreement is hereby amended for a seven month extension to expire June 30, 2025, to read as follows: The term of this Agreement shall commence on September 1, 2024 and shall remain in full force and effect until June 30, 2025 unless sooner terminated as provided in Section 5.0 of this Agreement. Section 2. Section 3.0 (Payment) of the September 1, 2024 Agreement is hereby amended to increase by $15,000, the contract amount to $20,000, to read as follows: City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of$20,000 (twenty thousand dollars) for the Term. Section 3. All references to the term "Agreement" throughout Sections 1 .0 through 35.0 inclusive, of the Agreement are hereby modified to include the this Amendment No. 1, dated December 9, 2024, as if all of those terms are fully set forth therein. Section 4. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. Section 4. The person executing this Amendment No. 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment 2 of 3 No. 1 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT: Holistic Systems Integration Solutions, a Sole Proprietorship By: Patrick Gallegos;-interim City - By: Manager V`j Name: Angelica Zarco Atte yf Its: President co By: •cam co Gloria . rper, 5A. `Q• CA[IFO�t Approved as to Form: By: 7. Ntithoias Ghirelli, City Attorney 3 of 3 r:h IF F I HOLISTIC SYSTEM INTEGRATION SOLUTIONS I • trio 0. iii'''i1 ►fi!H!f i r � '=w , ,_,_ viktios=irmiver..-‘ - * Proposal: City of Seal Beach Consulting Assistance for Implementation of Tyler's EnerGov Civic Services Software Angelica Zarco ;fFSEALe\ P.O. Box 6313 ,_° — F''• La Quinta, CA. 92248 �� _,=`.9C:\ • Office (760) 861-6532 0 — — azarco@holisticsystemint.com '. __ CA _ `P;r t/PORN-. www.holisticsystem-int.com --- Page 1 November 4, 2024 Alexa Smittle Community Development Director City of Seal Beach, California asmittleasealbeachca.c ov RE: Consulting services for post-implementation support of Tyler's EnerGov, Community Development Software System Dear Ms. Smittle. Holistic System Integration Solutions is pleased to submit this proposal to the City of Seal Beach Community Development Department, to provide post-implementation support of Tyler's, EnerGov Civic Services Software. Implementation of the City's new permitting system occurred on August 19'", 2024.The City desires to engage post-implementation support services for a period of up to one (1) year. Holistic looks forward to working with the City of Seal Beach to develop a model for efficient business operations that safely delivers development services to its customers. Thank you for consideration of our proposal. Sincerely, Holistic System Integration Solutions Angelica Zarco President/CEO Page 2 SCOPE OF WORK Provide post-implementation support of Tyler's. Enterprise Permitting software system to include the following: • Configuration/Business Process Integration • Fee Schedule/Structure configuration • System Reports Development Coordination (Forms/Documents/Reports) • GIS Coordination • Testing • Develop Standard Operating Procedures (SOP's) • Develop Training materials • Ticket creation to report system issues, monitoring and follow through to resolution • Conduct one-on-one and/or group sessions with City staff • Remote support services via phone/video conference Page 3 QUALIFICATIONS HOLISTIC SYSTEM INTEGRATION SOLUTIONS OUR PURPOSE Based in Riverside County, Holistic System Integration Solutions is dedicated to providing smart holistic solutions for PEOPLE software implementation and process integration. Holistic's in-depth understanding of land management systems, 1601111 comprehensive knowledge of municipal land development processes and proven system implementation/integration cut TURF experience, paired with our client's desires to achieve future system goals and capitalize on their investment while delivering exceptional customer service,ensures seamless and streamlined collaborations. TECHNOLOGY Holistic has developed streamlined solutions that utilize a holistic approach to system design and integration by balancing four major elements that are key to successful system implementation—People, Culture, Process, and Technology. This approach delivers system integration on a global scale while taking-into-account and minimizing adverse impacts to the organization. EXECUTION STRATEGY Our success is attributed to an execution strategy that incorporates the Lean Six Sigma, DMAIC (Define, Measure, Analyze. Improve, Control) method to software implementation/integration. The DMAIC approach allows them to continually identify and apply improvements to business processes through software system design that result in enhanced system performance. Change management strategies are also built into our programs to assist with the least impactful introduction of end-users to their new land management environment.This approach is imperative to organizational health. SERVICES PROVIDED (all of which may be provided remotely) • RFP Development • Develop Training Materials and Conduct Staff Training • Software System Implementation (New or Upgrade) • Vendor issue creation to report system issues. monitoring • Software Configuration/Integration and follow through to resolution • Workflow Development, Design and Automation • Conduct one-on-one and/or group sessions with staff • Fee Schedule/Structure Calculations • Remote support services via phone/video conference • System Reports Development Coordination • On-site and/or remote project management/support (Forms/Documents/Reports) services • GIS Implementation Coordination • Electronic plan review software Implementation/integration • System Testing • Develop Process/Project Action Team's to achieve project goals • Streamlined Strategies for Data Mapping/Migration Page 4 • Develop Standard Operating Procedures(SOP's) • Develop performance metrics and key performance indicators(KPI's)for increased productivity Holistic System Integration Solutions Experience CITY OF SAN CLEMENTE The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions to supplement their efforts during a staff transitional period and implementation/integration of a new GIS module. Holistic's ability to provide uninterrupted services while implementing a complex GIS module to their existing land management system resulted in a successful partnership. Services provided to the City included the following: • Review, analysis, coordination. testing and implementation of a new GIS module to their existing land management system. • Review, analysis, coordination and validation of the City's, County and Fire GIS data and migration into existing land management system. • Developed Standard Operating Procedures for City Staff use at implementation. • Developed roadmap and made recommendations to implement electronic plan review. • Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger program. • Provided configuration and system support services: CITY OF MEDFORD (OR) "Holistic quickly became a critical element to a successful implementation of a complex system for the City of Medford. The knowledge and resources provided were extremely hardworking and competent. We could not have achieved success without these resources." -Barbara Madruga The City of Medford procured Holistic System Integration Solutions to assist them with a complex implementation of a new software system just three months prior to their scheduled Go-Live date. Holistic addressed and fast-tracked resolutions for concerns surrounding their anticipated Go-Live schedule. Our assistance lead to a successful implementation. Services provided to the City included the following: • Conducted analysis of project timeline and task evaluation, identified critical stops and developed plan of action to accomplish scheduled tasks for successful Go-live. • Conducted business process and workflow analysis, made recommendations for streamlining and standardizing opportunities and configured in system. • Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration adjustments in accordance with desired workflows and business processes. • Conducted data migration analysis and developed streamlined methods for mapping and migration to new system. • Conducted GIS analysis and made recommendations for effective system implementation • Developed SOPs and conducted training to staff in all modules Page 5 • Implemented mobile inspection platform and conducted training for inspection staff • Made recommendations for system preparedness and roll-out to public CITY OF COACHELLA Holistic conducted an in-depth System Needs Analysis of the City of Coachella's existing land management software system (Eden) and processes surrounding their land development activities which included impacts to water & sewer Utilities and Environmental Compliance Departments. The analysis provided them with the ability to measure existing software system capabilities against newer, more sophisticated systems and identified process improvement/streamlining opportunities which will allow them to make informed decisions about future procurement of a new software system. Services provided to the City included the following: • Conducted comprehensive system needs analysis of various systems used, including the City's existing Eden land management system, and evaluated based on capability. efficiency and accessibility in comparison with newer land management systems available in today's market. • Conducted comprehensive business process review of land development activities and made recommendations for standardizing and streamlining opportunities. • Coordinated software vendor demonstrations and prepared system cost comparison. • Provided the City with a menu of short-term, mid-term and long-term next steps and made recommendations for actionable goals based on priority. • Provided roadmap for actionable items with realistic timelines for execution. CITY OF LA QUINTA The City of La Quinta sought to implement an on-line land management system for the Design&Development Department. Angelica Zarco (Systems Integration Manager), spearheaded implementation of the City's new land management software system, TRAKiT, which included strategic planning, streamlining, standardizing, implementation and integration of processes and systems for the Design and Development Department. Responsibilities included the following: • Development, configuration and implementation of the City's software system (TRAKiT) utilized for all development related, business license and Short-Term Vacation Rental application, review, processing and payment activities for both over the counter and online functionality. • Implemented the City's online, electronic plan review, GIS and mobile inspection platforms. • Engaged with City Staff to understand complex business processes, developed workflows, identified process improvements, streamlining opportunities, standardized business processes and integrated with relative software. • Developed Standard Operating Procedures and User Guides and conducted training for all modules. • Oversaw the City's Short-Term Vacation Rental Program which involved revamping the marketing and branding of the program. • Development of complex key performance indicators to measure business and system performance. Page 6 Angelica Zarco - Project Manager/President, Holistic SIS Business Process Review, Workflow Development, Streamlining and Standardizing for Improved Business Continuity, Configuration, SOP Development &Training Certifications • Intermediate Project Management- Microsoft Project; Lean Six Sigma— Lean Management Angelica has 14 years of municipal government experience with 10+ years directly related to Community Development. She was also employed as a Project Manager for 3 years with a major Southern California land development company where she managed large-scale tract home development projects. Her experience in both public and private land development sectors has granted her a unique perspective to the land management software implementation and integration process. She is able to utilize her knowledge and experience from behind both sides of the counter to accurately, efficiently and effectively interpret and deploy land management systems based on the critical business needs of cities and customers alike. Angelica was responsible for the successful implementation of the City of La Quinta's Design and Development Department's land management system, which included Permit, Project, Business License, AEC and GIS modules. She also implemented electronic plan review, mobile inspection and the eTRAKiT online platform which consisted of 82 land development application types. Angelica developed methods to successfully measure key performance indicators for business process and system performance. The implementation process included: • Establishing comprehensive strategic plans for implementation / integration of the Department's software system and various project initiatives including project budgets and schedule development /adherence. • Managing. assigning, and directing activities of various Project Action Teams (PAT's). • Developing, configuring, and implementing the City's TRAKiT software system • Conducting stakeholder workshops for eTRAKiT online permitting software. • Working with City Staff to understand their business processes, developing process workflows, and identifying process improvement opportunities prior to their integration into TRAKiT. • Developing and implementing standard operating procedures (SOPs) and user manuals, as well as City policies and best management practices (BMP's) • Conducting effective staff training utilizing SOP's and effective training materials Page 7 References Agency Contact Phone Number Email Address Holistic References City of Medford,Oregon Barbara Madruga, 541.774.2064 blmadruga@cityofinedford.org Technology&Innovation Director City of San Clemente, Brian Brower, California Information Technology Manager 949.361.8259 browerb@san-clemente.org Fee Information Cost of Services/Hour Price Total Project Cost Time and Materials—Contract Duration(Up to 1 Year) $125/hour $15,000 To be billed in Increments of no less than 30 minutes per task TOTAL CONTRACT AMOUNT $15,000 l Page 8 E. HOLISTIC SYSTEM INTEGRATION SOLUTIONS AIRMyFW.r kpoprimortisorip . • .,.. • 1,1,! .�■ ._�/� /'tom' 1,'1 11 tU Ji i ihI11,./:4/�i1�API%$PiR!��iIM�1= �• Mr • , , , Nit', ,ii _ r -,- Proposal: City of Seal Beach Consulting Assistance for Implementation of Tyler's EnerGov Civic Services Software Angelica Zarco ••" ;. SEA( e. P.O. Box 6313 — F,9 y La Quinta, CA. 92248 V� =��= nS . Office (760) 861-6532 '; I ='azarco©holisticsystemint.com •% . • ' .�c — AP 'I.c1/FOR •r www.holisticsystem-int.com Page 1 November 4, 2024 Alexa Smittle Community Development Director City of Seal Beach, California asmittleasealbeachca.gov RE: Consulting services for post-implementation support of Tyler's EnerGov, Community Development Software System Dear Ms. Smittle, Holistic System Integration Solutions is pleased to submit this proposal to the City of Seal Beach Community Development Department, to provide post-implementation support of Tyler's, EnerGov Civic Services Software. Implementation of the City's new permitting system occurred on August 19'h, 2024.The City desires to engage post-implementation support services for a period of up to one(1) year. Holistic looks forward to working with the City of Seal Beach to develop a model for efficient business operations that safely delivers development services to its customers. Thank you for consideration of our proposal. Sincerely, Holistic System Integration Solutions Angelica Zarco President/CEO Page 2 SCOPE OF WORK Provide post-implementation support of Tyler's, Enterprise Permitting software system to include the following: • Configuration/Business Process Integration • Fee Schedule/Structure configuration • System Reports Development Coordination (Forms/Documents/Reports) • GIS Coordination • Testing • Develop Standard Operating Procedures (SOP's) • Develop Training materials • Ticket creation to report system issues, monitoring and follow through to resolution • Conduct one-on-one and/or group sessions with City staff • Remote support services via phone/video conference Page 3 QUALIFICATIONS HOLISTIC SYSTEM INTEGRATION SOLUTIONS OUR PURPOSE Based in Riverside County, Holistic System Integration Solutions is dedicated to providing smart holistic solutions for PEOPLE software implementation and process integration. Holistic's in-depth understanding of land management systems, lor • comprehensive knowledge of municipal land development processes and proven system implementation/integration 401 PROCESS experience, paired with our client's desires to achieve future system goals and capitalize on their investment while delivering fl/A exceptional customer service,ensures seamless and streamlined collaborations. TECHNOLOGY Holistic has developed streamlined solutions that utilize a holistic approach to system design and integration by balancing four major elements that are key to successful system implementation—People, Culture, Process, and Technology. This approach delivers system integration on a global scale while taking-into-account and minimizing adverse impacts to the organization. EXECUTION STRATEGY Our success is attributed to an execution strategy that incorporates the Lean Six Sigma, DMAIC (Define, Measure, Analyze, Improve, Control) method to software implementation/integration. The DMAIC approach allows them to continually identify and apply improvements to business processes through software system design that result in enhanced system performance. Change management strategies are also built into our programs to assist with the least impactful introduction of end-users to their new land management environment.This approach is imperative to organizational health. SERVICES PROVIDED (all of which may be provided remotely) • RFP Development • Develop Training Materials and Conduct Staff Training • Software System Implementation (New or Upgrade) • Vendor issue creation to report system issues. monitoring • Software Configuration/Integration and follow through to resolution • Workflow Development, Design and Automation • Conduct one-on-one and/or group sessions with staff • Fee Schedule/Structure Calculations • Remote support services via phone/video conference • System Reports Development Coordination • On-site and/or remote project management/support (Forms/Documents/Reports) services • Electronic plan review software Implementation/integration • GIS Implementation Coordination • Develop Process/Project Action Team's to achieve project • System Testing goals • Streamlined Strategies for Data Mapping/Migration Page 4 • Develop Standard Operating Procedures(SOP's) • Develop performance metrics and key performance indicators(KPI's)for increased productivity Holistic System Integration Solutions Experience CITY OF SAN CLEMENTE The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions to supplement their efforts during a staff transitional period and implementation/integration of a new GIS module. Holistic's ability to provide uninterrupted services while implementing a complex GIS module to their existing land management system resulted in a successful partnership. Services provided to the City included the following: • Review, analysis, coordination, testing and implementation of a new GIS module to their existing land management system. • Review, analysis, coordination and validation of the City's. County and Fire GIS data and migration into existing land management system. • Developed Standard Operating Procedures for City Staff use at implementation. • Developed roadmap and made recommendations to implement electronic plan review. • Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger program. • Provided configuration and system support services: CITY OF MEDFORD (OR) "Holistic quickly became a critical element to a successful implementation of a complex system for the City of Medford. The knowledge and resources provided were extremely hardworking and competent. We could not have achieved success without these resources." -Barbara Madruga The City of Medford procured Holistic System Integration Solutions to assist them with a complex implementation of a new software system just three months prior to their scheduled Go-Live date. Holistic addressed and fast-tracked resolutions for concerns surrounding their anticipated Go-Live schedule. Our assistance lead to a successful implementation. Services provided to the City included the following: • Conducted analysis of project timeline and task evaluation, identified critical stops and developed plan of action to accomplish scheduled tasks for successful Go-live. • Conducted business process and workflow analysis, made recommendations for streamlining and standardizing opportunities and configured in system. • Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration adjustments in accordance with desired workflows and business processes. • Conducted data migration analysis and developed streamlined methods for mapping and migration to new system. • Conducted GIS analysis and made recommendations for effective system implementation • Developed SOPs and conducted training to staff in all modules Page 5 • Implemented mobile inspection platform and conducted training for inspection staff • Made recommendations for system preparedness and roll-out to public CITY OF COACHELLA Holistic conducted an in-depth System Needs Analysis of the City of Coachella's existing land management software system (Eden) and processes surrounding their land development activities which included impacts to water & sewer Utilities and Environmental Compliance Departments. The analysis provided them with the ability to measure existing software system capabilities against newer, more sophisticated systems and identified process improvement/streamlining opportunities which will allow them to make informed decisions about future procurement of a new software system. Services provided to the City included the following: • Conducted comprehensive system needs analysis of various systems used, including the City's existing Eden land management system, and evaluated based on capability, efficiency and accessibility in comparison with newer land management systems available in today's market. • Conducted comprehensive business process review of land development activities and made recommendations for standardizing and streamlining opportunities. • Coordinated software vendor demonstrations and prepared system cost comparison. • Provided the City with a menu of short-term, mid-term and long-term next steps and made recommendations for actionable goals based on priority. • Provided roadmap for actionable items with realistic timelines for execution. CITY OF LA QUINTA The City of La Quinta sought to implement an on-line land management system for the Design &Development Department. Angelica Zarco (Systems Integration Manager), spearheaded implementation of the City's new land management software system, TRAKiT, which included strategic planning, streamlining, standardizing, implementation and integration of processes and systems for the Design and Development Department. Responsibilities included the following: • Development, configuration and implementation of the City's software system (TRAKiT) utilized for all development related, business license and Short-Term Vacation Rental application, review, processing and payment activities for both over the counter and online functionality. • Implemented the City's online, electronic plan review, GIS and mobile inspection platforms. • Engaged with City Staff to understand complex business processes, developed workflows, identified process improvements, streamlining opportunities, standardized business processes and integrated with relative software. • Developed Standard Operating Procedures and User Guides and conducted training for all modules. • Oversaw the City's Short-Term Vacation Rental Program which involved revamping the marketing and branding of the program. • Development of complex key performance indicators to measure business and system performance. Page 6 Angelica Zarco - Project Manager/President, Holistic SIS Business Process Review, Workflow Development, Streamlining and Standardizing for Improved Business Continuity, Configuration, SOP Development &Training 'i4 Certifications • Intermediate Project Management- Microsoft Project; Lean Six Sigma—Lean Management Angelica has 14 years of municipal government experience with 10+ years directly related to Community Development. She was also employed as a Project Manager for 3 years with a major Southern California land development company where she managed large-scale tract home development projects. Her experience in both public and private land development sectors has granted her a unique perspective to the land management software implementation and integration process. She is able to utilize her knowledge and experience from behind both sides of the counter to accurately, efficiently and effectively interpret and deploy land management systems based on the critical business needs of cities and customers alike. Angelica was responsible for the successful implementation of the City of La Quinta's Design and Development Department's land management system. which included Permit, Project, Business License, AEC and GIS modules. She also implemented electronic plan review, mobile inspection and the eTRAKiT online platform which consisted of 82 land development application types. Angelica developed methods to successfully measure key performance indicators for business process and system performance. The implementation process included: • Establishing comprehensive strategic plans for implementation / integration of the Department's software system and various project initiatives including project budgets and schedule development /adherence. • Managing, assigning, and directing activities of various Project Action Teams (PAT's). • Developing, configuring, and implementing the City's TRAKiT software system • Conducting stakeholder workshops for eTRAKiT online permitting software. • Working with City Staff to understand their business processes, developing process workflows, and identifying process improvement opportunities prior to their integration into TRAKiT. • Developing and implementing standard operating procedures (SOPs) and user manuals, as well as City policies and best management practices (BMP's) • Conducting effective staff training utilizing SOP's and effective training materials Page 7 References Agency Contact Phone Number Email Address Holistic References City of Medford,Oregon Barbara Madruga, Technology&Innovation Director 541.774.2064 blmadruga@cityofinedford.org City of San Clemente, Brian Brower, California Information Technology Manager 949.361.8259 browerb@san-clemente.org Fee Information Cost of Services/Hour Price Total Project Cost Time and Materials—Contract Duration(Up to 1 Year) $125/hour $15,000 To be billed in Increments of no less than 30 minutes per task TOTAL CONTRACT AMOUNT $15,000 Page 8 ' ® DATE(MM/20IYYYY) AC CPR CERTIFICATE OF LIABILITY INSURANCE 12/20/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT CSC NAME: Mylo LLC PHONE (844)863-5950 FAX (A/C,No,Es* (A/C,Noy 8880 Ward Parkway E-MAIL ADDRESS: Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Kansas City MO 64114 INSURER A: Continental Casualty Company 20443 INSURED INSURER B: National Fire Insurance Company of Hartford 20478 Angelica Zarco DBA Holistic System Integration Solu INSURER C: 80787 Hayleigh Court INSURER D: INSURER E: INDIO CA 92201 INSURER F: COVERAGES CERTIFICATE NUMBER: CL24121122873 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL-SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occur ence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y N 7012581309 12/16/2024 12/16/2025 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY JECT PRO X LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: Employment Practices $ 10,000 AUTOMOBILE LIABILITY GOMBNJED5INGLE,kIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ g OWNED SCHEDULED N N 7012612557 01/20/2025 01/20/2026 BODILY INJURY(Per accident) $ AUTOS ONLY X AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) Medical payments $ 5,000 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N IA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Occurrence $2,000,000 Technology Errors&Omissions Liab A N N 7012581309 12/16/2024 12/16/2025 Aggregate $4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is added as an additional insured as provided in the blanket additional insured endorsement as it pertains to work being performed by the named insured under written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CITY OF SEAL BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 211 8TH STREET AUTHORIZED REPRESENTATIVE SEAL BEACH CA 90740 (• I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD WORKERS' COMPENSATION EXEMPTION DECLARATION for the CITY OF SEAL BEACH You are required to complete this form because you have not filed a certificate of workers'compensation insurance with the City of Seal Beach ('City"). California law requires all employers to carry workers' compensation insurance, even if they have only one employee. unless excluded under state law, It is your responsibility to comply with the law. If you do not know whether you are required to carry workers' compensation insurance, find out by contacting the California Department of Industrial Relations ("DIR"). Information is also available on the DIR s website at http//www dir ca gov If you are subject to the Workers Compensation Laws of California, you must promptly file a certificate of Workers' Compensation Insurance with the City. Alternatively. if you have a certificate of self-insurance from the DIR. you must file that certificate with the City. DOCUMENT REFERENCE [insert contract, job number, location, etc j: Professional Services Agreement for On-Call Professional Automation and Implementation Services Amendment No. 1 dated January 25. 2023 Work to be performed on premises _X_Yes No Nature of work to be performed Information Technology Services Business Name: Angelica Zarco, DBA Holistic System Integration Solutions _ Business Contact Information Angelica Zarco, P.O. Box 6313,La Quinta,CA. 92248 (name. address. telephone. email) (760)861-6532,azarco@holisticsystemint.com LEGAL FORM: (check applicable box) x Sole Proprietor f Limited Partnership _ General Partnership Corporation , Business Trust Limited Liability Company Other. _ ACKNOWLEDGEMENT (initial) I am the authorized representative of the Business mentioned above. I warrant that the Business has no employees other than the owners, officers, directors, partners, or other principals who have elected to be exempt from workers' compensation coverage under California law. I further warrant that I understand the requirements of Section 3700 et seq. of the California Labor Code concerning providing workers'compensation coverage for any employees of the Business. (initial) The Business agrees to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues. The Business agrees to hold the City of Seal Beach harmless from any loss or liability, which may arise from the Business's failure to comply with any such laws or regulations. (initial) Should the Business or its subcontractors hire employees to perform the work referenced above, the Business or its subcontractor(s) shall obtain workers' compensation insurance and provide proof of the coverage to the City of Seal Beach. (initial) I understand that this form constitutes a declaration by the Business against its financial interest, relative to any claims it should assert against the City of Seal Beach under the California workers' compensation or labor laws and serves as an addendum to the agreement. (initial) The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability, including workers' compensation claims and any liability that may be asserted or established by any party in the event the Business hires an employee in violation of this addendum. CERTIFICATION I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information provided in this Exemption Declaration is true and correct. Executed this 299' day of August 2023, at Riverside County. California. Business. Holistic System Integration Solutions B -- y Print Name/Title Angelica Zarco, Owner WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION,DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE,INTEREST,AND ATTORNEY'S FEES. CNA (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary—Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured—Extended Coverage IL Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates,Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a 'written contract' to provide insurance, but only with respect to 'bodily injury' 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: 1. The insurance afforded the vendor does not apply to a. 'Bodily injury' or 'property damage'for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container: e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container. part or ingredient of any other thing or substance by or for the vendor: or SB146932G (10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. SB 146932G (Ed. 10-19) h. 'Bodily injury' or'property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f., or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if 'bodily injury' or 'property damage' included within the 'products- completed operations hazard' is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a 'written contract.' 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with. a. A higher limit of insurance than required by such 'written contract;' b. Coverage broader than required by such 'written contract' and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for 'bodily injury' or 'property damage' included within the 'products-completed operations hazard.' But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of. (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these 8 premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for 'bodily injury,' 'property damage' or 'personal and advertising injury' as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for 'bodily injury,' 'property damage,' or 'personal and advertising injury' as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Reserved SB 146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for 'bodily injury,' 'property damage' or 'personal and advertising injury' caused in whole or in part by your maintenance, operation or use of such equipment, provided that the 'occurrence" giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury' takes place prior to the termination of such lease e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for'bodily injury," 'property damage' or 'personal and advertising injury' arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the 'occurrence' giving rise to such 'bodily injury' or "property damage' or the offense giving rise to such 'personal and advertising injury,'takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for 'bodily injury,' 'property damage" or 'personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury,' takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receivers liability for 'bodily injury,' "property damage" or 'personal and advertising injury' arising out of the ownership, maintenance, or use of a premises by you This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for 'bodily injury,' 'property damage" or 'personal and advertising injury' arising out of (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to'. (a) 'Bodily injury', 'property damage" or "personal and advertising injury' arising out of operations performed for the state or government agency or subdivision or political subdivision, or (b) 'Bodily injury° or "property damage" included within the "products-completed operations hazard ' With respect to this provision's requirement that additional insured status must be requested under a 'written contract,'we will treat as a 'written contract° any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for 'bodily injury,' 'property damage,' or 'personal and advertising injury'caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for 'bodily injury.' 'property damage' or 'personal and advertising injury' for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For 'bodily injury," "property damage,' or 'personal and advertising injury' arising out of the rendering or failure to render any professional services; (2) For 'bodily injury" or 'property damage' included in the 'products-completed operations hazard.' But this provision(2)does not apply to such 'bodily injury" or 'property damage' if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the 'written contract', and (b) The 'written contract' requires you to make the person or organization an additional insured for such 'bodily injury' or"property damage', or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B.above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a 'written contract' requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: 'Written contract° means a written contract or agreement that requires you to make a person or s organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The 'bodily injury" or 'property damage ° or (b) The offense that caused the "personal and advertising injury', for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds, c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds, or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions. and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of. (1) 'Bodily injury' or "personal and advertising injury' to any fellow employee or to any natural person listed in paragraphs a.through d. above, (2) 'Property damage' to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision. and the changes made by this endorsement to such provision do not apply. A. Bodily injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of 'Bodily injury' is deleted and replaced by the following: 'Bodily injury' means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such 'occurrence,' offense, claim or 'suit' is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any°executive officer' or insurance manager, if you or an additional insured is a corporation, (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1.is amended to add the following. The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your 'employees' for 'bodily injury' that results from providing cardiopulmonary resuscitation or other first aid services to a co-'employee' or 'volunteer worker' that becomes necessary while your 'employee' is performing duties in the conduct of your business. Your "employees' are hereby insureds for such services. But the insured status conferred by this provision does not apply to 'employees' whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property 'Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the 'property damage' arises out of any part of those premises, 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured: 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage' arises out of those operations. or 6. That particular part of any property that must be restored, repaired or replaced because 'your work' was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are 'your work' and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to 'property damage' (other than damage by fire A or explosion)to premises. (1) rented to you. (2) temporarily occupied by you with the permission of the owner, or 8 (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage' included in the "products- _ completed operations hazard ' 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g,h, i, k, I,m,n,and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright,CNA All Rights Reserved SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of 'property damage' to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000, or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured, or (b) Any 'executive officer,' director, stockholder, partner. member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury' is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright.CNA All Rights Reserved. OF5tAC9�. MEMO '•*iFORN0' DATE: December 16, 2024 TO: Gloria Harper CC: Megan Coats FROM: Alexa Smittle SUBJECT: Holistic System Integration Solutions PURPOSE The purpose of this memo is to approve the Risk Management — Insurance Requirements for the contract with Holistic System Integration Solutions BACKGROUND Section 17.0, Insurance, in the professional services agreement for Temporary Software Implementation Services between the City of Seal Beach and Holistic System Integration Solutions states the 17.2.5 Cyber Security and Privacy Liability Insurance should be secured within the agreement. 17.2.5 is exempt as the Technology errors and omission liability (17.2.4) covers the insurance in 17.2.5. SB146932G CNA (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured-Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary-Noncontributory provision 1.b. Definition of"written contract" 2. Additional Insured-Extended Coverage II. Liability Extension Coverages A. Bodily Injury-Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability-Damage to Premises F. Personal and Advertising Injury-Discrimination or Humiliation G. Personal and Advertising Injury-Broadened Eviction H. Waiver of Subrogation-Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED-BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a 'Written contract" to provide insurance, but only with respect to "bodily injury" 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: 1. The insurance afforded the vendor does not apply to: a. "Bodilyinjury or" damage"for which the vendor is obligated to paydamages byreason of the 1 rY "property � 9 9 assumption 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; b. Any express warranty unauthorized by you; 8 C. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into,accompanying or containing such products. 3. This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a'written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a.through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for"bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or"property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury,""property damage"or"personal and advertising injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this s insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: mom (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." NEM With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a"written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury"caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard."But this provision(2)does not apply to such"bodily injury"or"property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract";and (b) The"written contract' requires you to make the person or organization an additional insured for such "bodily injury"or"property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B.above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily injury"or"property damage;"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual,then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture,then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury-Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates,Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury' that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability-Damage To Premises 1. Under B.Exclusions,1.Applicable to Business Liability Coverage, Exclusion k.Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B.Exclusions, 1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g,h,t, k, I,m,n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager(if you are a limited liability company)of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. O G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. = H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright,CNA All Rights Reserved. A�� DATE(MM/DD/YYYY) C CERTIFICATE OF LIABILITY INSURANCE 12/20/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT CSC NAME: Mylo LLC PHONE (844)863-5950 FAX (A/C,No,Ext): (A/C,No): 8880 Ward Parkway E-MAIL ADDRESS: Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Kansas City MO 64114 INSURER A: Continental Casualty Company 20443 INSURED INSURER B: National Fire Insurance Company of Hartford 20478 Angelica Zarco DBA Holistic System Integration Solu INSURER C: 80787 Hayleigh Court INSURER D: INSURER E: INDIO CA 92201 INSURER F: COVERAGES CERTIFICATE NUMBER: CL24121122873 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 AUUL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD IA/VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RtN I tU 1,000,000 PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 A Y N 7012581309 12/16/2024 12/16/2025 PERSONAL BADVINJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 4,000,000 POLICY PRO X LOC PRODUCTS-COMP/OPAGG $ 4,000,000 PRO- OTHER: Employment Practices $ 10,000 AUTOMOBILE LIABILITY GOMBINED GSNOCE•HM IT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ B OWNED AUTOS ONLY u AU v SCHEDULED N N 7012612557 01/20/2025 01/20/2026 BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ _ AUTOS ONLY - AUTOS ONLY (Per accident) Medical payments $ 5,000 UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Occurrence $2,000,000 Technology Errors&Omissions Liab A N N 7012581309 12/16/2024 12/16/2025 Aggregate $4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is added as an additional insured as provided in the blanket additional insured endorsement as it pertains to work being performed by the named insured under written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CITY OF SEAL BEACH ACCORDANCE WITH THE POLICY PROVISIONS. 211 8TH STREET AUTHORIZED REPRESENTATIVE SEAL BEACH CA 90740 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD S CNA (Ed 10- 9) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary—Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured—Extended Coverage II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates,Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" 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: 1. The insurance afforded the vendor does not apply to: a. "Bodily Injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d,or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products,or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a'written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract;" b. Coverage broader than required by such 'Written contract" and in no event greater than that described by the applicable paragraph a.through k. below;or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for"bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for"bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising Injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or"property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance,or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury,""property damage"or"personal and advertising Injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings,sidewalk vaults,street banners, or decorations and similar exposures;or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily Injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a 'written contract,"we will treat as a 'written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G(10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. SB 146932G (Ed. 10-19) I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising Injury"caused by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard."But this provision(2)does not apply to such"bodily injury"or"property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract";and (b) The"written contract" requires you to make the person or organization an additional insured for such"bodily injury"or"property damage";or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B.above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a"written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily injury"or"property damage;"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual,then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture,then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds;or e. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee;or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury-Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; s (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; 0 (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates,Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B.Exclusions,1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care,custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner,or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B.Exclusions, 1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g,h,I,k,I,m,n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G(10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. SB 146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury-Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of"personal and advertising Injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any"executive officer," director, stockholder, partner, member or manager(if you are a limited liability company)of the insured;and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G(10-19) Page 7 of 7 Copyright,CNA All Rights Reserved. CNA Policyholder Notice - Fraud Notification IMPORTANT INFORMATION POLICYHOLDER FRAUD NOTIFICATION Alabama: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly presents false information in an application for insurance is guilty of crime and may be subject to restitution, fines, or confinement in prison, or any combination thereof. Alaska: A person who knowingly and with intentto injure, defraud, or deceive an insurance company files a claim containing false, incomplete, or misleading information may be prosecuted under state law. Arizona: For your protection Arizona law requires the following statemento appear on this form. Any person who knowingly presents a false or fraudulent claim for payment of a loss is subjecto criminal and civil penalties. Arkansas, Louisiana, Rhode Island, West Virginia: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. California: For your protection, California law requires the following to appear on this form: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or to make a claim for the payment of a loss is guilty of a crim®nd may be subject to fines and confinement in state prison. Colorado: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies. CNA104750XX(6-23) Copyright CNA All Rights Reserved. Page 1 of 5 CNA Policyholder Notice - Fraud Notification Connecticut, Georgia, Hawaii, Illinois, Iowa, Massachusetts, Mississippi, Missouri, Montana, Nebraska, Nevada, North Carolina, North Dakota, South Carolina, South Dakota, Texas, Utah, Vermont: Any person who knowingly presents false or fraudulent informationn an application for insurance, to obtain or amend insurance coverage or to make a claim for the paymentof a loss is guilty of a crime and may be subject to criminal and/or civil penalties. Delaware: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, files a statement of claim containing any false, incomplete or misleading information is guilty of a felony. District of Columbia: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant. Florida: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony of the third degree. Idaho: Any person who knowingly, and with intent to defraud or deceive any insurance company, files a statement of claim containing any false, incomplete, or misleading information is guilty of a felony. Indiana: Any person who knowingly and with intent to defraud an insurer files a statement of claim containing any false, incomplete, or misleading information commits a felony. Kansas: Any person who knowingly presents false or fraudulent information in an application for insurance, to obtain or amend insurance coverage, or to make a claim for the payment of a loss is guilty of a crime and may be subject to criminal and/or civil penalties. A "fraudulent insurance act" means an act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto. CNA104750XX (6-23) Copyright CNA All Rights Reserved. Page 2 of 5 CNA Policyholder Notice - Fraud Notification Kentucky: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime. Maine: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding thecompany. Penalties may include imprisonment, fines or a denial of insurance benefits. Maryland: Any person who knowingly and willfully presents afalse or fraudulent claim for payment of a loss or benefit or who knowingly or willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison. Michigan, Wisconsin, Wyoming: Any person who knowingly presents false or fraudulent information to obtain or amend insurance coverage or make a claim for the payment of a loss is guilty of a crime and may be subject to criminal and/or civil penalties. Minnesota: A person who files a claim with intent to defraud or helps commit a fraud against an insurer is guilty of a crime. New Hampshire: Any person who, with a purpose to injure, defraud, or deceive any insurance company, files a statement of claim containing any false, incomplete, or misleading information is subject to prosecution and punishment for insurance fraud, as provided in RSA 638:20. I New Jersey: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. New Mexico: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO CIVIL FINES AND CRIMINAL PENALTIES. New York -SIGNATURE REQUIRED(See bottom of this notice) Ohio: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of - insurance fraud. - Oklahoma: WARNING: Any person who knowingly and with intent to injure, defraud, or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony CNA104750XX(6-23) Copyright CNA All Rights Reserved. Page 3 of 5 CNA Policyholder Notice - Fraud Notification Oregon: Any person who, with an intent to knowingly defraud or knowingly facilitate a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement of material fact, may be guilty of insurance fraud and subject to criminal or civil penalties. Pennsylvania: Any person who knowingly and with intent todefraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. Puerto Rico: Any person who knowingly and with the intention of defrauding presents false information in an insurance application, or presents, helps, or causes the presentation of a fraudulent claim for the payment of a loss or any other benefit, or presents more than one claim for the same damage or loss, shall incur a felony and, upon conviction, shall be sanctioned for each violation by a fine of not less than five thousand dollars ($5,000) and not more than ten thousand dollars ($10,000), or a fixed term of imprisonment for three (3) years, or both penalties. Should aggravating circumstances be present, the penalty thus established may be increased to a maximum of five (5) years, if extenuating circumstances are present, it may be reduced to a minimum diuvo (2) years. Tennessee, Virginia: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits. Washington: It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment fines and denial of insurance benefits. CNA104750XX (6-23) Copyright CNA AD Rights Reserved. Page 4 of 5 CNA Policyholder Notice - Fraud Notification NEW YORK ONLY- Signature Required: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation. Auto: Any person who knowingly makes or knowingly assists, abets, solicits or conspires with another to make a false report of the theft, destruction, damage or conversion otiny motor vehicle to a law enforcement agency, the department of motor vehicles or an insurance company, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the value of the subject motor vehicle or stated claim for each violation. Fire: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime. The proposed insured affirms that the foregoing information is true and agrees that these applications shall constitute a part of any policy issued whether attached or not and that any willful concealment or misrepresentation of a material fact or circumstances shall be grounds to rescind the insurance policy. Insured Applicant Date Authorized Representative Title EMS omm CNA104750XX (6-23) Copyright CNA All Rights Reserved. Page 5 of 5 CNA Policy Holder Notice - Request for Jurisdictional Inspection of Boilers and Pressure Vessels Risk Control Request for Jurisdictional Inspection Of Boilers and Pressure Vessels Jurisdictions issue certificates permitting the operation of certain equipment such as boilers,water heaters,and pressure vessels. Periodic inspections are required to renew these certifications. In most jurisdictions,commissioned inspectors are authorized to perform these inspections. Below is CNA contact information to request an inspection of owned/operated pressure equipment that requires a state, county, city, parish or province certificate to legally operate and is insured under this CNA policy. Some jurisdictions require the insurance company of record to pay certificate fees on behalf of their insureds and allow the insurance company to recoup this expense. Please note that failure to notify CNA can result in fines and penalties issued to the equipment owner by the governing jurisdiction. CNA is not responsible for these fines or penalties. Note:Jurisdictional inspections are only conducted inside the United States, its territories, possessions, and Canada. To contact CNA to request a jurisdictional inspection, use Please provide the following information to facilitate one of the following methods: your request: 1.cna.com/riskcontrol • Policyholder name 2. Phone: 866-262-0540 • 10-digit CNA policy number 3. Scan QR code: • Inspection contact name and title • Inspection contact phone number 1 • Inspection contact email address JI/IIIIIII11I;:ii.' I • I II11111 rmii :' 'I'1,II1: '1 I 0 1 • NYC inspections: DOB NOW registered email address is U'. III I1 II I required .' 1'll I''I'"I"I61 ,'l11 'I III_ : I,ll 1.',II • Facility/location name (where the objects are located) 'I 11111111111 ' I I I I 'I' II I 1 1 111 1 :'I,1 1, 1.1'1'1:' l • Facility/location address (complete street,city, state, ZIP) 11111 I ' ' .'I1�1 '" I'I"'IIII' III': i' • Reason for inspection (new installation, certificate I.I1:11111 I" 1:1 1' I. ��' :11 II', renewal,follow-up inspection,other) II � " " ill I.II �111 �11 :1I, ' I:' nII •Additional details for the inspector '11:1.11 I•II 'I III III:" �. QOE CNA62823XX(04-2023) Copyright CNA All RighlsResented. Page 1 of 1 CNA Policy Holder Notice - Offer of Terrorism Coverage; Disclosure of Premium IMPORTANT INFORMATION NOTICE - OFFER OF TERRORISM COVERAGE; DISCLOSURE OF PREMIUM THIS NOTICE DOES NOT FORM A PART OF THE POLICY, GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. As used herein, 1) "we" means the insurer listed on the Declarations or the Certificate of Insurance, as applicable; and 2) "you" means the first person or entity named on the Declarations or the Certificate of Insurance, as applicable. You are hereby notified that under the Terrorism Risk Insurance Act, as extended and reauthorized ("Act"), you have a right to purchase insurance coverage of losses arising out of acts of terrorism, as defined in Section 102(1) of the Act, subject to all applicable policy provisions. The Terrorism Risk Insurance Act established a federal program within the Department of the Treasury, under which the federal government shares, with the insurance industry, the risk of loss from future terrorist attacks. This Notice is designed to alert you to coverage restrictions and to certain terrorism provisions in the policy. If there is any conflict between this Notice and the policy (including its endorsements), the provisions of the policy (including its endorsements) apply. CHANGE IN THE DEFINITION OF A CERTIFIED ACT OF TERRORISM The Act applies when the Secretary of the Treasury certifies that an event meets the definition of an act of terrorism. Originally, the Act provided that to be certified, an act of terrorism must cause losses of at least five million dollars and must have been committed by an individual or individuals acting on behalf of any foreign person or foreign interest to coerce the government or population of the United States. However, the 2007 re-authorization of the Act removed the requirement that the act of terrorism must be committed by or on behalf of a foreign interest, and now certified acts of terrorism may encompass, for example, a terrorist act committed against the United States government by a United States citizen, when the act is determined by the federal government to be"a certified act of terrorism." In accordance with the Act, we are required to offer you the ability to purchase coverage for losses resulting from an Iact of terrorism that is certified under the federal program. The other provisions of this policy, including nuclear, war P, or military action exclusions, will still apply to such an act. DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES The Department of the Treasury will pay a share of terrorism losses insured under the federal program. Beginning in 2020,the federal share equals 80%of that portion of the amount of such insured losses that exceeds the applicable -_ insurer retention. LIMITATION ON PAYMENT OF TERRORISM LOSSES If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $100 billion in a calendar year (January 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds$100 billion. Further, this coverage is subject to a limit on our liability pursuant to the federal law where, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year (January 1 through December 31) and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds$100 billion. In such case, insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. CNA81758XX(01-21) Copyright CNA All Rights Reserved. Page 1 of 2 CNA Policy Holder Notice - Offer of Terrorism Coverage; Disclosure of Premium CONFIRMATION OF ACCEPTANCE OF COVERAGE In accordance with the Act, we offered you coverage for losses resulting from an act of terrorism that is certified under the federal program. This notice confirms that you have chosen to accept our offer of coverage for certified acts of terrorism. The policy's other provisions, including nuclear, war or military action exclusions, will still apply to such an act. The premium charge for terrorism coverage, if any, is shown separately on the Declarations or the Certificate of Insurance, as applicable. CNA81758XX(01-21) Copyright CNA All Rights Reserved. Page 2 of 2 CNA CNA Connect Renewal Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM - POLICY PERIOD - TO B 7012581309 CONTINENTAL CASUALTY COMPANY 12/16/2024 12/16/2025 151 N Franklin CHICAGO, IL 60606 INSURED NAME AND ADDRESS Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 AGENCY NUMBER AGENCY NAME AND ADDRESS 085083 CS&S/MYLO LLC 8880 WARD PKWY STE 200 KANSAS CITY, MO 64114 Phone Number: (844)863-5950 BRANCH NUMBER BRANCH NAME AND ADDRESS 310 KANSAS CITY BRANCH 7400 COLLEGE BLVD. STE. 650 OVERLAND PARK, KS 66210 Phone Number: (913) 661-2700 This policy becomes effective and expires at 12:01 A.M. standard time at your mailing address on the dates shown above. The Named Insured is an Individual. Your policy is composed of this Declarations, with the attached Common Policy Conditions, Coverage Forms, and Endorsements, if any. The Policy Forms and Endorsement Schedule shows all forms applicable to this policy at the time of policy issuance. The Estimated Policy Premium Is $3,581.00 Terrorism Risk Insurance Act Premium $7.00 Audit Period is Not Auditable INSURED Page 1 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 PROPERTY COVERAGE LIMIT OF INSURANCE The following deductible applies unless a separate deductible is shown on the Schedule of Locations and Coverage. Deductible: $1,000 Business Income and Extra Expense Coverage Business Income and Extra Expense 12 Months Actual Loss Sustained Business Income and Extra Expense - Deductible 72 HOURS Business Income and Extra Expense - Dependent Properties $10,000 Employee Dishonesty $25,000 Forgery and Alteration $25, 000 LIABILITY COVERAGE LIMIT OF INSURANCE Liability and Medical Expense Limit - Each Occurrence $2,000, 000 Medical Expense Limit -- Per Person $10, 000 Personal and Advertising Injury $2,000,000 Products/Completed Operations Aggregate $4,000,000 General Aggregate $4,000,000 Damage To Premises Rented To You $1,000,000 Employment Practices/Fiduciary Liability Retroactive Date: 12/16/2020 $10,000 EPLI Deductible: $0 Technology Errors & Omissions Liability Coverage THIS INSURANCE IS WRITTEN ON A "CLAIMS" MADE BASIS AND PROVIDES COVERAGE FOR THOSE "CLAIMS" WHICH ARE THE RESULT OF "WRONGFUL ACTS" HAPPENING SUBSEQUENT TO THE RETROACTIVE DATE STATED ON THE DECLARATIONS AND WHICH ARE FIRST MADE AGAINST THE INSURED AND REPORTED TO US WHILE THIS POLICY IS IN FORCE. NO COVERAGE EXISTS FOR "CLAIMS" MADE AGAINST AN INSURED AFTER THE END OF THE POLICY PERIOD UNLESS, AND TO THE EXTENT, AN EXTENDED REPORTING PERIOD APPLIES. "CLAIM EXPENSES" REDUCE THE LIMIT OF INSURANCE AND ARE SUBJECT TO A DEDUCTIBLE. PLEASE REVIEW THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. Technology Errors and Omissions Liability Retro Active Date 12/16/2020 Per Claim Limit $2,000, 000 Aggregate Limit $4, 000,000 Deductible $10,000 INSURED Page 2 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 SCHEDULE OF LOCATIONS AND COVERAGE LOCATION 1 BUILDING 1 80787 Hayliegh Court INDIO, CA 92201 Construction: Frame Class Description: COMPUTER INTEGRATED SYSTEMS DESIGN Broadened Wind Inflation Guard 3% PROPERTY COVERAGE LIMIT OF INSURANCE Accounts Receivable $25, 000 Building Not Covered Business Personal Property $5, 735 Electronic Data Processing $50, 000 Equipment Breakdown $5, 735 Fine Arts $25, 000 Ordinance or Law - Demolition Cost, Increased Cost of Construction $25,000 Seasonal Increase: 25% Sewer or Drain Back Up $25, 000 Valuable Papers & Records $25, 000 EEE INSURED Page 3 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 LOSS PAYEE SCHEDULE All loss payees as their interests may appear in the Covered Property. The following provisions apply in accordance with the insurable interest of the loss payee: Loss Payee Description of Property: Any Covered Property in which a loss payee, creditor or lender holds an interest, including any person or organization you have entered a contract with for the sale of Covered Property. INSURED Page 4 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 FORMS AND ENDORSEMENTS SCHEDULE The following list shows the Forms, Schedules and Endorsements by Line of Business that are a part of this policy. COMMON FORM NUMBER FORM TITLE CNA79203XX 06/2014 Exclusion - Access or Disclosure of Confidential CNA80103XX 09/2014 Primary and Non Contributory - Other Ins Condition CNA81751XX 03/2015 Cap on Losses from Certified Acts of Terrorism CNA85710XX 06/2016 Unmanned Aircraft Exclusion Endorsement CNA92680XX 10/2019 Non-Accumulation of Limits Endorsement CNA98553CA 03/2023 COMMUNICABLE DISEASE EXCLUSION ENDORSEMENT - CA SB146916E 07/2020 California Changes SB147075A 01/2006 Economic and Trade Sanctions Condition SB147082E 04/2014 Businessowners Common Policy Conditions SB147086B 04/2010 Loss Payable Provisions COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB146801J 10/2019 Businessowners Special Property Coverage Form SB146802F 10/2019 Business Income and Extra Expense SB146803A 01/2006 Seasonal Increase SB146804A 01/2006 Arson and Theft Reward SB146805B 06/2016 Claim Data Expense SB146806B 01/2008 Debris Removal SB146807F 10/2019 Employee Dishonesty SB146808A 01/2006 Expediting Expenses SB146809C 07/2009 Fine Arts SB146810A 01/2006 Fire Department Service Charge SB146811A 01/2006 Fire Protective Equipment Discharge SB146812D 10/2019 Forgery and Alteration SB146813B 01/2008 Newly Acquired or Constructed Property SB146814B 03/2006 Ordinance or Law SB146815A 01/2006 Outdoor Trees, Shrubs, Plants and Lawns SB146816A 01/2006 Pollutant Clean Up and Removal SB146817A 01/2006 Preservation of Property SB146818A 01/2006 Temporary Relocation of Property SB146819A 01/2006 Water Damage, Other Liquids, Solder, Molten Damage SB146820C 06/2011 Accounts Receivable SB146821A 01/2006 Appurtenant Buildings and Structures SB146822A 01/2006 Building Glass SB146823C 10/2019 Business Income Extra Expense - Dependent Property SB146824B 01/2008 Business Income Extra Expense-Newly Acquired Locs SB146825C 06/2011 Business Personal Property Off Premises SB146826C 10/2019 Civil Authority SB146827F 06/2011 Electronic Data Processing MEE SB146828E 04/2014 Equipment Breakdown C SB146830B 01/2008 Money Orders and Counterfeit Paper Currency _ SB146831B 06/2011 Nonowned Detached Trailers_ SB146832B 01/2008 Ordinance or Law-Increased Period of Restoration ZZZ SB146833A 01/2006 Outdoor Property • SB146834A 01/2006 Personal Effects EEE SB146835A 01/2006 Signs ▪ SB146836A O1/2006 Spoilage Consequential Loss EEE SB146837A 01/2006 Theft Damage to Rented Property INSURED Page 5 of 6 POLICY NUMBER INSURED NAME AND ADDRESS B 7012581309 Angelica Zarco DBA Holistic System Integration Solutions 80787 Hayliegh Court INDIO, CA 92201 FORMS AND ENDORSEMENTS SCHEDULE COMMERCIAL PROPERTY FORM NUMBER FORM TITLE SB146838C 06/2011 Valuable Papers and Records SB146839F 06/2011 Sewer or Drain Back Up SB146841B 06/2011 Broadened Wind Coverage SB146850B 03/2006 Business Income Extra Expense - 72 Hour Deductible SB146936A 01/2006 Inflation Guard SB147084C04 04/2012 California Fungi, Wet Rot, Dry Rot, Microbe Exln SB300129C 10/2019 Targeted Hacker Attack SB300456A 07/2007 Concurrent Causation, Earth Movmnt, Water Excl Chg SB300596A 01/2008 Identity Theft/Recovery Services Endorsement COMMERCIAL GENERAL LIABILITY FORM NUMBER FORM TITLE CNA104069XX 04/2022 War Exclusion Endorsements SB146901B 04/2014 Technology Services Exclusion SB146932G 10/2019 Blanket Additional Insured - Liability Extension SB147079A 01/2006 War Liability Exclusion SB147080B 10/2019 Exclusion - Silica SB147083C 10/2019 Fungi/Mold/Mildew/Yeast/Microbe Exclusion SB147088A 01/2006 Exclusion - Asbestos SB147089A 01/2006 Employment - Related Practices Exclusion SB300000D 04/2014 Businessowners Liability Coverage Form SB300092B 10/2019 Personal & Advertising Injury-Spec Offenses Endt SB300441A 01/2007 Fiduciary Liability Coverage Form SB300449A 01/2007 Single Limit of Insurance Endorsement SB300450A 01/2007 Employment Practices Liability Coverage Form SB300849A 07/2009 Recd and Distribution of Material or information SB300879C 06/2016 Technology Errors & Omission Liability Coverage *** PLEASE READ THE ENCLOSED IMPORTANT NOTICES CONCERNING YOUR POLICY *** FORM NUMBER FORM TITLE CNA104750XX 06/2023 Policyholder Notice - Fraud Notification CNA62823XX 04/2023 Req for Jurisdictional Insp Of Boilers And Pressur CNA81758XX 01/2021 PHN - Offer of Terrorism Disclosure of Premium CNA95404XX 03/2019 CNA Coverpage Form Countersignature Chairman of the Board Secretary SB-146895-A (Ed. 01/06) INSURED Page 6 of 6 CNA WAR EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: TECHNOLOGY ERRORS&OMISSIONS LIABILITY COVERAGE FORM TECHNOLOGY ERRORS&OMISSIONS LIABILITY COVERAGE FORM-NEW YORK 1. It is understood and agreed that the Section I.COVERAGE, Paragraph 2.EXCLUSIONS is amended to include the following exclusion: WAR Based upon or arising out of any war(declared or otherwise),warlike operation, hostilities, invasion, popular or military uprising or activities, insurrection, rebellion, revolution, or terrorism (whether certified or not) by an individual or group or any action taken by governmental authorities in hindering or defending against any of these; provided this exclusion will not apply to cyber terrorism. 2. The following are added to the DEFINITIONS Section: Cyber terrorism means any actual or threatened attack by individuals, or group of individuals,against a network, in furtherance of social, ideological, religious, or political objectives,with the intent,design, or purpose, in whole or in part,to: a. Cause harm to a network;or b. Intimidate any person or entity in furtherance of such objectives. Network means a party's local or wide area network owned or operated by or on behalf of or for the benefit of hat party; provided, however, network shall not include the internet,telephone company networks,or other public infrastructure network(collectively"public infrastructure network") unless such public infrastructure networlsi operated and controlled exclusively by you. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and - expires concurrently with said Policy. s 8N CNA104069XX (4-22) Page 1 of 1 Copyright CNA All Rights Reserved. CNA CNA7(06-14) EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA-RELATED LIABILITY - WITH LIMITED BODILY INJURY EXCEPTION It is understood and agreed that this endorsement amends the BUSINESSOWNERS LIABILITY COVERAGE FORM as follows: Under Exclusions,the exclusions Applicable to Business Liability Coverage are amended to: I. Delete the exclusion entitled Electronic Data and replace it with the following: This insurance does not apply to. Access or Disclosure Of Confidential Or Personal Information And Data-related Liability (1) Damages, other than damages because of "personal and advertising injury," arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information;or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph(1)or(2)above. However, unless Paragraph(1)above applies,this exclusion does not apply to damages because of"bodily injury." As used in this exclusion,electronic data means information,facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. II. Add the following to the exclusion entitled Personal and Advertising Injury: This insurance does not apply to: Personal And Advertising Injury "Personal and advertising injury": Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any person's or organization's confidential or personal information. All other terms and conditions of the Policy remain unchanged. CNA79203XX(06-14) Page 1 of 1 Copyright,CNA All Fights Reserved. CNA CNA8(09-14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H.Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance;and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. s CNA80103XX(09-14) Page 1 of 1 Copyright,CNA All Rights Reserved.Includes copyrighted material c(Insurance Services Office,Inc.,with its permission CNA CN (E3X5 d. - CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM ENDORSEMENT SCHEDULE Solely with respect to any Coverage Part set forth in the Schedule, it is understood and agreed as follows: Whenever used in this endorsement, 1) "we" means the insurer listed on the Declarations or the Certificate of Insurance, as applicable; and 2) "you" means the first person or entity named on the Declarations or the Certificate of Insurance, as applicable. A. Cap on Certified Terrorism Losses "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security and the Attorney General of the United States, to be an act of terrorism pursuant to the Terrorism Risk Insurance Act, as extended and reauthorized (the "Act"). The criteria contained in the Act for a "certified act of terrorism"include the following: 1. The act resulted in insured losses in excess of$5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year (January 1 through December 31)and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. B. Application of Exclusions The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any loss which would otherwise be excluded under this Policy, such as losses excluded by the Nuclear Hazard Exclusion or the War And Military Action Exclusion. All other terms and conditions of the Policy remain unchanged. CNA81751XX(Ed. 3-15) Page 1 of 1 Copyright,CNA All Rights Reserved. CNA85710XX CNA (Ed.6-16) UNMANNED AIRCRAFT EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under BUSINESSOWNERS LIABILITY COVERAGE FORM It is understood and agreed as follows: I. Under Coverages, in the section entitled Exclusions, the paragraph entitled Applicable to Business Liability Coverage is amended to delete the exclusion entitled Aircraft, Auto Or Watercraft in its entirety, and replace it with the following: This insurance does not apply to: Aircraft,Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft." Use includes operation and "loading or unloading." This paragraph (1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" or offense which caused the "bodily injury", "property damage" or "personal and advertising injury" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an"unmanned aircraft." But this paragraph(1)does not apply to"personal and advertising injury"resulting from: (a) The use of another's advertising idea in your"advertisement"; or (b) Infringing upon another's copyright,trade dress or slogan in your"advertisement." (2) Aircraft(Other Than Unmanned Aircraft),Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft(other than "unmanned aircraft"), "auto"or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading." This paragraph (2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence" which caused the"bodily injury"or"property" damage involved the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This paragraph(2)does not apply to: (a) An aircraft that is (i) Hired, chartered or loaned with a paid crew; and (ii) Not owned by any insured; (b) A watercraft while ashore on premises you own or rent; (c) A watercraft you do not own that is: (i) less than 51 feet long; and (ii) not being used to carry persons or property for a charge; (d) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (e) Liability assumed under any"insured contract"for the ownership, maintenance or use of aircraft or watercraft; or CNA85710XX(Ed. 6-16) Page 1 of 2 Copyright,CNA All Rights Reserved. CNA CNA85710XX (Ed. 6-16) (f) "Bodily injury"or"property damage"arising out of the operation of any of the following equipment: (i) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;or (ii) Air compressors, pumps or generators, or spraying, welding, building cleaning, geophysical exploration, lighting or well servicing equipment. II. Under Liability And Medical Expenses Definitions,the following definition is added: "Unmanned aircraft" means an aircraft that is not designed by the manufacturer to be controlled directly by a person from within or on the aircraft. All other terms and conditions of the Policy remain unchanged. CNA85710XX(Ed.6-16) Page 2 of 2 Copyright,CNA All Rights Reserved. CNA CNA92680XX (Ed. 10-19) NON-ACCUMULATION OF LIMITS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE PART It is understood and agreed that the section entitled Liability And Medical Expenses Limits Of Insurance is amended as follows: A. The following provision is added: Non accumulation of limits: a. If a continuing "bodily injury"or"property damage"occurs partly during the policy period, and partly during the policy period of one or more prior and/or future policies issued to the insured by the Insurer, or any of our affiliated insurance companies,that include a Businessowners Liability coverage part,then the amount the Insurer will pay is limited. This policy's Liability and Medical Expenses Limit- Each Occurrence limit will be reduced by the amount of each payment made by the Insurer or any affiliated insurance company under the prior or future policies because of such "bodily injury"or"property damage." b. If a "personal and advertising injury"is sustained by any one person or organization due in part to an offense committed during this policy period, and in part because of offenses committed during the policy period of one or more prior and/or future policies issued to the insured by the Insurer, or any of our affiliated insurance companies, that include a Businessowners Liability coverage part,then to the extent such offenses are not precluded from coverage by an exclusion pertinent to material first published before the policy period,the amount the Insurer will pay is limited. This policy's Personal and Advertising Injury Limit will be reduced by the amount of each payment made by the Insurer or any affiliated insurance company under the prior or future policies because of such "personal and advertising injury." B. The final paragraph of this Section is deleted and replaced by the following: Policy Terms Greater Than One Year a. Except as provided in b.below,the aggregate Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the aggregate Limits of Insurance. b. With respect to a"personal and advertising injury"sustained by any one person or organization arising out of a series of related offenses which transpire in more than one of the annual or partial periods described in a.above, $ all such related offenses will be deemed to have transpired when the earliest of them transpired. Otherwise- related offenses that involve multiple publications of material will not be considered unrelated merely because the publications were not identical to each other or involved different media. N8 All other terms and conditions of the Policy remain unchanged. CNA92680XX (Ed. 10-19) Page 1 of 1 Copyright,CNA All Rights Reserved. CNA COMMUNICABLE DISEASE EXCLUSION ENDORSEMENT-CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM I. Section B.1, EXCLUSIONS, is amended to add the following provision: Communicable Disease We will not pay for any loss, damage, cost, or expense caused directly or indirectly by, resulting from, arising out of, attributable to,or in any way associated with,a Communicable Disease. This exclusion includes, but is not limited to, any loss, damage, cost, or expense incurred: a. to mitigate, remediate, repair, replace, prevent, suppress, control, clean-up, detoxify, remove, monitor, or test for any Communicable Disease; b. due to the actual or perceived threat or fear of a Communicable Disease, including, without limitation, with respect to its incidence, spread,transmission,actual or perceived presence, or effect; c. in response to the actions of governmental, military, or civil authority to mitigate, remediate, repair, replace, prevent, suppress, control, clean-up, detoxify, remove, monitor, or test for any Communicable Disease, including, without limitation, actions with respect to the incidence, spread, transmission, actual or perceived presence,or effect of a Communicable Disease; or d. as a result of the suspension of or change in operations, including the operations of businesses other than the Named Insured, caused by, arising out of, or attributable to a Communicable Disease, including, without limitation,with respect to its incidence, spread,transmission, actual or perceived presence,or effect. This exclusion will not apply to any endorsement on the policy that expressly provides coverage for disease contamination or communicable disease. In addition, this exclusion does not apply to loss or damage caused by or resulting from "fungi"wet rot, dry rot or microbes. Such loss or damage is addressed in a separate exclusion in this Policy. Also, the exclusion does not apply to the extent of coverage that is provided under the Additional Coverage — Limited Coverage for "Fungus", Wet Rot,Dry Rot and Microbes. Otherwise, this exclusion applies to all coverages, coverage extensions, additional coverages, global extensions, exceptions to any exclusion and other coverage grant(s). II. Exclusion provision B.2.d.(8) is replaced by the following: (8) Contamination by other than communicable disease or pollutants. III. Section G., PROPERTY DEFINITIONS, is amended to add the following definition: Communicable Disease means a. any disease which can be transmitted by means of any substance or agent from any organism to another organism;or b. any infectious agent or its byproducts, whether man-made or naturally occurring (including any viruses, bacteria, parasites, microorganisms, or any mutations thereof),whether deemed living or not; c. where I. the disease, substance, agent, or byproducts could result in infection, illness, or death, threaten human health or human welfare, or could result in damage, deterioration, loss of value, loss of use or marketability of property;and ii. the disease occurs through the direct or indirect transmission of the infectious agent or its byproducts from an infected individual or via air, bodily fluids, an animal, vector, the inanimate environment, or any other source,to a susceptible animal or human host. CNA98553CA(3-23) Page 1 of 2 Copyright,CNA All Rights Reserved. CNA All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. MOM 8N CNA98553CA(3-23) Page 2 of 2 Copyright,CNA All Rights Reserved. CNA SB-146801-J (Ed.10-19) BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you"and "your"refer to the Named Insured shown in the Declarations. The words "we," "us"and"our"refer to the company providing the insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION G — PROPERTY DEFINITIONS, and SECTION H — MALICIOUS CODE, SYSTEM PENETRATION, AND DENIAL OF SERVICE DEFINITIONS. A. COVERAGE We will pay for direct physical loss of or damage to Covered Property at the premises described in the Declarations caused by or resulting from a Covered Cause Of Loss. 1. Covered Property Covered Property includes Buildings as described under a. below, Business Personal Property as described under b. below, or both, depending on whether a Limit of Insurance is shown in the Declarations for the type of property. Regardless of whether coverage is shown in the Declarations for Buildings, Business Personal Property, or both,there is no coverage for property described under Paragraph A.2.Property Not Covered. a. Buildings, meaning the buildings and structures at the premises described in the Declarations, including: (1) Completed Additions; (2) Fences (3) Fixtures,including outdoor fixtures; (4) Retaining walls,whether or not attached; (5) Permanently installed: (a) Machinery; and (b) Equipment; (6) Outdoor swimming pools; (7) Personal Property owned by you that is used to maintain or service the building or structure or the premises, including: (a) Fire extinguishing equipment; (b) Outdoor furniture; (c) Floor coverings; (d) Appliances used for refrigerating,ventilating,cooking,dishwashing or laundering; (e) Lawn maintenance and snow removal equipment; and (f) Alarm systems; (8) If not covered by other insurance: (a) Alterations and repairs to the building structure; (b) Materials, equipment, supplies and temporary structures, on or within 1,000 feet of the described premises, used for making alterations or repairs to the building or structure. b. Business Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle)within 1,000 feet of the described premises, including; (1) Property that you own that is used in your business; (2) Property of others that is in your care, custody or control; SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 1 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (3) Your use interest as tenant in improvements and betterments. Improvements and betterments are fixtures,alterations, installations or additions: (a) Made a part of the building or structure you occupy or lease but do not own; and (b) You acquired or made at your expense but are not permitted to remove; (4) Leased personal property for which you have a contractual responsibility to insure, unless otherwise provided for under Paragraph A.1.b.(2).; (5) Your leasehold interest in improvements and betterments which are not damaged or destroyed, but which you lose because your lease is cancelled by the lessor as a result of damage to the building from a Covered Cause of Loss. When this occurs, we will calculate the value of your interest in the improvements and betterments as though they had been damaged or destroyed and not repaired or replaced promptly, as provided In the Valuation Loss Condition; (6) Your"money"and"securities' (7) "Stock." (8) Tools and equipment owned by your employees which are used in your business operations. 2. Property Not Covered Covered Property does not include: a. Aircraft; b. Automobiles held for sale; c. Vehicles or self-propelled machines that are: (1) Licensed for use on public roads(subject to motor vehicle registration); or (2) Operated principally away from the described premises; This paragraph does not apply to: (1) Vehicles or self-propelled machines or autos that you manufacture, process or warehouse; (2) Vehicles or self-propelled machines,other than autos,that you hold for sale;or (3) Trailers or semi-trailers,except as provided in the Non-Owned Detached Trailers Coverage. d. Dams or dikes; e. Contraband, or property in the course of illegal transportation or trade; f. The cost of excavating, grading, backfillingor filling (except those costs necessarydue to repair of buildings ( P P 9 insured under this Coverage Form from a Covered Cause of Loss), reclaiming or restoring land or water; $ g. Water or land whether in its natural state or otherwise (including land on which the property is located), land improvements, growing crops or standing timber; h. Outdoor trees, shrubs, plants and lawns, other than "stock" except as provided in the Outdoor Trees, Shrubs, Plants and Lawns Additional Coverage; i. The following property while outside of the buildings: (1) Bridges, walks, roadways, patios or other paved surfaces;or (2) Outdoor radio or television antennas (including satellite dishes) and including their lead-in wiring, masts or towers; Except as provided in the Outdoor Property Coverage Extension; j. Watercraft(including motors,equipment and accessories)while afloat; k. Accounts and bills,except as provided in the Accounts Receivable Coverage Extension; I. "Valuable Papers and Records," except as provided in the Valuable Papers and Records Coverage Extension; SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 2 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) m. Property that is covered under another Coverage Form of this or any other policy in which it is more specifically described,except for the excess of the amount due(whether you can collect on it or not) from that other insurance; n. "Fine Arts,"except as provided in the Fine Arts Additional Coverage; o. Bullion, gold, silver, platinum and other precious alloys or metals, unless they are used in your "operations" (theft limitation applies); p. "Electronic data processing equipment" and "Electronic media and data" (not including "stock"),except as provided in the Electronic Data Processing Equipment, Electronic Media and Data and Electronic Data (EDP Coverage Form) Coverage Extension, the Business Income And Extra Expense Coverage Extension, the Accounts Receivable Coverage Extension or the Targeted Hacker Attack Coverage Extension; Your Business Personal Property coverage is extended to provide excess coverage for loss to the Electronic Data Processing Equipment and Electronic Media and Data (EDP Coverage Form) located only at the described premises and resulting from a Covered Cause of Loss. All exclusions applicable to Business Personal Property apply to this excess coverage.This excess coverage is included in and is not in addition to the limits applicable to your Business Personal Property. q. Outdoor signs,except as provided in the Signs Coverage Extension; r. "Virtual currency." 3. Covered Causes of Loss RISKS OF DIRECT PHYSICAL LOSS unless the loss is: a. Excluded in section B. EXCLUSIONS; b. Limited in paragraph A.4. Limitations;or c. Excluded or limited by other provisions of this policy. 4. Limitations a. We will not pay for loss of or damage to: (1) The "interior of any building or structure" or to personal property in the building or structure, caused by rain,snow, sleet or ice whether driven by wind or not, unless: (a) The building or structure first sustains actual damage to the roof or walls by wind or hail and then we will pay only for the loss to the "interior of the building or structure" or the personal property in the building or structure that is caused by rain, snow, sleet, sand or dust entering the building(s) or structure(s)through openings in the roof or walls made by direct action of wind;or (b) The loss or damage is caused by or results from thawing of snow, sleet or ice on the building or structure. (2) Steam boilers, steam pipes, steam engines or steam turbines caused by or resulting from any condition or event inside such equipment. But we will pay for loss of or damage to such equipment caused by or resulting from an explosion of gasses or fuel within the furnace of any fired vessel or within the flues or passages through which the gasses of combustion pass. (3) Hot water boilers or other water heating equipment caused by or resulting from any condition or event inside such boilers or equipment, other than an explosion. b. We will not pay for loss of or damage to the following types of property unless caused by any of the"specified causes of loss"or building glass breakage (1) Live animals, birds or fish, and then only if they are killed or their destruction is made necessary. This limitation does not apply to animals, birds or fish owned by you and held as"stock." (2) Fragile articles such as glassware, statuary, marbles, chinaware and porcelains, if broken. This limitation does not apply to: (a) Glass that is part of the exterior or interior of a building or structure; (b) Containers or property held for sale; or SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 3 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (c) Photographic or scientific instrument lenses. c. For loss or damage by theft,the following types of property are covered only up to the limits shown: (1) $2,500 for furs,fur garments, and garments trimmed with fur. (2) $5,000 for jewelry, watches, watch movements, jewels, pearls, precious and semi-precious stones, bullion, gold, silver, platinum and other precious alloys or metals. This limit does not apply to jewelry and watches worth$500 or less per item. (3) $25,000 for patterns, dies, molds and forms. d. We will not pay for any loss or damage caused by any of the following even if they are Covered Causes of Loss if the building where loss or damage occurs has been "vacant" for more than 60 consecutive days before that loss or damage occurs: (1) Vandalism; (2) Sprinkler leakage, unless you have protected the system against freezing; (3) Building glass breakage; (4) Discharge or leakage of water; (5) "Theft";or (6) Attempted"theft." With respect to Covered Causes of Loss other than those listed in 4.d.(1) through 4.d.(6) above, we will reduce the amount we would otherwise pay for the loss or damage by 15%. 5. Additional Coverages Additional Coverages may be attached to this Policy (designation would appear in the attached form(s)). Unless otherwise stated, payments made under these Additional Coverages are in addition to the applicable Limits of Insurance. 6. Coverage Extensions Coverage forms may be attached to this Policy and designated as Coverage Extensions (such designation would appear in the attached form(s)). Unless otherwise stated, payments made under these Coverage Extensions are subject to and not in addition to the applicable Limits of Insurance in this Coverage Form. B. EXCLUSIONS 1. We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. a. Ordinance or Law (1) The enforcement of any ordinance or law: (a) Regulating the construction, use or repair of any property;or (b) Requiring the tearing down of any property, including the cost of removing its debris. (2) This exclusion applies whether the loss results from: (a) An ordinance or law that is enforced even if the property has not been damaged; or (b) The increased costs incurred to comply with an ordinance or law in the course of construction, repair, renovation, remodeling or demolition of property, or removal of its debris, following a physical loss to that property. b. Earth Movement (1) Earthquake, including any earth sinking, rising or shifting related to such event; (2) Landslide, including any earth sinking, rising or shifting related to such event; (3) Mine subsidence, meaning subsidence of a man-made mine,whether or not mining activity has ceased; SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 4 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (4) Earth sinking (other than sinkhole collapse), rising or shifting including soil conditions which cause settling, cracking or other disarrangement of foundations or other parts of realty. Soil conditions include contraction, expansion, freezing, thawing, erosion, improperly compacted soil and the action of water under the ground surface. But if Earth Movement, as described in Paragraphs(1)through (4)above, results in fire or explosion, we will pay for the loss or damage caused by that fire or explosion. (5) Volcanic eruption, explosion or effusion. But if volcanic eruption, explosion or effusion results in fire, building glass breakage or volcanic action, we will pay for the loss or damage caused by that fire, or volcanic action. Volcanic action means direct loss or damage resulting from the eruption of a volcano when the loss or damage is caused by: (a) Airborne volcanic blast or airborne shock waves; (b) Ash, dust or particulate matter; or (c) Lava flow. Volcanic action does not include the cost to remove ash, dust or particulate matter that does not cause direct physical loss of or damage to Covered Property. c. Governmental Action Seizure or destruction of property by order of governmental authority. But we will pay for loss or damage caused by or resulting from acts of destruction ordered by governmental authority and taken at the time of a fire to prevent its spread, if the fire would be covered under this policy. d. Nuclear Hazard Nuclear reaction or radiation, or radioactive contamination, however caused. But if nuclear reaction or radiation, or radioactive contamination, results in fire, we will pay for the loss or damage caused by that fire. e. Power Failure or Fluctuation The failure or fluctuation of power or other utility service supplied to the described premises, however caused, if the cause of the failure or fluctuation occurs away from the described premises. But if the failure or fluctuation of power or other utility service results in a Covered Cause of Loss, we will pay for the loss or damage caused by that covered cause of Loss. f. War And Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. g. Water (1) "Flood," surface water, waves, tides, tidal waves, overflow of any body of water, or their spray, all whether driven by wind or not; (2) Mudslide or mudflow; (3) Water or sewage that backs up or overflows from a sewer,drain or sump;or (4) Water under the ground surface pressing on,or flowing or seeping through: (a) Foundations,walls,floors or paved surfaces; (b) Basements,whether paved or not;or (c) Doors,windows or other openings. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 5 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) But if Water, as described in Paragraphs(1)through (4), results in fire, explosion or sprinkler leakage,we will pay for the loss or damage caused by that fire, explosion or sprinkler leakage. h. Neglect Neglect of an insured to use reasonable means to save and preserve property from further damage at and after the time of loss. i. Collapse of Buildings Collapse of buildings meaning an abrupt falling down or caving in of a building or any part of a building with the result being that the building or part of a building cannot be occupied for its intended purpose. (1) This exclusion does not apply to collapse of buildings if caused only by one or more of the following: (a) A"specified cause of loss"or breakage of building glass; (b) Decay, insect or vermin damage that is hidden from view, unless the presence of such decay or insect or vermin damage is known to an insured prior to collapse; (c) Weight of people or personal property; (d) Weight of rain that collects on a roof;or (e) Use of defective material or methods in construction, remodeling or renovation if the collapse occurs during the course of construction,remodeling or renovation;or (f) Use of defective material or methods in construction, remodeling or renovation if the collapse occurs after construction, remodeling or renovation is complete and is caused in part by a cause of loss listed in Paragraphs(a)through(d)above. In the event collapse results in a Covered Cause of Loss, we will only pay for the resulting loss or damage by that Covered Cause of Loss. (2) We will not pay for loss of or damage to the following types of property, if otherwise covered in this Coverage Form under Paragraphs(1Xb)through(1Xf)above, unless the loss or damage is a direct result of the collapse of a building: (a) Awnings, gutters and downspouts; (b) Outdoor radio or television antennas(including microwave or satellite dishes)and their lead-in wiring, masts or towers; (c) Fences; (d) Piers,wharves and docks; (e) Beach or diving platforms or appurtenances; (f) Retaining walls; (g) Walks, roadway and other paved surfaces; (h) Yard fixtures; or (i) Outdoor swimming pools. (3) A building or part of a building that: (a) Is in imminent danger of abruptly falling down or caving in; or (b) Suffers a substantial impairment of structural integrity; is not considered to have collapsed but is considered to be in a state of imminent collapse. (4) With respect to buildings in a state of imminent collapse, we will not pay for loss or damage unless the state of imminent collapse first manifests itself during the policy period and is cause only by one or more of the following which occurs during the policy period: (a) A"specified cause of loss"or breakage of glass (b) Weight of people or personal property; SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 6 of 26 (Ed. 10-19) S B-146801-J (Ed.10-19) (c) Weight of rain that collects on a roof; or (d) Use of defective material or methods in construction, remodeling or renovation if the state of imminent collapse occurs during the course of construction, remodeling or renovation. j. Malicious Code Any"malicious code." k. System Penetration Any"system penetration." I. Denial of Service Any"denial of service." 2. We will not pay for loss or damage caused by or resulting from any of the following: a. Electrical Apparatus Artificially generated electrical current, including electric arcing, that disturbs electrical devices, appliances or wires. But if artificially generated electrical current results in fire,we will pay for the loss or damage caused by fire. b. Consequential Loss Delay, loss of use or loss of market. c. Smoke,Vapor,Gas Smoke,vapor or gas from agricultural smudging or industrial operations. d. Other Types Of Loss (1) Wear and tear; (2) Rust, corrosion, fungus, decay, deterioration, hidden or latent defect or any quality in property that causes it to damage or destroy itself; (3) Smog; (4) Settling,cracking, shrinking or expansion; (5) Nesting or infestation, or discharge or release of waste products or secretions, by insects, birds, rodents or other animals; (6) Mechanical breakdown, including rupture or bursting caused by centrifugal force. (7) The following causes of loss to personal property: (a) Dampness or dryness of atmosphere; (b) Changes in or extremes of temperature;or (c) Marring or scratching. (d) Changes in flavor,color,texture or finish; (e) Evaporation or leakage;or (8) Contamination by other than"pollutants." But if an excluded cause of loss that is listed in Paragraphs (1)through (8)above results in a "specified cause of loss," building glass breakage, or "breakdown" to "covered equipment" (only if otherwise a Covered Cause of Loss), we will pay for the loss or damage caused by that "specified cause of loss," building glass breakage or "breakdown" to "covered equipment" (only if otherwise a Covered Cause of Loss). e. Steam Apparatus Explosion of steam boilers, steam pipes, steam engines or steam turbines owned or leased by you, or operated under your control. But if explosion of steam boilers, steam pipes, steam engines or steam turbines SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 7 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) results in fire or combustion explosion, we will pay for the loss or damage caused by that fire or combustion explosion. We will also pay for loss or damage caused by or resulting from the explosion of gases or fuel within the furnace of any fired vessel or within the flues or passages through which the gases of combustion pass. f. Seepage Continuous or repeated seepage or leakage of water, or the presence of condensation of humidity, moisture or vapor,that occurs over a period of 14 days or more. g. Frozen Plumbing Water, other liquids, powder or molten material that leaks or flows from plumbing, heating, air conditioning or other equipment(except fire protective systems)caused by or resulting from freezing, unless: (1) You do your best to maintain heat in the building or structure;or (2) You drain the equipment and shut off the supply if the heat is not maintained. h. Dishonesty Dishonest or criminal acts by you, or any of your partners, "members," officers, "managers," "employees" (including leased employees), directors, trustees, authorized representatives or anyone to whom you entrust the property for any purpose: (1) Acting alone or in collusion with others; (2) Whether or not occurring during the hours of employment. This exclusion does not apply to acts of destruction to your property, or your "Electronic data processing equipment," "Electronic media and data," and "Electronic data," by your "employees" (including leased employees); but theft by employees (including leased employees) is not covered, except as provided in the Employee Dishonesty Additional Coverage. i. False Pretense Voluntary parting with any property by you, or anyone else to whom you have entrusted the property, if induced to do so by any fraudulent scheme,trick,device or false pretense; or j. Exposed property Rain, snow, sand, dust, ice or sleet to personal property in the open, except as provided in the Coverage Extension for Outdoor Property. k. Pollution Discharge, dispersal, seepage, migration, release or escape of "pollutants" unless the discharge, dispersal, seepage, migration, release or escape is itself caused by any of the "specified causes of loss." But if the discharge, dispersal, seepage, migration, release or escape of "pollutants" results in a "specified cause of $ loss,"we will pay for the loss or damage caused by that"specified cause of loss" I. Inventory Shortage,mysterious disappearance Property that is missing, where the only evidence of the loss or damage is a shortage disclosed on taking inventory, or other instances where there is no physical evidence to show what happened to the property. This exclusion does not apply to"money"and"securities" m. Inventory Computation Loss of property or that part of any loss, the proof of which as to its existence or amount is dependent on: (1) Any inventory computation;or (2) A profit and loss computation. n. Transfer of Property The transfer of property to a person or to a place outside the described premises, on the basis of unauthorized instructions. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 8 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) o. Accounting Errors Loss of"money"or"securities"caused by or resulting from accounting or arithmetic errors or omissions. p. Cost of Correction The cost of correcting or making good the damage to personal property attributable to such property being processed, manufactured, tested, repaired,restored, retouched or otherwise being worked on. q. Fraudulent Electronic Communication Any loss caused by or resulting from phished, spoofed, fraudulent or fake wire transfer instructions, emails or other electronic communication. 3. We will not pay for loss or damage caused by or resulting from any of the following Paragraphs a.through c. But if an excluded cause of loss that is listed in Paragraphs a. through c. results in a Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss. a. Weather Conditions Weather conditions. But this exclusion only applies if weather conditions contribute in any way with a cause or event excluded in Paragraph B.1.above to produce the loss or damage. b. Acts or Decisions Acts or decisions, including the failure to act or decide, of any person, group, organization or governmental body. c. Negligent Work Faulty, inadequate or defective: (1) Planning,zoning, development, surveying, siting; (2) Design,specifications, workmanship, repair, construction, renovation, remodeling,grading, compaction; (3) Materials used in repair, construction, renovation or remodeling; or (4) Maintenance; of part or all of any property on or off the described premises. If an excluded cause of loss that is listed in Paragraphs (1) through (4) above results in a Covered Cause of Loss,we will pay for the resulting loss or damage caused by that Covered Cause of Loss. But we will not pay for: (1) Any cost of correcting or making good the fault, inadequacy or defect itself, including any cost incurred to tear down,tear out, repair or replace any part of any property to correct the fault, inadequacy or defect;or (2) Any resulting loss or damage by a Covered Cause of Loss to the property that has the fault, inadequacy or defect until the fault, inadequacy or defect is corrected. 4. Business Income and Extra Expense Exclusions a. We will not pay for: (1) Any Extra Expense, or increase of Business Income loss,caused by or resulting from: (a) Delay in rebuilding, repairing or replacing the property or resuming "operations," due to interference at the location of the rebuilding, repair or replacement by strikers or other persons;or (b) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the suspension of"operations,"we will cover such loss that affects your Business Income during the"period of restoration." b. Any other consequential loss. C. Limits of Insurance 1. Unless otherwise stated, the most we will pay for loss or damage in any one "occurrence" is the applicable Limit of Insurance shown in the Declarations, Schedules,Coverage Forms, or endorsements. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 9 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) 2. Inflation Guard a. When a percentage for Inflation Guard is shown in the Declarations, the Limit of Insurance for property to which this coverage applies will automatically increase by that annual percentage. b. The amount of increase will be: (1) The Limit of Insurance that applied on the most recent of the policy inception date, the policy anniversary date, or any other policy change amending the Limit of Insurance, multiplied by (2) The percentage of annual increase shown in the Declarations, expressed as a decimal (example: 5% is .05), multiplied by (3) The number of days since the beginning of the current policy year or the effective date of the most recent policy change amending the Limit of Insurance,divided by 365. Example: If: The applicable Building limit is $100,000 The annual percentage increase is 5% The number of days since the beginning of the policy year(or last policy change) is 146 The amount of increase is $100,000 x .05 x(146/365) = $2,000 D. DEDUCTIBLES 1. We will not pay for loss or damage in any one "occurrence" until the amount of loss or damage exceeds the Businessowners Property Coverage Deductible amount shown in the Declarations. We will then pay the amount of loss or damage in excess of the Deductible up to the applicable Limit of Insurance. 2. Regardless of the amount of the Businessowners Property Coverage Deductible, the most we will deduct from any loss or damage under the Building Glass Coverage Extension in any one "occurrence" is the Building Glass $ Deductible shown in the Declarations. 3. The Businessowners Property Coverage Deductible does not apply to any of the following if they are included as part of this policy: a. Fire Department Service Charge b. Business Income and Extra Expense c. Arson and Theft Reward; and d. Accounts Receivable; e. Any other property coverage with a specific deductible amount shown in the coverage form or declaration. 4. If more than one deductible applies to loss or damage in any one "occurrence", we will apply each deductible separately. But the total of all deductible amounts applied in any one "occurrence" will not exceed the largest applicable deductible. E. PROPERTY LOSS CONDITIONS 1. Abandonment There can be no abandonment of any property to us. 2. Appraisal If we and you disagree on the amount of loss, either may make written demand for an appraisal of the loss. In this event, each party will select a competent and impartial appraiser. The two appraisers will select an umpire. If they SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 10 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) cannot agree, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 3. Duties In The Event Of Loss Or Damage a. You must see that the following are done in the event of loss or damage to Covered Property: (1) Notify the police if a law may have been broken. (2) Give us prompt notice of the loss or damage. Include a description of the property involved. (3) As soon as possible,give us a description of how, when and where the loss or damage occurred. (4) Take all reasonable steps to protect the Covered Property from further damage, and keep a record of your expenses necessary to protect the Covered Property, for consideration in the settlement of the claim. This will not increase the Limits of Insurance. However, we will not pay for any loss or damage from a cause of loss that is not a Covered Cause of Loss. Also, if feasible, set the damaged property aside and in the best possible order for examination. (5) At our request, give us complete inventories of the damaged and undamaged property. Include quantities, costs,values and amount of loss claimed. (6) As often as may be reasonably required, permit us to inspect the property proving the loss or damage and examine your books and records. Also permit us to take samples of damaged and undamaged property for inspection, testing an analysis, and permit us to make copies from your books and records. (7) Send us a signed, sworn proof of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. (8) Cooperate with us in the investigation or settlement of the claim. (9) Resume all or part of your"operations"as quickly as possible. b. We may examine any insured under oath,while not in the presence of any other insured and at such times as may be reasonably required, about any matter relating to this insurance or the claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. 4. Loss Payment—Building and Personal Property a. In the event of loss or damage covered by this Coverage Form,at our option,we will either: (1) Pay the value of lost or damaged property; (2) Pay the cost of repairing or replacing the lost or damaged property, subject to b.below; (3) Take all or any part of the property at an agreed or appraised value;or (4) Repair, rebuild or replace the property with other property of like kind and quality, subject to b.below. We will determine the value of lost or damaged property, or the cost of its repair or replacement, in accordance with the applicable terms of 4.e. below or any applicable provision which amends or supersedes the value of Covered Property. b. The cost to repair, rebuild or replace does not include the increased cost attributable to enforcement of any ordinance or law regulating the construction, use or repair of any property, except as provided in the Ordinance or Law Additional Coverage. c. We will give notice of our intentions within 30 days after we receive the proof of loss. d. We will not pay you more than your financial interest in the Covered Property. e. We will determine the value of Covered Property as follows: SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 11 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (1) At replacement cost(without deduction for depreciation), except as provided in(2)through(18)below. (a) You may make a claim for loss or damage covered by this insurance on an actual cash value basis instead of on a replacement cost basis. In the event you elect to have loss or damage settled on an actual cash value basis, you may still make a claim on a replacement cost basis if you notify us of your intent to do so within 180 days after the loss or damage. (b) We will not pay on a replacement cost basis for any loss or damage: (i) Until the lost or damaged property is actually repaired or replaced; and (ii) Unless the repairs or replacement are made as soon as reasonably possible after the loss or damage. With respect to tenants'improvements and betterment's,the following also applies: a) If the conditions in (bxi) and (bXii) above are not met, the value of tenants' improvements and betterments will be determined as a proportion of your original cost, as set forth under 4e.(7) below;and b) We will not pay for loss or damage to tenants' improvements and betterments if others pay for repairs or replacement. (c) We will not pay more for loss or damage on a replacement cost basis than the least of(i),(ii), or(iii) subject to(d)below: (i) The Limit of Insurance applicable to the lost or damaged property; (ii) The cost to replace the lost or damaged property with other property: a) Of comparable material and quality; and b) Used for the same purpose; or (iii) The amount actually spent that is necessary to repair or replace the lost or damaged property. If a building is rebuilt at a new premises, the cost described in (cXii) above is limited to the cost which would have been incurred if the building had been rebuilt at the original premises. (d) The cost of repair or replacement does not include the increased cost attributable to enforcement of any ordinance or law regulating the construction, use or repair of any property. (2) If the Declarations indicate that Actual Cash Value applies to Buildings or Business Personal Property, paragraph(1)above does not apply to the property for which Actual Cash Value is indicated. (3) Property of others at the amount you are liable plus the cost of labor, materials, or services furnished or arranged by you on personal property of others, not to exceed the replacement cost. (4) The following property at actual cash value: 8$ (a) Used or second-hand merchandise held in storage or for sale; (b) Household furnishings; (c) Personal effects. (5) "Fine Arts"as follows: (a) If there is a schedule of "fine arts" on file which includes a description and value of the lost or - damaged item, we will pay the value as stated in the schedule for that item if there is a total loss to that item. If there is a partial loss to an item, we will pay the cost of reasonably restoring or repairing that item. (b) For"fine arts"without a schedule on file as described in paragraph (a) above, the value of"fine arts" will be the least of the following amounts: (i) Market value of the lost or damaged item at the time and place of loss; (ii) The cost of reasonably restoring the lost or damaged item; or (iii) The cost of replacing that lost or damaged item with property substantially the same. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 12 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (6) Glass at the cost of replacement with safety glazing material if required by law. (7) Tenants'Improvements and Betterments at: (a) Replacement cost if you make repairs promptly. (b) A proportion of your original cost if you do not make repairs promptly. We will determine the proportionate value as follows: (i) Multiply the original cost by the number of days from the loss or damage to the expiration date of the lease;and (ii) Divide the amount determined in (i) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option period will replace the expiration of the lease in this procedure. (c) Nothing, if others pay for repairs or replacement. (8) "Valuable Papers and Records"at the cost of restoration or replacement. To the extent that the contents of the"valuable papers and records" are not restored or replaced, the "valuable papers and records" will be valued at the cost of replacement with blank material of substantially identical type. (9) "Stock" you have sold but not delivered at the selling price less discounts and expenses you otherwise would have had. (10) Property in transit (other than "stock" you have sold) at the amount of invoice, including your prepaid or advanced freight charges and other charges which may have accrued or become legally due from you since the shipment. If you have no invoice,the actual cash value will apply. (11) "Money"at its face value. (12) "Securities"at their value at the close of business on the day the loss is discovered. (13) Accounts Receivable as follows: (a) If you cannot accurately establish the amount of Accounts Receivable outstanding as of the time of loss,we will: (i) Determine the total of the average monthly amounts of Accounts Receivable for the 12 months immediately preceding the month in which the loss occurs; and (ii) Adjust that total for any normal fluctuations in the amount for Accounts Receivable for the month in which the loss occurred or for any demonstrated variance from the average for that month. (b) If you can accurately establish the amount of Accounts Receivable outstanding, that amount will be used in the determination of loss. (c) The following will be deducted from the total amount of Accounts Receivable, however that amount is established: (i) The amount of the accounts for which there was no loss; (ii) The amount of the accounts that you are able to reestablish or collect; (iii) An amount to allow for probable bad debts that you are normally unable to collect; and (iv) All unearned interest and service charges. (14) "Electronic Data Processing Equipment" at replacement cost as of the time and place of loss, without deduction for physical deterioration, depreciation, obsolescence or depletion. However, in the event of replacement of "electronic data processing equipment" with identical property is impossible, the replacement cost will be the cost of items that are similar to the damaged or destroyed equipment and intended to perform the same function,but which may include technological advances. "Electronic data processing equipment"that is obsolete or no longer used by you will be valued at actual cash value. (15) "Electronic Media and Data"at the cost of the same or similar blank media. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 13 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (16) "Electronic Data": (a) For which duplicates or back-ups do not exist, will be valued at your cost to research, replace or restore the"electronic data,"but only if the"electronic data"is actually replaced or restored. (b) For which full duplicates or back-ups exist, will be valued at your cost of labor to copy the "electronic data"from such duplicates or back-ups, but only if the"electronic data"is actually copied. (c) For which partial duplicates or back-ups exist, will be valued at your cost of labor to copy the partial "electronic data" from such duplicates or back-ups, and your cost to research, replace or restore the remaining "electronic data," but only if the "electronic data" is actually copied and replaced or restored. (d) In the event that you are not able to copy "electronic data" from back-ups, or replace or restore, "electronic data" will be valued at your cost of labor up to the point in time that you reach that determination. (17) The value of United States Government Internal Revenue taxes and custom duties and refundable state and local taxes paid or fully determined on the following property held for sale will not be considered in determining the value of Covered Property: (a) Distilled spirits; (b) Wines; (c) Rectified products; or (d) Beer. (18) Lottery tickets at their initial cost to you except for winning tickets at their redeemed value. f. Our payment for loss of or damage to personal property of others will only be for the account of the owners of the property. We may adjust losses with the owners of lost or damaged property, if other than you. If we pay the owners, such payments will satisfy your claims against us for the owners' property. We will not pay the owners more than their financial interest in the Covered Property. g. We may elect to defend you against suits arising from claims of owners of property. We will do so at our expense. h. We will pay for covered loss or damage within 30 days after we receive the sworn proof of loss provided you have complied with all of the terms of this policy; and (1) We have reached agreement with you on the amount of loss;or (2) An appraisal award has been made. At our option, we may make a partial payment toward any claims, subject to the policy provisions and our normal adjustment process. To be considered for partial claim payment, you must submit a partial sworn proof of loss with supporting documentation. Any applicable policy deductibles must be satisfied before any partial payments are made. j. Pair, Sets or Parts 1. Pair or Set. In case of"loss"to any part of a pair or set we may: (a) Repair or replace any part to restore the pair or set to its value before the"loss"; or (b) Pay the difference between the value of the pair or set before and after the"loss." 2. Parts. In case of"loss"to any part of Covered Property consisting of several parts when complete, we will only pay for the value of the lost or damaged part. k. Commodity Stock • We will determine the value of merchandise and raw materials that are bought and sold at an established market exchange. We will determine the value at: (1) The posted market price as of the time and place of loss; (2) Less discounts and expenses you otherwise would have had. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 14 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) 5. Loss Payment—Business Income and Extra Expense a. If the Declarations indicate that Business Income and Extra Expense applies to Buildings or Business Personal Property,the amount of Business Income loss will be determined based on: (1) The Net Income of the business before the direct physical loss or damage occurred; (2) The likely Net Income of the business if no physical loss or damage occurred, but not including any likely increase in Net Income attributable to an increase in the volume of business as a result if favorable business conditions caused by the impact of the Covered Cause of Loss on customers or on other businesses; (3) The operating expenses, including payroll expenses, necessary to resume "operations" with the same quality of service that existed just before the direct physical loss or damage; and (4) Other relevant sources of information, including: (a) Your financial records and accounting procedures; (b) Bills, invoices and other vouchers; and (c) Deeds, liens or contracts. b. The amount of Extra Expense will be determined based on: (1) All reasonable and necessary expenses that exceed the normal operating expenses that would have been incurred by "operations" during the "period of restoration" if no direct physical loss or damage had occurred.We will deduct from the total of such expenses: (a) The salvage value that remains of any property bought for temporary use during the "period of restoration,"once"operations"are resumed; and (b) Any Extra Expense that is paid for by other insurance, except for insurance that is written subject to the same plan,terms, conditions and provisions as this insurance;and (2) All reasonable and necessary expenses that reduce the Business Income loss that otherwise would have been incurred. c. We will reduce the amount of your: (1) Business Income loss, other than Extra Expense, to the extent you can resume your "operations," in whole or in part, by using damaged or undamaged property (including merchandise or "stock") at the described premises or elsewhere;or (2) Extra Expense loss to the extent you can return "operations" to normal and discontinue such Extra Expense. d. If you do not resume"operations,"or do not resume "operations"as quickly as possible, we will pay based on the length of time it would have taken to resume"operations"as quickly as possible. e. We will pay for covered loss or damage within 30 days after we receive your sworn proof of loss provided you have complied with all of the terms of this policy; and (1) We have reached agreement with you on the amount of loss;or (2) An appraisal award has been made. 6. Vacancy a. Description of Terms (1) As used in this Vacancy Condition, the term building and the term vacant have the meanings set forth in Paragraphs(a) and (b) below: (a) When this policy is issued to a tenant, and with respect to that tenant's interest in Covered Property, building means the unit or suite rented or leased to the tenant. Such building is vacant when it does not contain enough business personal property to conduct customary operations. (b) When this policy is issued to the owner or general lessee of a building, building means the entire building. Such building is vacant unless at least 31%of its total square footage is: SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 15 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) i. Rented to a lessee or sub-lessee and used by the lessee or sub-lessee to conduct its customary operations; and/or ii. Used by the building owner to conduct customary operations. (2) Buildings under construction or renovation are not considered vacant. b. Vacancy Provisions If the building where loss or damage occurs has been vacant for more than 60 consecutive days before that loss or damage occurs: (1) We will not pay for any loss or damage caused by any of the following even if they are Covered Causes of Loss: (a) Vandalism; (b) Sprinkler leakage, unless you have protected the system against freezing; (c) Building glass breakage; (d) Water damage; (e) Theft;or (f) Attempted theft. With respect to Covered Causes of Loss other than those listed in paragraphs (1Xa) through (1Xf) above, we will reduce the amount we would otherwise pay for the loss or damage by 15%. 7. Recovered Property If either you or we recover any property after loss settlement, that party must give the other prompt notice. At your option,you may retain the property. But then you must return to us the amount we paid to you for the property. We will pay the recovery expenses and the expenses to repair the recovered property, subject to the applicable Limit of Insurance. 8. Noncumulative Limit No Limit of Insurance cumulates from policy period to policy period. F. COMMERCIAL PROPERTY CONDITIONS 1. Concealment,Misrepresentation or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured,at any time, intentionally conceal or misrepresent a material fact concerning: a. This policy; b. The Covered Property; c. Your interest in the Covered Property;or d. A claim under this policy. 2. Control of Property Any act or neglect of any person other than you beyond your direction or control will not affect this insurance. The breach of any condition of this Coverage Form at any one or more premises will not affect coverage at any premises where,at the time of loss or damage,the breach of condition does not exist. 3. Insurance Under Two or More Coverages If two or more of this policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 4. Legal Action Against Us No one may bring a legal action against us under this Coverage Form unless: a. There has been full compliance with all of the terms of this Coverage Form; and SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 16 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) b. The action is brought within 2 years after the date on which the direct physical loss or damage occurred. 5. Liberalization If, during your policy period, we adopt any revision that would broaden the coverage under this policy without additional premium the broadened coverage will immediately apply to this policy. The broadened coverage will also apply to the renewal of this policy if such renewal was in process, or was mailed prior to the date we adopted such revision. 6. No Benefit to Bailee No person or organization,other than you, having custody of Covered Property will benefit from this insurance. 7. Other Insurance a. You may have other insurance subject to the same plan, terms, conditions and provisions as the insurance under this Coverage Form. If you do, we will pay our share of the covered loss or damage. Our share is the proportion that the applicable Limit of Insurance under this Coverage Form bears to the Limits of Insurance of all insurance covering on the same basis. b. If you have other insurance covering the same loss or damage, other than that described in Paragraph a. above, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Insurance. 8. Policy Period,Coverage Territory Under this Coverage Form: a. We cover loss or damage you sustain through acts committed or events occurring: (1) During the policy period shown in the Declarations;and (2) Within the coverage territory; and b. The coverage territory is: (1) The United States of America (including its territories and possessions); (2) Puerto Rico;and (3) Canada 9. Transfer of Rights of Recovery Against Others To Us Applicable to the Businessowners Property coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing, a. Prior to a loss to your Covered Property or Covered Income;or b. After a loss to your Covered Property only if, at the time of loss,that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you;or (b) That owns or controls you; or (3) Your tenant. This will not restrict your insurance. 10. Coinsurance If a Coinsurance percentage is shown in the Declarations,the following condition applies. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 17 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) a. We will not pay the full amount of any loss if the value of Covered Property at the time of loss multiplied by the Coinsurance percentage shown for it in the Declarations is greater than the Limit of Insurance for the property Instead,we will determine the most we will pay using the following steps: (1) Multiply the value of Covered Property at the time of loss by the Coinsurance Percentage; (2) Divide the Limit of Insurance of the property by the figure determined in step(1); (3) Multiply the total amount of the covered loss, before the application of any deductible, by the figure determined in step(2)above;and (4) Subtract the deductible from the figure determined in step(3). We will pay the amount determined in step(4)or the limit of insurance,whichever is less. For the remainder,you will either have to rely on other insurance or absorb the loss yourself. Example No.1 (Under Insurance): When: The value of the property is $250,000 The coinsurance percent for it is 90% The Limit of Insurance for it is $112,500 The Deductible is $250 The amount of loss is $40,000 Step (1): $250,000 x 90% = $225,000 (the minimum amount of insurance to meet your Coinsurance requirements) Step(2): $112,500/$225,000= .50 Step(3): $40,000 x.50= $20,000 Step(4): $20,000-$250= $19,750 We will pay no more than$19,750.The remaining$20,250 is not covered. Example No.2(Adequate Insurance): .73 When: The value of the property is $250,000 $ The Coinsurance percentage for it is 90% The Limit of Insurance for it is $225,000 The Deductible is $250 The amount of loss is $40,000 The minimum amount of insurance to meet your Coinsurance requirement is$225,000($250,000 x 90%). Therefore, the Limit of Insurance in this Example is adequate and no penalty applies. We will pay no more than$39,750 ($40,000 amount of loss minus the deductible of$250). b. Coinsurance does not apply to: (1) "Money"and"securities"; (2) Additional Coverages; (3) Coverage Extensions;or SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 18 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (4) Loss or damage in any one"occurrence"totaling less than$2,500. 11. Mortgageholders a. The term, mortgageholder, includes trustee. b. We will pay for covered loss of or damage to buildings or structures to each mortgageholder shown in the Declarations in their order of precedence, as interests may appear. c. The mortgageholder has the right to receive loss payment even if the mortgageholder has started foreclosure or similar action on the building or structure. d. If we deny your claim because of your acts or because you have failed to comply with the terms of this Coverage Form,the mortgageholder will still have the right to receive loss payment if the mortgageholder: (1) Pays any premium due under this Coverage Form at our request if you have failed to do so; (2) Submits a signed, sworn proof of loss within 60 days after receiving notice from us of your failure to do so;and (3) Has notified us of any change in ownership or occupancy or substantial change in risk known to the mortgageholder. All of the terms of this Coverage Form will then apply directly to the mortgageholder. e. If we pay the mortgageholder for any loss or damage and deny payment to you because of your acts or because you have failed to comply with the terms of this Coverage Form: (1) The mortgageholder's rights under the mortgage will be transferred to us to the extent of the amount we pay; and (2) The mortgageholder's rights to recover the full amount of the mortgageholder's claim will not be impaired. At our option, we may pay to the mortgageholder the whole principal on the mortgage plus any accrued interest. In this event, your mortgage and note will be transferred to us and you will pay your remaining mortgage debt to us. f. If we cancel this policy we will give written notice to the mortgageholder at least: (1) 10 days before the effective date of cancellation if we cancel for your non-payment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. g. If we elect not to renew this policy, we will give written notice to the mortgageholder at least 10 days before the expiration date of this policy. G. PROPERTY DEFINITIONS 1. "Banking Premises" means the interior of that portion of any building which is occupied by a banking institution or similar safe depository. 2. "Breakdown" a. Means: (1) Failure of pressure or vacuum equipment; (2) Mechanical failure, including rupture or bursting caused by centrifugal force;or (3) Electrical failure including arcing; That causes physical damage to"covered equipment"and necessitates its repair or replacement;and b. Does not mean: (1) Malfunction, including but not limited to adjustment, alignment, calibration, cleaning or modification; (2) Leakage at any valve,fitting, shaft seal,gland packing,joint or connection; (3) Damage to any vacuum tube, gas tube,or brush; (4) Damage to any structure or foundation supporting the"covered equipment"or any of its parts; SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 19 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) (5) The functioning of any safety or protective device; or (6)The cracking of any part on any internal combustion gas turbine exposed to the products of combustion. 3. "Communication Supply Services" a. Means property supplying communication services, including telephone, radio, microwave or television services to the described premises, such as: (1) Communication transmission lines, including fiber optic transmission lines; (2) Coaxial cables; and (3) Microwave radio relays, except satellites and; b. Does not mean overhead transmission lines. 4. "Covered Equipment" a. Means the following types of equipment: (1) Equipment designed and built to operate under internal pressure or vacuum other than weight of contents; (2) Electrical or mechanical equipment that is used in the generation, transmission or utilization of energy; (3) Refrigeration or Air Conditioning systems; (4) Wiring,cable, including fiber optic cable; and (5) Hoists and cranes; b. Does not mean any (1) "Electronic data processing equipment"; (2) "Electronic media and data"or"electronic data"; (3) Part of pressure or vacuum equipment that is not under internal pressure of its contents or internal vacuum; (4) Insulating or refractory material; (5) Vessels, piping and other equipment (including conduit) that are buried below ground and require the excavation of materials to inspect, remove, repair, or replace; (6) Structure,foundation, cabinet or compartment supporting or containing the"covered equipment"or part of the"covered equipment"including pen-stock,draft tube or well casing; (7) Vehicle, aircraft, self-propelled equipment or floating vessel, including any equipment mounted on or used solely with any vehicle, aircraft, self-propelled equipment or floating vessel; (8) Elevator or escalator, but not excluding any electrical machine or apparatus mounted on or used with this equipment;or (9) Equipment or any part of such equipment manufactured by you for sale. 5. "Diagnostic Equipment"means any: a. Equipment;or b. Apparatus; used solely for research, diagnostic, medical, surgical, therapeutic,dental or pathological purposes. 6. "Electronic Data" a. Means information reduced to an electronic format for processing with and storage in "electronic data processing equipment," software and programming records and instructions used for "electronic data processing equipment." b. Any reference to your"electronic data" means"electronic data"owned or licensed by you and stored on your "electronic data processing equipment." SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 20 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) c. Does not mean "valuable papers and records"or"virtual currency." 7. "Electronic Media and Data" a. Means physical media on which"electronic data" is stored, and the "electronic data" stored thereon, including without limitation, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other repositories used with electronically controlled equipment. b. Any reference to your "electronic media and data" means "electronic media and data" owned by you and stored on your"electronic data processing equipment." c. "Electronic media and data"does not mean any"valuable papers&records"or"virtual currency." 8. "Electronic Data Processing Equipment" a. Means any of the following equipment: (1) Computers,facsimile machines,word processors, multi-functional telephones and computer servers,and (2) Any component parts and peripherals of such equipment, including related surge protection devices. (3) Laptops and personal digital assistants. (4)"Diagnostic Equipment" b. "Electronic data processing equipment"does not mean equipment used to operate production type of: (1) Machinery;or (2) Equipment. c. Any reference to your "electronic data processing equipment" means "electronic data processing equipment" used in your "operations" and controlled and operated by you, and includes any "electronic data processing equipment"controlled or operated by a third party on your behalf. 9. "Employee(s)" means: a. Any natural person: (1) While in your service(and for 30 days after termination of service);and (2) Whom you compensate directly by salary,wages or commissions; and (3) Whom you have the right to direct and control while performing services for you. b. Any natural person employed by an employment contractor while that person is subject to your direction and control and performing services for you excluding, however, any such person while having care and custody of property outside the premises. c. Your directors or trustees while acting as a member of any of your elected or appointed committees to perform on your behalf specific, as distinguished from general, directorial acts. But "employee" does not mean any agent, broker, factor, commission merchant, consignee, independent contractor or representative of the same general character. 10. "Employee Dishonesty" means only dishonest acts, committed by an "employee," whether identified or not, acting alone or in collusion with other persons, except you, a partner, a "member" or a "manager," including the "theft"of Personal Property of Others in your care custody or control by an"employee,"with the manifest intent to: a. Cause you,your customers or clients to sustain loss; and also b. Obtain financial benefit (other than salaries, commissions, fees, bonuses, promotions, awards, profit sharing, pensions or other employee benefits earned in the normal course of employment)for: (1) The"employee";or (2) Any person or organization intended by the"employee"to receive that benefit. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 21 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) 11. "Fine Arts" a. Means paintings, etchings, pictures, tapestries, art glass windows, valuable rugs, statuary, marbles, bronzes, antique furniture, rare books, antique silver, porcelains, rare glass, bric-a-brac, and similar property with historical value, or artistic merit; and b. Does not mean any glass that is a part of a building or structure. 12. "Flood" means a general and temporary condition of partial or complete inundation of normally dry land areas, whether caused by natural "occurrences", acts or omissions of man or any other cause or combination of causes. All flooding in a continuous or protracted event will constitute a single"flood." 13. "Forgery" means the signing of the name of another person or organization with intent to deceive. "Forgery"does not mean a signature which consists in whole or in part of one's own name signed with or without authority, in any capacity for any purpose. 14. "Interior of any building or structure" as used in this policy means all portions of the structure that are within the exterior skin of the structure's walls and roof, including, but not limited to lathe, sand paper, framing, wallboard and tarpaper. 15. "Maintenance Fees" means the regular payment made to you by unit-owners and used to service the common property. 16. "Manager" means a person serving in a directorial capacity for a limited liability company. 17. "Member" means an owner of a limited liability company represented by its membership interest, who also may serve as a "manager." 18. "Money" means currency and coins in current use, bank notes, travelers checks, register checks and money orders held for sale to the public. However, "money"does not mean"virtual currency." 19. "Occurrence" means one event or a series of related events that contribute concurrently to or contribute in any sequence to physical loss of or damage to property. However,with respect to: a. Equipment breakdown, "occurrence"means all equipment breakdowns that manifest themselves at the same time and are the result of the same cause, regardless of the number of described premises involved. b. volcanic eruption, "occurrence"means all volcanic eruptions, explosions or effusions that occur within any 168 hour period. c. Utility Services Coverage, "occurrence" means one event or a series of related events that contribute 5 concurrently to or contribute in any sequence to physical loss of or damage to property, regardless of the number of described premises or the number of utility service providers or utility service properties involved in 0 the same event. This defined version of"occurrence"will supersede and replace the word 'occurrence' wherever it appears in this Businessowners Special Property Coverage Form, unless otherwise noted. 19. "Operations" means the type of your business activities occurring at the described premises and tenantability of the described premises. 20. "Period of restoration"means the period of time that: a. Begins with the date of direct physical loss or damage caused by or resulting from any Covered Cause of Loss at the described premises; and b. Ends on the earlier of: (1) The date when the property at the described premises should be repaired, rebuilt or replaced with reasonable speed and similar quality; or (2) The date when business is resumed at a new permanent location. "Period of restoration"does not include any increased period required due to the enforcement of any law that: (a) Regulates the construction, use or repair,or requires the tearing down of any property;or (b) Regulates the prevention, control, repair,clean-up or restoration of environmental damage. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 22 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) The expiration date of this policy will not cut short the"period of restoration." 21. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, waste, and any unhealthful or hazardous building materials (including but not limited to asbestos and lead products or materials containing lead). Waste includes materials to be recycled, reconditioned or reclaimed. 22. "Power Generating Equipment" a. Means the following types of equipment or apparatus: (1) Pressure; (2) Mechanical;or (3) Electrical; Used in or associated with the generation of electrical power; and b. Does not mean such equipment that is used solely to generate emergency power that is less than or equal to 1000KW 23. "Power Supply Services" a. Means the following types of property supplying electricity, steam or gas to the described premises: (1) Utility generating plants; (2) Switching stations; (3) Substations; (4) Transformers;and (5) Transmission Lines;and b. Does not mean overhead transmission lines. 24. "Production Equipment" a. Means any: (1) Production machinery;or (2) Process machinery that processes, shapes,forms or grinds: I. Raw materials; ii. Materials in process;or iii. Finished products; and b. Includes"covered equipment"that is used solely with or forms an integral part of the: (1) Production; (2) Process;or (3) Apparatus. 25. "Rental Value" means Business Income that consist of: a. Net income (Net Profit or Loss before income taxes) that would have been earned or incurred as rental income from tenant occupancy of the premises described in the Declarations as furnished and equipped by you, including the fair rental value of any portion of the described premises which is occupied by you;and b. Continuing normal operating expenses incurred in connection with that premises, including: (1) Payroll; and (2) The amount of charges which are the legal obligation of the tenant(s) but would otherwise be your obligations. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 23 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) 26. "Securities" means negotiable and nonnegotiable instruments or contracts representing either "money" or other property and includes: a. Tokens, tickets except lottery tickets, revenue and other non-postage stamps whether or not in current use; and b. Evidences of debt issued in connection with credit or charge cards,which are not of your own issue; but does not include"money." Lottery tickets held for sale and"virtual currency"are not securities. 27. "Specified causes of loss" means the following: Fire; lightning; explosion; windstorm or hail; smoke; aircraft or vehicles; riot or civil commotion; vandalism; leakage from fire extinguishing equipment; sinkhole collapse; volcanic action; falling objects; weight of snow, ice or sleet;water damage. a. Sinkhole collapse means the sudden sinking or collapse of land into underground empty spaces created by the action of water on limestone or dolomite. This cause of loss does not include: (1) The cost of filling sinkholes; or (2) Sinking or collapse of land into man-made underground cavities. b. Falling objects does not include loss of or damage to: (1) Personal Property in the open;or (2) The interior of a building or structure, or property inside a building or structure, unless the roof or an outside wall of the building or structure is first damaged by a falling object. c. Water damage means: (1) Accidental discharge or leakage of water or steam as the direct result of the breaking apart or cracking of any part of a system or appliance (other than a sump system including its related equipment and parts) that is located on the described premises and contains water or steam;and (2) Accidental discharge or leakage of water or waterborne material as the direct result of the breaking apart or cracking of a water or sewer pipe caused by wear and tear, when the pipe is located off the described premises and is connected to or is part of a potable water supply system or sanitary sewer system operated by a public or private utility service provider pursuant to authority granted by the state or governmental subdivision where the described premises are located. But water damage does not include loss or damage otherwise excluded under the terms of the Water $ Exclusion.Therefore,for example,there is no coverage under this policy in the situation in which discharge or leakage of water results from the breaking apart or cracking of a pipe which was caused by or related to weather-induced flooding, even if wear and tear contributed to the breakage or cracking. As another example, and also in accordance with the terms of the Water Exclusion, there is no coverage for loss or damage caused by or related to weather-induced flooding which follows or is exacerbated by pipe breakage or $ cracking attributable to wear and tear. To the extent that accidental discharge or leakage of water falls within the criteria set forth in c.(1)or c.(2)of this definition of"specified causes of loss", such water is not subject to the provisions of the Water Exclusion which preclude coverage for surface water or water under the surface of the ground. 28. "Stock"means merchandise held in storage or for sale, raw materials and in-process or finished goods, including supplies used in their packing or shipping. 29. "Suspension" means: a. The partial or complete cessation of your business activities; or b. That a part or all of the described premises is rendered untenantable. 30. "Theft"means any act of stealing. "Theft"does not include the unlawful taking of property resulting from phished, spoofed, fraudulent or fake wire transfer instructions,emails or other electronic communication.. 31. "Vacant" means the following SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 24 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) a. When this policy is issued to a tenant, and with respect to that tenant's interest in Covered Property, building means the unit or suite rented or leased to the tenant. Such building is vacant when it does not contain enough business personal property to conduct customary operation. b. When this policy is issued to the owner or general lessee of a building, building means the entire building. Such building is vacant unless at least 31%of its total square footage is: (1) Rented to a lessee or sub-lessee and used by the lessee or sub-lessee to conduct its customary operations; and/or (2) Used by the building owner to conduct customary operations. 32. "Valuable papers and records" means inscribed, printed or written: a. Documents; b. Manuscripts; and c. Records; Including abstracts, books,deeds,'drawings,films, maps or mortgages. But"valuable papers and records"does not mean: a. "Money"or securities"; b. "Electronic data"; c. "Electronic media and data"; 33. "Virtual currency" means any assets, representations of monetary value or means of payment that exist purely in electronic or digital form that is accounted for and transferred using computers including, but not limited to, digital money, digital currency, crypto currency,cybercash or any other type of electronic or digital currency. 34. "Water Supply Services"means the following types of property supplying water to the described premises: a. Pumping stations;and b. Water mains. H. MALICIOUS CODE,SYSTEM PENETRATION AND DENIAL OF SERVICE DEFINITIONS: 1. "Denial of Service" means any failure or inability of any person, user, customer, "electronic data processing equipment," computer system or computer network to communicate with, gain access to, or use, any "electronic data processing equipment,"computer system,computer network, "electronic media and data"or"electronic data" because an excessive volume of data, requests or communications is sent to, received by or processed by such "electronic data processing equipment," computer system or computer network, and depletes the bandwidth, capacity or computational resources thereof, including without limitation, any business interruption caused by the foregoing. 2. "Electronic Data Peril"means: a. Corruption, unauthorized use, distortion, deletion, damage, destruction or any other harm to, or misappropriation or copying of, "electronic data"or information; b. Interruption,delay, disruption, suspension, loss of functionality of, inaccessibility to, unauthorized access to or inability to use or communicate with, "electronic data processing equipment," "electronic media and data," "electronic data,"computer resources, electronic devices, computer system, computer network or equipment; or C. Misappropriation, transfer or copying of any property, "money," "securities" or "stock," including without limitation,the use of any computer to cause such misappropriation,transfer or copying. 3. "Malicious Code" means any data, computer program, software, firmware or computer code designed to cause or result in,or that does cause or result in (whether designed to do so or not), any "electronic data peril," including without limitation, computer viruses,worms or Trojan horses.. 4. "Mass Attack Malware" means any"malicious code": a. Capable of replicating or mutating; SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 25 of 26 (Ed. 10-19) SB-146801-J (Ed.10-19) b. Propagating, spreading or moving to other "electronic data processing equipment," "electronic media and data," "electronic data," electronic devices, media, computer systems, equipment or computer networks, including without limitation, by attaching to applications, e-mails,e-mail attachments or otherwise; c. Designed to exploit a vulnerability that is common to or present on more than one"electronic data processing equipment," "electronic media and data," "electronic data," electronic devices, media, computer systems, equipment or computer networks; or d. That infects, is stored upon, exists within or resides on more than one "electronic data processing equipment," "electronic media and data," "electronic data," electronic device, media, computer system, equipment or computer network. 5. "Mass System Penetration"means any"system penetration"that: a. Exploits, or is designed to exploit, a vulnerability that is common to or present on more than one "electronic data processing equipment," "electronic media and data," "electronic data," electronic devices, media, computer systems,equipment or computer networks; or b. Targets or exploits more than one "electronic data processing equipment," "electronic media and data," "electronic data,"electronic device, media,computer system,equipment or computer network. 6. "System Penetration" means any access to or use of any "electronic data processing equipment," "electronic media and data," "electronic data,"electronic device, computer system, equipment or computer network intended to cause or result in, or that does cause or result in, any "electronic data peril," which is not directly or indirectly enabled by "malicious code" and which is achieved by a person without the use or assistance, directly or indirectly, of"malicious code." 7. "Targeted Hacker Attack" means the corruption, distortion, damaging, deletion or destruction of your"electronic data"resulting from"targeted system penetration"or"targeted malware." 8. "Targeted Ma!ware" means any"malicious code"that: a. Is intended by a hacker to specifically infect, or be stored or reside on, only your "electronic data processing equipment"; b. Is incapable of replicating, mutating, propagating, spreading or moving to other "electronic data processing equipment," "electronic media and data," "electronic data," electronic devices, media, computer systems or computer networks; c. Does not infect or reside on any other "electronic data processing equipment," "electronic media and data," "electronic data,"computer system, electronic device,or computer network that is not yours;and d. Exploits a vulnerability that is unique to, and present on, only your "electronic data processing equipment," and such vulnerability is not common to or present on any other "electronic data processing equipment," computer,electronic device, medium,computer system, equipment or computer network. 9. "Targeted System Penetration" means "system penetration"that is designed to target and exploit, and that does $ target and exploit, a vulnerability that is unique to, and present on, only your "electronic data processing equipment," and such vulnerability is not common to or present on any other "electronic data processing equipment,"computer, electronic device, medium,computer system,equipment or computer network. SB-146801-J Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 26 of 26 (Ed. 10-19) SB146802F (Ed. 10-19) BUSINESS INCOME AND EXTRA EXPENSE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage Form under Paragraph A.Coverage. Business Income and Extra Expense Business Income and Extra Expense is provided at the premises described in the Declarations when the Declarations show that you have coverage for Business Income and Extra Expense. 1. Business Income a. Business Income means: (1) Net Income(Net Profit or Loss before Income taxes)that would have been earned or incurred, including: (a) "Rental Value";and (b) "Maintenance Fees,"if you are a condominium association; plus (2) Continuing normal operating expenses incurred, including payroll, subject to 90 day limitation if indicated on the Declaration page. b. We will pay for the actual loss of Business Income you sustain due to the necessary "suspension" of your "operations" during the "period of restoration." The "suspension" must be caused by direct physical loss of or damage to property at the described premises. The loss or damage must be caused by or result from a Covered Cause of Loss. With respect to loss of or damage to personal property in the open or personal property in a vehicle,the described premises include the area within 1,000 feet of the site at which the described premises are located. c. Your loss of Business Income is covered up to 30 consecutive days when caused as a direct result of damage, by a Covered Cause of Loss,to property adjacent to your premises. d. With respect to the requirements set forth in Paragraph b.above, if you rent, lease or occupy only part of the site at which the described premises are located,the described premises means: (1) The portion of the building which you rent, lease or occupy; and (2) Any area within the building or on the site at which the described premises are located, if that area services, or is used to gain access to,the described premises. e. Property in Transit (1) We will pay for the actual loss of Business Income you sustain and necessary Extra Expense you incur during the"period of restoration"due to direct physical loss of or damage to: (a) Your business personal property;or (b) Personal property of others in your care,custody or control; while such property in the due course of transit. If caused by such loss or damage to property in the due course of transit, we will also pay for the actual loss of Business Income you sustain during the additional period of coverage provided under the Extended Business Income Additional Coverage. (2) Insurance under this Additional Coverage applies only if the loss or damage to the property in transit is caused by a Covered Cause of Loss. Insurance under this Additional Coverage does not apply to any loss of Business Income or Extra Expense due to loss of or damage to: (a) Vehicles or self-propelled machines (including motor vehicles, trailers, aircraft, watercraft and similar conveyances) unless such vehicles are themselves in the due course of transit in or on another transporting conveyance; SB146802F (Ed. 10-19) Page 1 of 3 Copyright,CNA All Rights Reserved. SB146802F (Ed. 10-19) (b) Property while waterborne, except in regular ferry operations in the course being moved by other means of transportation; (c) Property shipped by mail; (d) Contraband, or property in the course of illegal transportation or trade; (e) Import shipments that have not been unloaded from any importing aircraft or watercraft, or that are under the protection of marine insurance; (f) Export shipments once loaded on board exporting aircraft or watercraft, or under the protection of marine insurance;or (g) Properly sold by you under conditional sale, trust agreement, installment payment or other deferred payment plan, after delivery to customers. (3) The most we will pay for loss under this Additional Coverage is $10,000 unless a different Limit of Insurance is shown in the Declarations for Property in Transit—Business Income and Extra Expense. f. Extended Business Income If the necessary "suspension" of your "operations" produces a Business Income loss payable under Paragraphs 1.a.through 1.d.above,we will also pay for the actual loss of Business Income you sustain during the period that: (1) Begins on the date property is actually repaired, rebuilt or replaced and"operations"are resumed; and (2) Ends on the earlier of: (a) The date you could restore your "operations" with reasonable speed, to the level which would generate the Business Income amount that would have existed if no direct physical loss or damage occurred;or (b) Sixty consecutive days after the date determined in paragraph f.(1)above. However, this extended Business Income does not apply to loss of Business Income incurred as a result of unfavorable business conditions caused by the impact of the Covered Cause of loss in the area where the described premises are located. 2. Extra Expense a. Extra Expense means reasonable and necessary expenses you incur during the "period of restoration" that you would not have incurred if there had been no direct physical loss of or damage to property caused by or resulting from a Covered Cause of Loss. b. We will pay Extra Expense(other than the expense to repair or replace property)to: (1) Avoid or minimize the "suspension" of business and to continue "operations" at the described premises or at replacement premises or temporary locations, including relocation expenses and costs to equip and operate the replacement premises or temporary locations; or (2) Minimize the"suspension"of business if you cannot continue"operations." c. We will also pay Extra Expense (including Expediting Expenses) to repair or replace the property, but only to the extent it reduces the amount of loss that otherwise would have been payable under Paragraph 1. Business Income above. 3. If the Declarations show for Business Income and Extra Expense: a. Actual loss sustained for 12 consecutive months,then we will pay for loss of Business Income and Extra Expense that occurs within 12 consecutive months following the date of direct physical loss or damage; or actual loss sustained for the number of months shown on the Declaration page;or b. Subject to a. above, if a maximum dollar limit is shown on the Declarations page, then we will pay actual loss sustained, plus loss payable under Extended Business Income, up to a maximum dollar limit, for the loss of Business Income and Extra Expense. 4. "Electronic Data Processing Equipment"and "Electronic Media and Data" a. "Electronic data processing equipment" and "electronic media and data" shall be considered covered property as referenced in this Coverage Part. SB146802F (Ed. 10-19) Page 2 of 3 Copyright,CNA All Rights Reserved. SB146802F (Ed. 10-19) b. We shall not be liable for any payment for the Extra Expense you incur, and loss of Business Income you sustain, during the first 12 hours following the start of a necessary "suspension" of your "operations" during the "period of restoration" that is caused by direct physical loss of or damage to "electronic data processing equipment" or "electronic data and media"at the described premises; or at the premises of a 3rd party vendor who is managing or controlling your "electronic data processing equipment" on your behalf, provided, however, if the Business Income And Extra Expense—72-lour Deductible endorsement is part of this policy, the 72 hour deductible stated in that endorsement shall apply with respect to this sub-paragraph 5.b.instead of the 12 hour deductible set forth above. All other terms and conditions of the Policy remain unchanged. SB146802F (Ed. 10-19) Page 3 of 3 Copyright,CNA All Rights Reserved. SB-146803-A CNA (Ed. 01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SEASONAL INCREASE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners shown in the Declarations to provide for seasonal Special Property Coverage Form: variations. Subject to the Exclusions, Conditions and Limitations 2. This increase will apply only if the Limit of of this policy, you may extend this insurance as Insurance shown for Business Personal Property indicated below. in the Declarations is at least 100% of your average monthly values during the lesser of: Unless otherwise stated, payments made under the following coverage will not increase the applicable a. The 12 months immediately preceding the Limits of Insurance. date of the loss or damage occurs;or 1. The Limit of Insurance for Business Personal b. The period of time you have been in business Property shown in the Declarations will at the location where the loss or damage automatically increase by 25%, or the amount occurs, on the date the loss or damage occurs. 1.01 SB-146803-A Page 1 of 1 (Ed. 01/06) CNA SB-146804-A (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARSON & THEFT REWARD This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners a. An arson conviction in connection with a Special Property Coverage Form under Section A.5. covered fire or explosion loss;or Additional Coverages. b. A "theft" conviction in connection with a Unless otherwise stated, payments made under the covered"theft"loss. following Additional Coverage is in addition to the applicable Limits of Insurance. 2. The most we will pay under this Additional Coverage in connection with a particular loss is Arson and Theft Reward $5,000. 1. We will pay for reasonable expenses you incur for rewards that lead to: SB-146804-A Page 1 of 1 (Ed. 01/06) SB146805B CNA (Ed. 6-16) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. CLAIM DATA EXPENSE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage under Section A.5. Additional Coverages: Unless otherwise stated, payments made under the following Additional Coverage is in addition to the applicable Limit of Insurance. Claim Data Expense 1. We will pay the reasonable and necessary expenses you incur in preparing claim data when we require such data or we request you prepare income statements to show the extent of covered loss or damage. This includes the cost of taking inventories, making appraisals, preparing income statements, and preparing other documentation. 2. Under this Additional Coverage,we will not pay for: a. Any fees,costs or expenses incurred, directed or billed by or payable to: (1) attorneys, public adjusters, loss adjusters, loss consultants or their associates or subsidiaries; or (2) insurance brokers or agents, or their associates or subsidiaries, including related forensic accounting services,without our written consent prior to such expenses being incurred. b. Any costs incurred in connection with Paragraph E.2. Appraisal. 3. The most we will pay for preparation of claim data under this Additional Coverage in any one occurrence is $5,000 regardless of the number of premises involved. All other terms and conditions of the Policy remain unchanged. to SB146805B(Ed.6-16) Page 1 of 1 Copyright,CNA All Rights Reserved. CNA SB-146806-B (Ed. 01/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEBRIS REMOVAL This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. Remove, restore or replace polluted land or Special Property Coverage Form under Paragraph A.5. water. Additional Coverages. 3. Except as provided in Paragraph 4. below, Unless otherwise stated, payments made under the payment for Debris Removal is included within the following Additional Coverage is in addition to the applicable Limit of Insurance shown in the applicable Limit of Insurance. Declarations. The most we will pay under this Debris Removal Additional Coverage is 25%of: 1. We will pay your expense to remove debris of a. The amount we pay for the direct physical Covered Property, other than outdoor trees, loss or damage to Covered Property; plus shrubs, plants and lawns as described in the b. The deductible in this Coverage Form Outdoor Trees, Shrubs, Plants and Lawns applicable to that loss or damage. Coverage Extension, caused by or resulting from 4. When the debris removal expense exceeds the a Covered Cause of Loss that occurs during the 25% limitation in Paragraph 3. above or when the policy period. The expenses will be paid only if they are reported to us within 180 days of the date sum of the debris removal expense and the of direct physical loss or damage amount we pay for the direct physical loss of or damage to Covered Property exceeds the 2. Debris Removal does not apply to costs to: applicable Limit of Insurance, we will pay up to an a. Extract"pollutants"from land or water;or additional $25,000, or the limit shown in the Declarations, for debris removal expense in any one occurrence,at each described premises. SB-146806-B Page 1 of 1 (Ed.01/08) CNA SB146807F (Ed. 10-19) EMPLOYEE DISHONESTY This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage Form under Paragraph A.5. Additional Coverages: Unless otherwise stated, payments under the following Additional Coverage are in addition to the applicable Limit of Insurance. Employee Dishonesty (1) We will pay for loss of or damage to Covered Property resulting directly from dishonest acts committed by any of your "employees"acting alone or in collusion with other persons(except you or your partner)with the manifest intent to: (a) Cause you to sustain loss or damage;and also (b) Obtain financial benefit (other than salaries, commissions, fees, bonuses, promotions, awards, profit sharing, pensions or other employee benefits earned in the normal course of employment)for: (I) Any employee;or (ii) Any other person or organization. We will pay for loss or damage you sustain to Covered Property through acts committed or events occurring during the Policy Period. Regardless of the number of years this insurance remains in force or the number of premiums paid, no Limit of Insurance cumulates from year to year or period to period. (2) Paragraphs A.2.m., A.2.n., A.2.p., B.1.k., B.2.h., B.2.i., B.2.n.and B.2.o. do not apply, but only to the extent of the coverage provided under this Employee Dishonesty Additional Coverage. (3) We will not pay for loss resulting from the dishonest acts of any"employee" if coverage for that"employee"was either cancelled or excluded from any previous insurance of yours providing"employee dishonesty"coverage. (4) This Additional Coverage is cancelled as to any"employee immediately upon discovery by: (a) You;or (b) Any of your partners, "members,""managers,"officers, directors or trustees not in collusion with the"employee," of any fraudulent dishonest act committed by that"employee"before or after being employed by you. $ (5) We will pay for covered loss or damage only if discovered no later than one year from the end of the Policy Period. (6) The most we will pay for loss under this Additional Coverage in any one "occurrence" is the limit shown on the Declarations regardless of the number of premises involved. (7) With respect to this Additional Coverage,the definition of"occurrence"is deleted and replaced by the following: "Occurrence"means: a. Any single act; b. The combined total of all separate acts whether or not related;or c. A series of acts whether or not related, committed by an "employee", acting alone or in collusion with other persons, or any group of"employees" acting together, even if in collusion with other persons, during the policy period, subject to Paragraphs(8)and(9)below. (8) If, during the period of any prior Employee Dishonesty or Employee Theft insurance, you (or any predecessor in interest) sustained loss or damage that you could have recovered under that insurance, except that the time within which to discover loss or damage has expired, we will pay for it under this Additional Coverage, subject to the following: (a) This insurance became effective at the time of cancellation or termination of the prior insurance; and SB146807F (Ed. 10-19) Page 1 of 2 Copyright,CNA All Rights Reserved. SB146807F (Ed. 10-19) (b) The loss or damage would have been covered by this insurance had it been in effect when the acts or events causing the loss or damage were committed or occurred. (9) The insurance provide under paragraph (8) above is part of, not in addition to the Limit of Insurance described in Paragraph(6)above and is limited to the lesser of the amount recoverable under: (a) This Additional Coverage, as of its effective date; or (b) The prior Employee Dishonesty or Employee Theft insurance, had it remained in effect. (10)We will not pay for loss or damage under this endorsement until the amount of loss or damage in any one occurrence exceeds$250.We will then pay the amount of loss or damage in excess of the$250 up to the Limit of Insurance. (11)Under PROPERTY DEFINITIONS, and only for the purpose of the coverage provided by this Employee Dishonesty Additional Coverage,the definition of"employee"is deleted and replaced by the following: "Employee(s)" means: a. Any natural person: (1) While in your service(and for 30 days after termination of service);and (2) Whom you compensate directly by salary,wages or commissions;and (3) Whom you have the right to direct and control while performing services for you. b. Any natural person employed by an employment contractor while that person is subject to your direction and control and performing services for you excluding, however, any such person while having custody of property outside the premises. c. Any natural person, whether or not compensated, while performing services for you as a member or chairperson of any committee. d. Your natural person director or trustee while acting as a member of any of your elected or appointed committees to perform on your behalf specific,as distinguished from general,directorial acts. But"employee"does not mean any agent, broker, factor, commission merchant, consignee, independent contractor or representative of the same general character. All other terms and conditions of the Policy remain unchanged. SB146807F (Ed. 10-19) Page 2 of 2 Copyright,CNA All Rights Reserved. S B-146808-A CNA (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXPEDITING EXPENSES This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners replacement, at the premises sustaining loss or Special Property Coverage Form under Paragraph A.5. damage. Expediting expenses include overtime Additional Coverages. wages and the extra cost of express or other rapid means of transportation. Expediting expenses do Unless otherwise stated, payments made under the not include expenses you incur for the temporary following Additional Coverage is in addition to the rental of property or temporary replacement of applicable Limits of Insurance. damaged property. Expediting Expenses 2. With respect to this Additional Coverages, "breakdown" to "covered equipment" will not be 1. In the event of direct physical loss of or damage to considered a Covered Cause of Loss, even if Covered Property caused by or resulting from a otherwise covered elsewhere in this Policy. Covered Cause of Loss, we will pay for the reasonable and necessary additional expenses 3. The most we will pay under this Additional you incur to make temporary repairs, expedite Coverage in any one occurrence is $25,000, permanent repairs, or expedite permanent regardless of the number of premises involved. SB-146808-A Page 1 of 1 (Ed.01/06) CNA SB-146809-C (Ed. 07/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FINE ARTS This endorsement modifies insurance provided under the following: BUSINESS OWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners c. We will not pay for loss or damage cause by Special Property Coverage Form under Paragraph A.5. or resulting from any repairing, restoration or Additional Coverages. retouching process; Unless otherwise stated, payments made under the d. We will not pay for loss or damage cause by following Additional Coverage is in addition to the or resulting from faulty packing; applicable Limits of Insurance. e. Paragraph B.1.b. Earth Movement; Fine Arts f. Paragraph B.1.c. Governmental Action; 1. When a Limit of Insurance is shown in the g. Paragraph B.1.d. Nuclear Hazard; Declarations for Building or Business Personal h. Paragraph B.1.f.War and Military Action; Property at any described premises, we will pay for direct physical loss of or damage to "fine arts" i. Paragraph B.1.g. (1),(2)and(4)Water; which are owned by: j. Paragraph B.1.h. Neglect;and a. You;or k. Paragraph B.2.g. Frozen Plumbing b. Others and in your care, custody or control; No other exclusions in Paragraph B. Exclusions caused by or resulting from a Covered Cause of apply to this Additional Coverage. However, if any Loss, including while on exhibit, or in transit, exclusions are added by endorsement to this anywhere within the Coverage Territory. policy, such exclusions will apply to this Additional Coverage. 2. The breakage limitation under Paragraph A.4.b.(2) does not apply to this Additional Coverage. 4. The most we pay for loss or damage under this Additional Coverage in any one occurrence is 3. The following exclusions apply to this Additional $25,000, or the amount shown in the Declarations Coverage: for"fine arts,"whichever is greater. a. We will not pay for loss or damage caused by 5. This Additional Coverage does not apply to or resulting from wear and tear, any quality in property: the property that causes it to damage or a. While in the custody of the United States destroy itself, gradual deterioration, insects, Postal Service; birds, rodents or other animals; b. We will not pay for loss or damage caused by b. After delivery to customers. or resulting from dampness or dryness of atmosphere, or changes in extremes of temperature; SB-146809-C Page 1 of 1 (Ed.07/09) SB-146810-A CNA (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FIRE DEPARTMENT SERVICE CHARGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners When the fire department is called to save or protect Special Property Coverage Form under Paragraph A.5. Covered Property from a Covered Cause of loss, we Additional Coverages. will pay up to $25,000 for your liability for fire Unless otherwise stated, payments made under this department service charges: following Additional Coverage is in addition to the 1. Assumed by contract or agreement prior to loss; applicable Limit of Insurance. or 2. Required by local ordinance. SB-146810-A Page 1 of 1 (Ed. 01/06) CNA SB-146811-A (Ed. 01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FIRE PROTECTIVE EQUIPMENT DISCHARGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners a. Refill or recharge the system with the Special Property Coverage Form under Paragraph A.5. extinguishing agents that were discharged; Additional Coverages. and Unless otherwise stated, payments made under the b. Replace or repair faulty valves or controls following Additional Coverage is in addition to the which caused the discharge. Applicable Limits of Insurance. 2. The most we will pay under this Additional 1. If fire protective equipment discharges Coverage in any one occurrence is $10,000, accidentally or to control a Covered Cause of regardless of the number of premises involved. Loss,we will pay your cost to: SB-146811-A Page 1 of 1 (Ed.01/06) SB146812D CNA (Ed. 10-19) FORGERY AND ALTERATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage Form under Paragraph A.5. Additional Coverages. Unless otherwise stated, payment made under the following Additional Coverage is in addition to the applicable Limits of Insurance. Forgery and Alteration (1) We will pay for loss resulting directly from"forgery'or alteration of, any check, draft, promissory note, bill of exchange, or similar written promise of payment in "money" that you or your agent has issued, or that was issued by someone who impersonates you or your agent (2) If you are sued for refusing to pay the check, draft, promissory note, bill of exchange or similar written promise of payment in "money," on the basis that it has been forged or altered, and you have our written consent to defend against the suit,we will pay any reasonable legal expenses that you incur in that defense. (3) For the purposes of this coverage, check includes a substitute check as defined in the Check Clearing for the 21 st Century Act,and will be treated the same as the original if replaced. (4) We will consider signatures that are produced or reproduced electronically, mechanically or by facsimile the same as handwritten signatures. (5) We will pay for loss that you sustain through acts committed or events occurring during the Policy Period. Regardless of the number of years this insurance remains in force or the number of premiums paid, no Limit of Insurance cumulates from year to year or period to period. (6) We will pay for covered loss discovered no later than one year from the end of the Policy Period. (7) The most we will pay for loss under this Additional Coverage in any one "occurrence" is the limit shown on the Declarations regardless of the number of premises involved. (8) Solely with respect to this Additional Coverage,the definition of"occurrence"is deleted and replaced by the following: "Occurrence"means: a. any single act; b. the combined total of all separate acts whether or not related;or c. a series of acts whether or not related, committed by any one person acting alone or in collusion with others, or in which such a person is implicated, involving one or more instruments,during the policy period, before this policy period, or both,subject to Paragraphs (5) and (9) (9) If, during the period of any prior Forgery or Alteration insurance, you (or any predecessor in interest) sustained loss or damage that you could have recovered under that insurance, except that the time within which to discover loss or damage has expired,we will pay for it under this Additional Coverage provided: (a) This insurance became effective at the time of cancellation or termination of the prior insurance; and (b) The loss would have been covered by this insurance had it been in effect when the acts or events causing the loss were committed or occurred. (10)The insurance provided under Paragraph(9).above is part of, and not in addition to the limit described in Paragraph (7)above and is limited to the lesser of the amount recoverable under: (a) This Additional Coverage up to the applicable Limit of Insurance under this Policy, as of its effective date;or (b) The prior Forgery or Alteration insurance, had it remained in effect. SB146812D(Ed. 10-19) Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc.,wiUh its permission. SB146812D (Ed. 10-19) (11)The following definition is added: "Forgery" means the signing of the name of another person or organization with intent to deceive; it does not mean a signature which consists in whole or in part of one's own name signed with or without authority, in any capacity for any purpose. (12)Paragraphs B.2.i., and B.2.n.do not apply to this Additional Coverage but only to the extent of the coverage provided under this Forgery and Alteration Additional Coverage. All other terms and conditions of the Policy remain unchanged. SB146812D(Ed. 10-19) Page 2 of 2 Includes copyrighted material of Insurance Services Once,Inc.,with its permission. SB-146813-B CNA (Ed.01/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NEWLY ACQUIRED OR CONSTRUCTED PROPERTY This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners 2. Business Personal Property Special Property Coverage Form under Paragraph A.5. Additional Coverages. a. When a Limit of Insurance is shown in the Declarations for Business Personal Property at Unless otherwise stated, payments made under the any described premises, we will pay for direct following Additional Coverage is in addition to the physical loss of or damage to the following applicable Limits of Insurance. property caused by or resulting from a Covered Newly Acquired or Constructed Property Cause of Loss: 1. Buildings (1) Business Personal Property, including such property that you newly acquire, at a building a. We will pay for direct physical loss of or damage you acquire by purchase or lease at any to the following property caused by or resulting premises, including those premises shown in from a Covered Cause of Loss: the Declarations; and (1) Your: (2) Business Personal Property that you newly (a) New buildings while being built on a acquire at a described premises. premises shown in the Declarations; b. The most we will pay for loss of or damage to Business Personal Property under this Additional (b) New buildings while being built on newly Coverage in any once occurrence is $250,000 at acquired premises; and each premises. (i) intended for similar use as a building 3. Period of Coverage described in the Declarations; or a. With respect to insurance under this Additional (ii) used as a warehouse Coverage, coverage will end when any of the (c) Materials, equipment, supplies and following first occurs: temporary structures used in connection (1) This policy expires; with such buildings while they are being built;or (2) 180 days expire after you acquire the property (2) Buildings you acquire by purchase or lease at or begin to construct the property; any premises, including those premises (3) You report values to us;or shown in the Declarations. (4) The property is more specifically insured. b. The most we will pay for loss of or damage to b. We will charge you additional premium for values $ newly constructed buildings or newly acquired reported to us from the date construction begins or buildings under this Additional Coverage in any you acquire the property. one occurrence is$1,000,000 at each premises. SB-146813-B Page 1 of 1 (Ed.01/08) CNA SB-146814-B (Ed.03/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ORDINANCE OR LAW This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners (1) You were required to comply with before Special Property Coverage Form under Section A.5. the loss, even if the building was Additional Coverages. undamaged;and Unless otherwise stated, payments made under the (2) You failed to comply with; or following Additional Coverage is in addition to the b. Costs associated with the enforcement of any applicable Limits of Insurance. ordinance or law that requires any insured or 1. In the event of damage by a Covered Cause of other to test for, monitor, clean up, remove, Loss to a building that is Covered Property,we will contain, treat, detoxify or neutralize, or in any pay for: way respond to, or assess the effects of a. Loss in value of the undamaged portion of the "pollutants." building as a consequence of enforcement of 4. Paragraph B.1.a. does not apply to this Additional the minimum requirements of any ordinance Coverage. or law that requires the demolition of 5. Subject to the limit described in Paragraph 6. undamaged parts of the same building; below: b. Demolition cost, meaning the cost to demolish and clear the site of undamaged parts of the a. The insurance provided under this Additional same building as a consequence of Coverage for loss in value to the undamaged enforcement of the minimum requirements of portion of the building is limited as follows: any ordinance or law that required demolition (1) If Replacement Cost Coverage applies of such undamaged property;and and the building is repaired or replaced c. The increased cost of construction, meaning on the same or another premises, we will the increased cost to repair, rebuild or not pay more than the lesser of: reconstruct the property as a consequence of (a) The amount you actually spend to enforcement of the minimum requirements of repair, rebuild or reconstruct the any ordinance or law. This increased cost of undamaged portion of the building;or construction coverage applies only if: (b) The amount it would cost to restore (1) The building is insured for replacement the undamaged portion of the cost; building on the same premises and to (2) The building is repaired, rebuilt or the same height, floor area, style and reconstructed;and comparable quality of the original undamaged portion of the building;or (3) The repaired, rebuilt or reconstructed building is intended for similar occupancy (2) If Replacement Cost Coverage applies as the current building, unless otherwise and the building is not repaired or required by zoning or land use ordinance replaced, or if Replacement Cost or law. Coverage does not apply, we will not pay more than the actual cash value of the 2. The ordinance or law referred to in this Additional undamaged portion of the building at the Coverage is an ordinance or law that: time of loss. a. Regulates the demolition, construction or b. We will not pay more for demolition costs than repair of buildings, or establishes zoning or the amount you actually spend to demolish land use requirements at the described and clear the site of the described premises. premises;and c. The insurance provided under this Additional b. Is in force at the time of the loss. Coverage for increased cost of construction is 3. We will not pay under this Additional Coverage for: limited as follows: a. Loss due to any ordinance or law that: (1) If the building is repaired or replaced at the same premises, or if you elect to SB-146814-B Page 1 of 2 (Ed.03/06) (Version 1.0) SB-146814-B (Ed.03/06) rebuild at another premises, the most we a. Paragraph 1.a. above in any one occurrence will pay is the increased cost of is the Building Limit at each described construction at the same premises;or premises shown in the Declarations, if this (2) If the ordinance or law requires relocation coverage has been selected and is indicated on the Declarations. to another premises, the most we will pay is the increased cost of construction at b. Paragraph 1.b. and 1.c. above in any one the new premises. occurrence is $25,000 or the limit shown in 6. The most we will pay for loss under this Additional the Declarations, whichever is greater at each Coverage for the total of all coverages described described premises. in: QxO 8O SB-146814-B Page 2 of 2 (Ed.03/06) (Version 1.0) CNA SB-146815-A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OUTDOOR TREES, SHRUBS, PLANTS AND LAWNS This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners of trees,shrubs or plants)and lawns located at the Special Property Coverage Form under Section A.5. described premises caused by or resulting from a Additional Coverages. Covered Cause of Loss. Unless otherwise stated, payments made under the 2. The most we will pay for loss or damage under following Additional Coverage is in addition to the this Additional Coverage in any one occurrence is applicable Limits of Insurance. $3,000 at each described premises. Outdoor Trees,Shrubs,Plants and Lawns 3. Debris removal, because of covered loss or damage to outdoor trees, shrubs, plants and 1. We will pay for direct physical loss of or damage lawns, is included within the limits described in to outdoor trees, shrubs, plants (other than "stock" Paragraph 2.above. SB-146815-A Page 1 of 1 (Ed, 01/06) SB-146816-A CNA (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLLUTANT CLEAN UP AND REMOVAL This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners c. During the policy period. Property Coverage Form under Paragraph A.S. Additional 2. The expenses will be paid only if they are reported Coverages. to us in writing within 180 days of the date on Unless otherwise stated, payments made under the which the"specified cause of loss"occurs. following Additional Coverage is in addition to the 3. This Additional Coverage does not apply to costs applicable Limits of Insurance. to test for, monitor or assess the existence, Pollutant Clean Up and Removal concentration or effects of"pollutants." But we will 1. We will pay your necessary and reasonable pay for testing which is performed in the course of expense to extract "pollutants" from land or water extracting the"pollutants"from the land or water. at the described premises if the discharge, 4. The most we will pay under this Additional dispersal, seepage, migration, release or escape Coverage is $25,000 for the sum of all covered of the "pollutants" is caused by or results from expenses arising out of all Covered Causes of "specified causes of loss"that occurs: Loss occurring during each separate 12 month a. On the described premises; period of this policy beginning with the effective date of this policy. This amount applies regardless b. To Covered Property;and of the number of premises involved. 8N SB-146816-A Page 1 of 1 (Ed. 01/06) CNA SB-146817-A (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRESERVATION OF PROPERTY This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners 2. Coverage under this Additional Coverage will end Special Property Coverage Form under Paragraph A.5. when any of the following first occurs: Additional Coverages. a. When the policy is amended to provide Unless otherwise stated, payments made under the insurance at the new location; following Additional Coverage is in addition to the b. The property is returned to the original applicable Limits of Insurance. described premises; Preservation of Property c. 90 days expire after the property is first 1. If it is necessary to move Covered Property from moved;or the described premises to preserve it from loss or d. This policy expires. damage by a Covered Cause of Loss, we will pay for: 3. Payments under this Additional Coverage are a. Any direct physical loss or damage to this subject to and not in addition to the applicable property: Limit of Insurance. (1) While it is being moved; or (2) Temporarily stored at another location only if the loss or damage occurs within 90 days after the property is first moved; and b. The costs incurred to: (1) Remove such property from the described premises; and (2) Return such property to the described premises. SB-146817-A Page 1 of 1 (Ed. 01/06) CNA S(Ea 01/0s THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEMPORARY RELOCATION OF PROPERTY This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners premises is being renovated or remodeled, we will Special Property Coverage Form under Paragraph A.S. pay for loss or damage to that stored property: Additional Coverages. a. Caused by or resulting from a Covered Cause Unless otherwise stated, payments made under the of Loss; following Additional Coverage is in addition to the b. Up to $50,000 at each temporary location; applicable Limits of Insurance. and Temporary Relocation of Property c. During the storage period of up to 90 1. If Covered Property is removed from the described consecutive days but not beyond expiration of premises and stored temporarily at a location you this policy. own, lease or operate while the described 2. This Additional Coverage does not apply if the stored property is more specifically insured. 0 I SB-146818-A Page 1 of 1 (Ed.01/06) 819-A B-14 CNA S (Ed.0/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WATER DAMAGE, OTHER LIQUIDS, SOLDER OR MOLTEN MATERIAL DAMAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners system or appliance from which the water or other Special Property Coverage Form under Paragraph A.5. substance escapes. Additional Coverages. 2. We will not pay the cost to repair any defect to a Unless otherwise stated, payments made under the system or appliance from which the water, other following Additional Coverage is in addition to the liquid, solder or molten material escapes. But we applicable Limits of Insurance. will pay the cost to repair or replace damaged parts of fire extinguishing equipment if the Water Damage, Other Liquids, Solder or Molten damage: Material Damage a. Results in discharge of any substance from 1. If loss or damage caused by or resulting from an automatic fire protection system; or covered water or other liquid, solder or molten material damage loss occurs, we will also pay the b. Is directly caused by freezing. cost to tear out and replace any part of the 3. Payments made under this Additional Coverage building or structure to repair damage to the are subject to and not in addition to the applicable Limit of Insurance. SB-146819-A Page 1 of 1 (Ed.01/06) SB-146820-C CNA (Ed.06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ACCOUNTS RECEIVABLE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. We will not pay for loss that requires an audit Special Property Coverage Form under Paragraph A.6. of records or any inventory computation to Coverage Extensions. prove its factual existence; Unless otherwise stated, payments made under the c. We will not pay for loss caused by or resulting following Coverage Extension is subject to and not in from alteration, falsification, concealment or addition to the applicable Limits of Insurance. destruction of records of accounts receivable Accounts Receivable done to conceal the wrongful giving, taking or withholding of money, securities or other 1. When a Limit of Insurance is shown in the property. But this exclusion applies only to the Declarations for Building or Business Personal extent of wrongful giving, taking or Property at the described premises, you may withholding; extend that insurance to apply to loss, as d. Paragraph B.1.b.Earth Movement; described in Paragraph 2. below, due to direct physical loss of or damage to your records of e. Paragraph B.1.c.Governmental Action; accounts receivable (including those on electronic f. Paragraph B.1.d. Nuclear Hazard; data processing media) caused by or resulting from a Covered Cause of Loss. Credit card g. Paragraph B.1.f.War and Military Action; company media will be considered accounts receivable until delivered to the credit card h. Paragraph B.1.g.(1),(2),and(4)Water; company. i. Paragraph B.1.h. Neglect;and 2. We will pay for: j. Paragraph B.2.i. False Pretense; a. All amounts due from your customers that you No other exclusions in Paragraph B. Exclusions were unable to collect; apply to this Coverage Extension. However, if any b. Interest charges on any loan required to offset exclusions are added by endorsement to this amounts you are unable to collect pending our Policy, such exclusions will apply to this Coverage payment of these amounts; Extension. C. Collection expenses in excess of your normal 4. The most we will pay under this Coverage collection expenses that are made necessary Extension for loss of or damage to records of by the loss or damage;and accounts receivable in any one occurrence while $ in transit or at a premises other than the described $ d. Other reasonable expenses that you incur to premises is$25,000. $ re-establish your records of accounts receivable. 5. The most we will pay under this Coverage Extension for loss of or damage to records of 3. The following exclusions apply to this Coverage accounts receivable in any one occurrence at Extension: each described premises is $25,000 or the a. We will not pay for loss caused by or resulting amount shown in the Declarations for Accounts from bookkeeping, accounting or billing errors Receivable,whichever is greater. or omissions; 6. Payments made under this Coverage Extension are in addition to the applicable Limits of Insurance. SB-146820-C Page 1 of 1 (Ed.06/11) CNA SB-146821-A (Ed. 01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. APPURTENANT BUILDINGS AND STRUCTURES This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners described premises, caused by or resulting from a Special Property Coverage Form under Paragraph A.6. Covered Cause of Loss. Coverage Extensions, 3. Incidental appurtenant buildings or structures include: Unless otherwise stated, payments made under the a. Storage buildings; following Coverage Extension is subject to and not in addition to the applicable Limits of Insurance. b. Carports; Appurtenant Buildings and Structures c. Garages; 1. When a Limit of Insurance is shown in the d. Pump houses;or Declarations for Building at the described premises, e. Above ground tanks; you may extend that insurance to apply to direct physical loss of or damage to incidental appurtenant Which have not been specifically described in the buildings or structures, within 1,000 feet of that Declarations. described premises, caused by or resulting from a Covered Cause of Loss. 4. The most we will pay for loss or damage under this Coverage Extension in any one occurrence for any 2. When a Limit of Insurance is shown in the combination of loss of or damage to Building and Declarations for Business Personal Property at the Business Personal Property is $50,000, regardless of described premises, you may extend that insurance to the number of described premises involved. apply to direct physical loss of or damage to Business 5. Payments made under this Coverage Extension are in Personal Property within incidental appurtenant buildings or structures within 1,000 feet of that addition to the applicable Limits of Insurance. SB-146821-A Page 1 of 1 (Ed.01/06) SB-146822-A CNA (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUILDING GLASS This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners breakage and damage to glass by chemicals Special Property Coverage Form under Paragraph A.6. accidentally or maliciously applied to glass. If a Coverage Extensions. specific deductible has been selected for building glass as shown on the Declarations we will apply Unless otherwise stated, payments made under the that deductible to any covered loss. If no following Coverage Extension is subject to and not in deductible is selected for building glass, the policy addition to the applicable Limits of Insurance. deductible will be applied to covered building Building Glass glass losses. 1. If: 3. We will also pay for necessary expenses in connection with loss or damage covered in a. You are the building owner;and Paragraphs 1.or 2.above, incurred by you to: b. A Limit of Insurance is shown in the a. Put up temporary plates or board up Declarations for Building at the described openings; premises; b. Repair or replace encasing frames; and you may extend that insurance to apply to direct physical loss of or damage to all exterior and c. Remove or replace obstructions. interior building glass caused by or resulting from 4. The following exclusions apply to this Coverage a Covered Cause of Loss, including glass Extension: breakage and damage to glass by chemicals accidentally or maliciously applied to glass. If a a. We will not pay for loss or damage caused by specific deductible has been selected for building or resulting from: glass as shown on the Declarations we will apply (1) Wear and tear; that deductible to any covered loss. If no deductible is selected for building glass, the policy (2) Hidden or latent defect; deductible will be applied to covered building (3) Corrosion;or glass losses. 2. If: (4) Rust; a. You are a tenant; b. Paragraph B.1.b. Earth Movement; b. A Limit of Insurance shown in the c. Paragraph B.1.c.Governmental Action; Declarations for Building or Business d. Paragraph B.1.d. Nuclear Hazard; Personal Property at the described premises; and e. Paragraph B.1.f.War and Military Action;and c. You are contractually obligated to repair or f. Paragraph B.1.g.Water. replace building glass at the described No other exclusions in Paragraph B. Exclusions premises; apply to this Coverage Extension. However, if any you may extend that insurance to apply to direct exclusions are added by endorsement to this physical loss of or damage to all exterior and Policy, such exclusions will apply to this Coverage interior building glass caused by or resulting from Extension. a Covered Cause of Loss, including glass SB-146822-A Page 1 of 1 (Ed.01/06) CNA SB146823C (Ed. 10-19) BUSINESS INCOME AND EXTRA EXPENSE - DEPENDENT PROPERTY This endorsement modifies insurance provided under the following: BUSINESS INCOME AND EXTRA EXPENSE COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage Form under Paragraph A.6. Coverage Extensions. Unless otherwise stated, payments made under the following Coverage Extension is subject to and not in addition to the applicable Limits of Insurance. Business Income and Extra Expense- Dependent Property (1) When the Declarations show that you have coverage for Business Income and Extra Expense, you may extend that insurance to apply to the actual loss of Business Income you sustain and reasonable and necessary Extra Expense you incur due to the "suspension" of your "operations" during the "period of restoration." The "suspension" must be caused by direct physical loss or damage at the premises of a "Dependent Property", caused by or resulting from a Covered Cause of Loss. (2) With respect to this Coverage Extension, the"period of restoration": (a) Begins 24 hours after the time of direct physical loss or damage caused by or resulting from any Covered Cause of Loss at the"Dependent Property"; (b) Ends on the date when the "Dependent Property" should be repaired, rebuilt or replaced with reasonable speed and similar quality; and (c) Does not include any increased period required due to the enforcement of any ordinance or law that: (I) Regulates the construction, use or repair,or requires the tearing down of any property;or (ii) Requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of"pollutants." (3) This Coverage Extension: (a) Applies to"Dependent Property"located within the Coverage Territory;and (b) Does not apply when you have more specific insurance under any other policy. (4) We will reduce the amount of your Business Income loss, other than Extra Expense, to the extent you can resume "operations"in whole or in part, by using any other available: (a) Source of materials;or (b) Outlet for your products. (5) The most we will pay for Business Income and Extra Expense under this Coverage Extension is $10,000, or the limit shown in the Declarations, whichever is higher, regardless of the number of described premises or number of "Dependent Properties"involved. (6) Payments made under this Coverage Extension are in addition to the applicable Limits of Insurance. (7) The following definitions are added to SECTION G.PROPERTY DEFINITIONS: • "Dependent Property"means any premises: a. of a direct: supplier, contract manufacturer or contract service provider to you or to others for your account (Contributing Locations); b. of a business-to-business entity that directly accepts your products or services(Recipient Locations); c. that directly manufactures products for delivery to your customers under contract of sale (Manufacturing Locations); or d. within 2 miles of your premises that attract customers to your business(Leader Locations). SB146823C (Ed. 10-19) Page 1 of 2 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. SB146823C (Ed. 10-19) e. of any company under written: royalty, licensing fee or commission agreements with you. The "dependent property" includes the area associated with that address in which the occupant of the above premises is legally entitled to conduct business activities and includes the area extending 1,000 feet beyond that address. "Dependent property"does not include premises: (1) of"external service providers"; (2) with utility service provider's (such as "power supply providers", "water supply providers", or "communication supply providers")transmission and distribution property, including; (3) owned, leased, operated or occupied by you, your "employees", "managers", "members", "messengers", trustees or authorized representatives; (4) occupied by individuals as a residence, home or place of dwelling;or • 'External service provider" means a premises that is operated by others on whom you depend, pursuant to a written service contract,to provide: a. internet services;or b. data management, network management, software management and cloud computing and storage services. "External service provider does not include: (1) "dependent property"; (2) any utility service provider's transmission and distribution property; (3) premises owned, leased, operated or occupied by you, your "employees", "managers", "members", "messengers",trustees or authorized representatives; (4) premises within any country in which the United States government has imposed sanctions,embargoes or similar prohibitions. • SB146823C (Ed. 10-19) Page 2 of 2 Includes copyrighted material of Insurance services Office,Inc.,with its permission. CNA SB-146825-C (Ed.06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS PERSONAL PROPERTY OFF PREMISES This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners 2. This Coverage Extension does not apply to Special Property Coverage Form under Paragraph A.6. property: Coverage Extensions. a. While in the custody of the United States Unless otherwise stated, payments made under the Postal Service; following Coverage Extension is subject to and not in b. Rented or leased to others; addition to the applicable Limits of Insurance. Business Personal Property Off Premises c. After delivery to customers; 1. When a Limit of Insurance is shown in the d. Temporarily at a premises for more than 60 Declarations for Business Personal Property at the consecutive days, except "money" and described premises, you may extend that "securities"at a"banking premises"; insurance to apply to direct physical loss of or e. Otherwise covered under the Fine Arts damage to such property caused by or resulting Additional Coverage; or from a Covered Cause of Loss while: f. Otherwise covered under the following a. In the course of transit, more than 1,000 feet Coverage Extensions: from the described premises; (1) Accounts Receivable; b. Temporarily away from the described premises and: (2) Electronic Data Processing; (1) At a premises you do not own, lease or (3) Personal Effects;or operate;or (4) Valuable Papers and Records. (2) At any fair, trade show or exhibition at a premises you do not own or regularly occupy. SB-146825-C Page 1 of 1 (Ed.06/11) SB146826C CNA (Ed. 10-19) CIVIL AUTHORITY This endorsement modifies insurance provided under the following: BUSINESS INCOME AND EXTRA EXPENSE COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage Form under Paragraph A.6. Coverage Extensions. Unless otherwise stated, payments made under the following Coverage Extension is subject to and not in addition to the applicable Limits of Insurance. Civil Authority (1) When the Declarations show that you have coverage for Business Income and Extra Expense, you may extend that insurance to apply to the actual loss of Business Income you sustain and reasonable and necessary Extra Expense you incur caused by action of civil authority that prohibits access to the described premises. The civil authority action must be due to direct physical loss of or damage to property located away from a described premises. The lost or damaged property must be within five miles of that described premises which sustains the business income or extra expense loss and the loss or damage must be caused by or resulting from a Covered Cause of Loss. (2) The coverage for Business Income will begin 24 hours after the time of that action and will apply for a period of up to four consecutive weeks after coverage begins. (3) The coverage for Extra Expense will begin immediately after the time of that action and will end when your Business Income coverages ends for this Coverage Extension. 0, SB146826C (Ed. 10-19) Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA SB-146827-F (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ELECTRONIC DATA PROCESSING EQUIPMENT AND ELECTRONIC MEDIA AND DATA (EDP COVERAGE FORM) This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your 5. The following additional exclusions apply: Businessowners Special Property Coverage Form under Paragraph A.6.Coverage Extension: With respect to this Coverage Extension, we will not pay for loss or damage caused directly or Electronic Data Processing indirectly by any of the following. Such loss or damage is excluded regardless of any other cause 1. When a Limit of Insurance is shown in the or event that contributes concurrently or in any Declarations for Electronic Data Processing at the sequence to the loss: described premises,that insurance applies to: a. Programming errors or omissions, or incorrect a. Direct physical loss of or damage to your instructions to a machine, including without "electronic data processing equipment" limitation, incorrect instructions to "electronic caused by or resulting from a Covered Cause data processing equipment" from a user of Loss;and incorrectly operating with, or committing an b. Direct physical loss of or damage to your error using an input device (including, without p y g limitation, a keyboard, mouse or touchpad) "electronic media and data" caused by or and corrupting, distorting, deleting, damaging resulting from a Covered Cause of Loss. or destroying "electronic data"; provided, 2. Worldwide coverage is provided under this however, that this exclusion shall not apply to Coverage Extension. The coverage territory as an otherwise covered mechanical breakdown described in Paragraph F.8.b does not apply to of "electronic data processing equipment" this Coverage Extension. under the Insuring Agreement set forth in Paragraph 1.a.of this Coverage Extension. 3. This Coverage Extension does not apply to: b. Unauthorized viewing, copying or use of a. "Stock or "Electronic Media and Data" or "Electronic Data" (or any proprietary or confidential b. Property that is leased or rented to others. information or intellectual property) by any person, even if such activity is characterized 4. The following exclusions as described in Section as"theft." B., Exclusions, of the Businessowners Special Property Coverage Form do not apply to the c. Errors or deficiency in design, installation, Insuring Agreement set forth in Paragraph 1.a. or maintenance, repair or modification of your 1.b.of this Coverage Extension: "electronic data processing equipment," "electronic media and data" or "electronic a. Paragraph 1.e.;and data" or any "electronic data processing equipment," electronic devices, computer b. Paragraph 1.g.(3);and system or network to which your "electronic data processing equipment" "electronic media c. Paragraph 2.a. and data" or "electronic data" is connected or dependent; provided, however, that this The following exclusion as described in Section exclusion shall not apply to an otherwise B., Exclusions, of the Businessowners Special covered mechanical breakdown of "electronic Property Coverage Form does not apply to the data processing equipment" under the Insuring Agreement set forth in Paragraph 1.a. of Insuring Agreement set forth in Paragraph 1.a. this Coverage Extension: Paragraph 2.d.(6). of this Coverage Extension. SB-146827-F Page 1 of 2 (Ed.06/11) SB-146827-F CNA (Ed.06/11) d. Unexplained or indeterminable failure, equipment" or "electronic media and data," malfunction or slowdown of a "electronic data coverage will end on the date and time that any of processing equipment" "electronic media and the following first occurs: data"or"electronic data." a. This policy expires; 6. The most we will pay under this Coverage Extension for all direct physical loss of or damage b. 180 days after you acquire the "electronic to "electronic data processing equipment" and data processing equipment" or "electronic "electronic media and data" (combined) in any one media and data";or occurrence while in transit or at a premises other than the described premises is $25,000, or the c. You report values to us. limit shown in the Declarations. 9. The most we will pay under this Coverage 7. The most we will pay under this Coverage Extension for all direct physical loss of or damage Extension for loss of or damage to "Electronic to "electronic data processing equipment" and Media and Data" while stored at a separate "electronic media and data" (combined) at the premises from where your original "Electronic described premises in any one occurrence is the Media and Data" are kept, in any one occurrence, Limit of Insurance shown in the Declarations or is$25,000. $50,000,whichever is greater. 8. The most we will pay under this Coverage 10. A separate Blanket Limit of Insurance applies to Extension for all direct physical loss or damage to "electronic data processing equipment" and "electronic data processing equipment" and "electronic media and data" at all scheduled "electronic media and data" (combined) you premises, if indicated in the declarations as acquire after the inception date of the policy in any Blanket Electronic Data Processing one occurrence is$25,000. 11. Payments made under this Coverage Extension Provided, however, with respect to insurance are in addition to the applicable Limits of coverage under this Coverage Extension on any Insurance. such newly acquired "electronic data processing Np imom t0 pM fm7 N8 SB-146827-F Page 2 of 2 (Ed.06/11) CNA SB146828E (Ed.04/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EQUIPMENT BREAKDOWN This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage Form under Paragraph A.6. Coverage Extensions. Unless otherwise stated, payments made under the following Coverage Extension are subject to and not in addition to the applicable Limits of Insurance. Equipment Breakdown 1. When a Limit of Insurance is shown in the Declarations for Equipment Breakdown, at the described premises,the limit applies to direct physical loss of or damage to Covered Property at the described premises caused by or resulting from a"breakdown"to"covered equipment." For the purposes of this coverage form, "covered equipment"includes, but is not limited to,the following: a. "Diagnostic Equipment"; b. "Power Generating Equipment"; c. "Production Equipment." With respect to otherwise covered Business Income and Extra Expense, "breakdown"to "covered equipment"will be considered a Covered Cause of Loss. If an initial"breakdown"causes other"breakdowns,"all will be considered one"breakdown."All "breakdowns"that manifest themselves at the same time and are the result of the same cause will also be considered one "breakdown." 2. Under this Coverage Extension,the following coverages also apply: a. Expediting Expenses (1) In the event of direct physical loss of or damage to Covered Property caused by or resulting from a "breakdown"to"covered equipment,"we will pay for the reasonable additional expenses you necessarily incur to make temporary repairs to, or expedite the permanent repair or replacement of, the lost or damaged Covered Property. (2) Expediting expenses include overtime wages and the extra cost of express or other rapid means of transportation. (3) The most we will pay under this Coverage Extension for all Expediting Expenses arising out of any one "breakdown" is $25,000. This limit is part of and not in addition to the Limit of Insurance that applies to lost or damage Covered Property. b. "Pollutants" (1) In the event of direct physical loss of or damage to Covered Property caused by or resulting from a "breakdown" to "covered equipment," we will pay for the additional cost to repair or replace Covered Property because of contamination by "pollutants." This includes the additional expenses to clean up or dispose of such property. Additional costs mean those beyond what would have been required had no "pollutants"been involved. (2) The most we will pay under this Coverage Extension for loss or damage to Covered Property caused by contamination by "pollutants" arising out of any one "breakdown" is $25,000. This limit is subject to and not in addition to the Limit of Insurance that applies to lost or damaged Covered Property. SB146828E (Ed.04/14) Page 1 of 3 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. SB146828E (Ed.04/14) c. Service Interruption When the Declarations show that you have coverage for Business Income and Extra Expense, you may extend that insurance to apply to loss caused by or resulting from a "breakdown"to equipment that is owned, operated or controlled by a local public or private utility or distributor that directly generates, transmits, distributes or provides the following utility services: (1) "Water Supply Services"; (2) "Communication Supply Services";or (3) "Power Supply Services." d. Data Restoration We will pay for your cost to research, replace and restore "electronic data" and "electronic media and data" that is lost as a result due to a "breakdown" to "Covered Equipment." The most we will pay for loss or expenses under this coverage is $100,000 or the limit shown in the Declarations for Equipment Breakdown Coverage at the described premises,whichever is less. The limit provided for the Data Restoration Coverage is a part of, and does not increase the Limit of Insurance for Equipment Breakdown Coverage. 3. We will not pay under this Coverage Extension for loss or damage caused by or resulting from any of the following tests: a. A hydrostatic, pneumatic or gas pressure test of any boiler or pressure vessel;or b. An insulation breakdown test of any type of electrical equipment. 4. We will not pay under this Coverage Extension for loss or damage caused by or resulting from a change in: a. Temperature;or b. Humidity; as a consequence of"breakdown"to"covered equipment." 5. The following limitations in Paragraph A.4.do not apply to this Coverage Extension: a. Paragraph a.(2);and b. Paragraph a.(3). 6. The following exclusions in Paragraph B. Exclusions do not apply to this Coverage Extension: $ a. Paragraph 2.a.; b. Paragraph 2.d.(6);and c. Paragraph 2.e. 7. With respect to this Coverage Extension, the following condition is added to Paragraph F. Commercial Property Conditions: Suspension If any"covered equipment" is found to be in or exposed to a dangerous condition, any of our representatives may immediately suspend the insurance provided by this Coverage Form for loss or damage caused by or resulting from a"breakdown"to that"covered equipment."This can be done by delivering or mailing a notice of suspension to: a. Your last known address; or b. The address where the"covered equipment" is located. Once suspended in this way, such insurance can only be reinstated by a written endorsement issued by us. If we suspend your insurance, you will get a pro rata refund of premium for that "covered equipment." But the suspension will be effective even if we have not yet made or offered a refund. SB146828E (Ed.04/14) Page 2 of 3 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. SB146828E (Ed.04/14) 8. The following Loss Payment Condition is added under E.4.e. Loss Payment Building and Personal Property of the Businessowners Special Property Coverage Form: (19)"Covered Equipment"as follows: If Equipment Breakdown Property requires replacement due to an Equipment Breakdown, we will pay your additional cost to replace it with equipment that is better for the environment, safer or more efficient than the equipment being replaced. However, we will not pay more than 125% of what the cost would have been to repair or replace with property of comparable material and quality. This coverage does not increase any of the applicable limits. This coverage does not apply to any property indicated as being valued on an Actual Cash Value basis. If you wish to retrofit air conditioning or refrigeration equipment that utilizes a refrigerant containing CFC (chlorofluorocarbon) substances to accept a non-CFC refrigerant, we will consider this better for the environment. Any associated Business Income or Extra Expense will be included, in determining the additional cost, if Business Income and Extra Expense apply to this policy. All other terms and conditions of the Policy remain unchanged. SB146828E (Ed.04/14) Page 3 of 3 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. SB-146830-B CNA (Ed.01/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MONEY ORDERS AND COUNTERFEIT PAPER CURRENCY This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners 1. Any U.S. or Canadian post office or express Special Property Coverage Form under Paragraph A.6. money order, issued or claiming to have been Coverage Extensions: issued by any post office or express company, if the money order is not paid upon presentation; or Unless otherwise stated, payments made under this Coverage Extension are subject to and not in addition to 2. Counterfeit United States or Canadian paper the applicable Limits of Insurance. currency. When a Limit of Insurance is shown in the in exchange for merchandise, "money" or services or Declarations for Business Personal Property at the as part of a normal business transaction. described premises, you may extend that insurance to apply to loss due to the good faith acceptance of: }faO{ 8N SB-146830-B Page 1 of 1 (Ed.01/08) CNA SB-146831-B (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON-OWNED DETACHED TRAILERS This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners 2. We will not pay for any loss or damage that Special Property Coverage Form under Paragraph A.6. occurs: Coverage Extensions. a. While the trailer is attached to any motor Unless otherwise stated, payments made under the vehicle or motorized conveyance, whether or following Coverage Extension is subject to and not in not the motor vehicle or motorized addition to the applicable Limits of Insurance. conveyance is in motion; 1. When a Limit of Insurance is shown in the b. During hitching or unhitching operations, or Declarations for Building or Business Personal when a trailer becomes accidentally unhitched Property at the described premises you may from a motor vehicle or motorized extend the insurance that applies to your Business conveyance. Personal Property to apply to loss or damage to trailers or semi trailers that you do not own, 3. The most we will pay for loss or damage under provided that: this Coverage Extension in any one occurrence is $5,000 regardless of the number of described a. The trailer is used in your business; premises,trailers or semi-trailers involved. b. The trailer is in your care, custody or control 4. This insurance is excess over the amount due at the premises described in the Declarations; (whether you can collect on it or not) from any and other insurance covering such property. c. You have a contractual responsibility to pay for loss or damage to the trailer. SB-146831-B Page 1 of 1 (Ed.06/11) 832-B B-14 CNA S (Ed,01/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ORDINANCE OR LAW - INCREASED PERIOD OF RESTORATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM BUSINESS INCOME AND EXTRA EXPENSE COVERAGE FORM The following coverage is added to your Businessowners 2. This Coverage Extension applies only to the Special Property Coverage Form under Paragraph A.6. period that would be required, with reasonable Coverage Extensions. speed, to reconstruct, repair or replace the Unless otherwise stated, payments made under the property to comply with the minimum requirements of the ordinance or law. following Coverage Extension is subject to and not in addition to the applicable Limits of Insurance. 3. This Coverage Extension does not apply to: Ordinance or Law—Increased Period of Restoration a. Loss due to an ordinance or law that: 1. When: (1) You were required to comply with before a. A Covered Cause of Loss occurs to property the loss, even if the property was at the described premises; and undamaged;and b. The Declarations shown that you have (2) You failed to comply with;or coverage for Business Income and Extra b. Costs associated with the enforcement of any Expense; ordinance or law that requires any insured or youothers to test for, monitor, clean up, remove, may extend that insurance to apply to the contain, treat, detoxify or neutralize, or in any amount of actual loss of Business Income you way respond to or assess the effects of sustain and reasonable and necessary Extra Expense you incur during the increased period of "pollutants." "suspension" of "operations" caused by or 4. Paragraph B.1.a.,does not apply to this Coverage resulting from the enforcement of any ordinance or Extension. law that: 5. The most we will pay for loss under this Coverage (1) Regulates the construction, repair or Extension in any one occurrence is $25,000 at replacement of any property; each described premises. (2) Requires the tearing down or replacement 6. Payments made under this Coverage Extension of any parts of property not damaged by a are in addition to the applicable Limits of Covered Cause of Loss;and Insurance. (3) Is in force at the time of loss. a a SB-146832-B Page 1 of 1 (Ed. 01/08) CNA S(Ed 010) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OUTDOOR PROPERTY This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners loss of or damage to the following types of outdoor Special Property Coverage Form under Paragraph A.6. property at that described premises caused by or Coverage Extensions. resulting from a Covered Cause of Loss: Unless otherwise stated, payments made under the a. Radio or television antennas (including following Coverage Extension is subject to and not in microwave or satellite dishes) and their lead addition to the applicable Limits of Insurance. in wiring, masts or towers; or Outdoor Property b. Bridges, walks, roadways, patios and other paved surfaces. 1. When a Limit of Insurance is shown in the Declarations for Building or Business Personal 2. The most we will pay for loss or damage under Property at the described premises, you may this Coverage Extension in any one occurrence is extend that insurance to apply to direct physical $10,000 at each described premises. SB-146833-A Page 1 of 1 (Ed.01/06) S B-146834-A CNA (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PERSONAL EFFECTS This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. Your officers, partners, "members", Special Property Coverage Form under Paragraph A.6. "managers", "employees", directors or Coverage Extensions. trustees; Unless otherwise stated, payments made under the caused by or resulting from a Covered Cause of following Coverage Extension is subject to and not in Loss. addition to the applicable Limits of Insurance. 2. Such property must be located at a described Personal Effects premises. 1. When a Limit of Insurance is shown in the 3. The most we will pay for loss or damage under Declarations for Building or Business Personal this Coverage Extension in any one occurrence is Property at the described premises, you may $25,000 at each described premises. extend that insurance to apply to direct physical 4. Payments under this Coverage Extension are in loss of or damage to personal effects owned by: addition to the applicable Limits of Insurance. a. You; or }QaO} 8O SB-146834-A Page 1 of 1 (Ed.01/06) CNA SB-146835-A (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNS This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM Subject to the Exclusions, Conditions and Limitations of Your Building or Business Personal Property insurance is this policy, you may extend this insurance as indicated extended to cover outdoor signs attached to the building or below. on or within 1,000 feet of the described premises. Unless otherwise stated, payments made under the following coverage will not increase the applicable Limits of Insurance. SB-146835-A Page 1 of 1 (Ed.01/06) SB-146836-A CNA (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SPOILAGE - CONSEQUENTIAL LOSS This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners situated within the building at the described Special Property Coverage Form under Paragraph A.6. premises: Coverage Extensions. a. Refrigerating; Unless otherwise stated, payments made under the b. Cooling; following Coverage Extension is subject to and not in addition to the applicable Limits of Insurance. c. Humidifying; Spoilage—Consequential Loss d. Air conditioning; 1. When a Limit of Insurance is shown in the e. Heating; Declarations for Business Personal Property at the f. Generating or converting power;or described premises, you may extend that insurance to apply to consequential loss to your g. Connections, supply or transmission lines and Business Personal Property caused by a change pipes associated with the above equipment. in: 2. With respect to this Coverage Extension, a. Temperature;or "breakdown" to "covered equipment" will not be b. Humidity; considered a Covered Cause of Loss, even if otherwise covered elsewhere in this Policy. caused by or resulting from a Covered Cause of 3. Paragraphs B.2.d.(7)(a) and B.2.d.(7)(b) do not loss to any of the following types of equipment apply to this Coverage Extension. SB-146836-A Page 1 of 1 (Ed.01/06) CNA SB-146837-A (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THEFT DAMAGE TO RENTED PROPERTY This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. Property within such non-owned building used Special Property Coverage Form under Paragraph A.6. for maintenance or service of such non-owned Coverage Extensions. building. Unless otherwise stated, payments made under the 2. We will not pay under this Coverage Extension for following Coverage Extension is subject to and not in loss or damage: addition to the applicable Limits of Insurance. a. Caused by or resulting from fire or explosion; Theft Damage to Rented Property or 1. When a Limit of Insurance is shown in the b. To glass (other than glass building blocks) or Declarations for Business Personal Property at the to any lettering, ornamentation or burglar described premises, you may extend that alarm tape on glass. insurance to apply to direct physical loss of or damage to the following caused by or resulting by 3. This Coverage Extension applies only if you are a "theft"or attempted"theft": tenant and you are contractually obligated to insure this exposure. a. That part of a building you occupy, but do not own,which contains Covered Property;and SB-146837-A Page 1 of 1 (Ed. 01/06) CNA S (Ed. 06/111) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VALUABLE PAPERS AND RECORDS This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. Paragraph B.1.b. Earth Movement; Special Property Coverage Form under Paragraph A.6. Coverage Extensions. c. Paragraph B.1.c.Governmental Action; Unless otherwise stated, payments made under the d. Paragraph B.1.d.Nuclear Hazard; following Coverage Extension is subject to and not in e. Paragraph B.1.f.War and Military Action; addition to the applicable Limits of Insurance. f. Paragraph B.1.g.(1),(2)and(4)Water; Valuable Papers and Records g. Paragraph B.1.h. Neglect; 1. When a Limit of Insurance is shown in the Declarations for Building or Business Personal h. Paragraph B.2.g. Frozen plumbing. Property at the described premises, you may No other exclusions in Paragraph B. Exclusions extend that insurance to apply to loss, as apply to this Coverage Extension. However, if any described in Paragraph 2. below, due to direct exclusions are added by endorsement to this physical loss of or damage to "valuable papers Coverage Form, such exclusions will apply to this and records"that: Coverage Extension. a. You own;or 4. The most we will pay under this Coverage b. Are owned by others, but in your care, Extension for loss of or damage to "valuable custody or control; papers and records" in any one occurrence while in transit or at a premises other than the described caused by or resulting from a Covered Cause of premises is$25,000. loss. 5. The most we will pay under this Coverage 2. This Coverage Extension includes the cost to Extension for loss of or damage to "valuable research, replace or restore the lost information on papers and records" in any one occurrence at "valuable papers and records"for which duplicates each described premises is $25,000 or the do not exist. amount shown in the Declarations for Valuable 3. The following exclusions apply to this Coverage Papers and Records,whichever is greater. Extension: 6. Payments made under this Coverage Extension a. We will not pay for any loss or damage to are in addition to the applicable Limits of "valuable papers and records" caused by or Insurance. resulting from any errors or omissions in processing or copying. But if errors or omissions in processing or copying results in fire or explosion, we will pay for the resulting loss or damage caused by that fire or explosion. SB-146838-C Page 1 of 1 (Ed. 06/11) CNA S (Ed. 06/111) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SEWER OR DRAIN BACK UP This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM CONCURRENT CAUSATION, EARTH MOVEMENT&WATER EXCLUSION CHANGES The following coverage is added to your Businessowners (i) "Flood," surface water, waves, tides, tidal Special Property Coverage Form: waves, overflow of any body of water, or their Unless otherwise stated, payments made under the spray,all whether driven by wind or not; following coverage will not increase the applicable Limits of (ii) Mudslide or mudflow. Insurance. b. The most we will pay for direct physical damage is Subject to the Exclusions, Conditions and Limitations of the limit of insurance shown in the Declarations for this policy, you may extend this insurance as indicated Sewer or Drain Back Up. below. 2. With respect to otherwise covered Business Income 1. We will pay for loss or damage to covered property and Extra Expense, loss or damage to covered caused by water that backs up or overflows from a property caused by water that backs up or overflows sewer, drain, sump, or from water that overflows due from a sewer, drain, sump, or from water that to the failure of a sump pump, sump pump well, or any overflows due to the failure of a sump pump, sump other type of system designed to remove subsurface pump well, or any other type of system designed to water from the foundation area, subject to the following remove subsurface water from the foundation area, limitations: will be considered a Covered Cause of Loss. a. We will not pay for loss or damage under this 3. Exclusion B.1.g. (3) of the Businessowners Special Additional Coverage caused by the emanation of Property Coverage Form does not apply to this water from a sewer or drain, sump, sump pump, Additional Coverage. sump pump well, or any other type of system designed to remove subsurface water from the foundation area, that itself caused by, or is the result of: SB-146839-F Page 1 of 1 (Ed. 06/11) SB-146841-B CNA (Ed.06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROADENED WIND COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The Businessowners Special Property Coverage Special Form is changed as follows: When Broadened Wind coverage is indicated in the declarations at the described premises, the following is changed: 1. Paragraph A.4.a.(1)does not apply. "s SB-146841-B Page 1 of 1 (Ed. 06/11) CNA SB-146850-B (Ed. 03/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS INCOME AND EXTRA EXPENSE - 72 HOUR DEDUCTIBLE This endorsement modifies insurance provided under the following: BUSINESS INCOME AND EXTRA EXPENSE 1. With respect to Business Income and Extra Expense: We will pay the amount described in either paragraph 4.a. or 4.b. However, we shall not be liable for any payment for the Extra Expense you incur or loss of Business Income you sustain, during the first 72 hours following the start of a necessary "suspension" of your "operations" during the"period of restoration." SB-146850-B Page 1 of 1 (Ed.03/06) SB146901 B CNA (Ed.04/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY SERVICES EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM 1. It is agreed that Exclusion B.1.j. Professional Services is deleted and replaced by the following: j. Professional Services "Bodily injury," "property damage," "personal and advertising injury" caused by the rendering or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders,designs or specifications; (3) Supervisory, inspection or engineering services; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Body piercing services; (9) Services in the practice of pharmacy; (10)Veterinary medicine services;and (11)Mortician services (12)Technology Services This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the"occurrence"which caused the "bodily injury" or "property damage," or the offense which caused the "personal and advertising injury," involved the rendering or failure to render any professional service. 2. Additional Definitions As respects the coverage provided by this endorsement, "Technology Services" means the following services performed for others: a. Web-site design or consulting services; b. Electronic data processing services; c. Computer programming or consulting services; d. Creation, development, modification, repair, selling, distributing, licensing, franchising or furnishing any computer software, programs,designs, specifications, manuals or instructions; e. Any evaluation, consultation or advice given concerning telecommunications equipment or services; f. Any advice, consultation, evaluation, inspection, supervision, quality control or phone network setup, including central office cabling, done by you or for you on a project on which you serve as a telecommunications equipment or service provider; or g. The failure of any insured to adequately provide internet access or telecommunications services. All other terms and conditions of the Policy remain unchanged. SB146901 B(Ed.04/14) Page 1 of 2 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. SB146901B (Ed.04/14) SB146901B(Ed.04/14) Page 2 of 2 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. SB146916E CNA (Ed.07-20) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. The Businessowners Special Property Coverage Form is amended as follows: 1. With respect to an "open policy",the following is added to any provision which uses the term actual cash value: a. In the event of a partial loss to a building or structure, actual cash value is calculated as b.(1) or b.(2), whichever is less: (1) The amount it would cost to repair, rebuild or replace the property less a fair and reasonable deduction for physical depreciation of the components of the building or structure that are normally subject to repair or replacement during its useful life. Physical depreciation is based upon the condition of the property at the time of loss; (2) The Limit of Insurance applicable to the property. b. In the event of a partial or total loss to Covered Property other than a building or structure, actual cash value is calculated as c.(1)or c.(2),whichever is less: (1) The amount it would cost to repair or replace the property less a fair and reasonable deduction for physical depreciation based upon the condition of the property at the time of loss; (2) The Limit of Insurance applicable to the property. c. An "open policy" is a policy under which the value of Covered Property is not fixed at policy inception, but is determined at the time of loss in accordance with policy provisions on valuation. 2. Paragraph E.2.Appraisal Property Loss Conditions is replaced by the following: 2. Appraisal If we and you disagree on the value of the property or the actual cash value or the amount of loss, either may make written request for an appraisal of the loss. In this event, each party will select a competent and impartial appraiser. However, in the event of a government-declared disaster, as defined in the Government Code, appraisal may be requested by either you or us but shall not be compelled. Each party shall notify the rsi other of the appraiser selected within 20 days of the request. The two appraisers will select an umpire. If they cannot agree within 15 days, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the value of the property and actual cash value and amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will set the amount of actual cash value and loss and will be binding. Each party will: a. Pay its chosen appraiser;and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 3. Paragraph E.4.e.(1Xa) of the Loss Payment - Building and Personal Property Property Loss Conditions is deleted. 4. Paragraphs E.4.e.(1XbXi), E.4.e.(1XbXii)and E.4.e.(7)of the Loss Payment- Building and Personal Property Property Loss Conditions are deleted and replaced by the following: (b) We will not pay on a replacement cost basis for any loss or damage until the lost or damaged property is actually repaired or replaced. Prior to such repair or replacement, we will pay the actual cash value of the lost or damaged property as described in paragraph A.1. of this Endorsement. If the actual cash value does not SB146916E (07-20) Page 1 of 6 Copyright,CNA All Rights Reserved. SB146916E (Ed. 07-20) exhaust the applicable Limit of Insurance, we will then pay the difference between the actual cash value and the replacement cost, provided that the repair or replacement is completed: (i) Within 12 months after we pay the actual cash value; or (ii) Within 36 months after we pay the actual cash value if the loss or damage relates to a state of emergency under California law; The following provision applies to real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit: If you, acting in good faith and with reasonable diligence, encounter a delay or delays in approval for, or reconstruction of, the residence that are beyond your control, we shall provide one or more additional extensions of six months for good cause. Circumstances beyond your control include, but are not limited to: (i) Unavoidable construction permit delays; (ii) The lack of necessary construction materials; or (iii) The unavailability of contractors to do the necessary work. Nothing in this paragraph (b) constitutes a waiver of our right to deny the claim for any valid reason or to restrict payment in cases of suspected fraud. (7) Tenants Improvements and betterments at: (a) Replacement cost in accordance with the terms set form in paragraph(1Xb)above. (b) A proportion of your original cost if the property is not repaired or replaced. We will determine the proportionate value as follows: (i) Multiply the original cost by the number of days from the loss or damage to the expiration of the lease;and (ii) Divide the amount determined in (i) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option period will replace the expiration of the lease in this procedure. (c) Nothing if others pay for repairs or replacement. B. The Businessowners Common Policy Conditions are amended as follows: 1. Paragraphs A.2.and A.3.Cancellation are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less,and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured at the mailing address shown in the policy and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium;or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. SB146916E (07-20) Page 2 of 6 Copyright,CNA All Rights Reserved. SB146916E (Ed. 07-20) 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance;or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud;or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. 2. The following provision is added to Paragraph A.Cancellation: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we MENEM previously issued, we may cancel this coverage for any reason, except we may not cancel this policy solely because: a. Corrosive soil conditions exist on the premises; or b. The first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. SB146916E (07-20) Page 3 of 6 Copyright,CNA All Rights Reserved. SB146916E (Ed.07-20) However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter as determined by California Law, we will not cancel this Policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However,we may cancel: a. When you have not paid the premium, at any time letting you know at least 10 days before the cancellation takes effect; b. If willful or grossly negligent acts or omissions by the named insured, or his or her representatives, are discovered that materially increase any of the risks insured against; or c. If there are physical changes in the property insured against, beyond the catastrophe damaged condition of the structures and surface landscape,which result in the property becoming uninsurable. 3. Paragraph C. Concealment, Misrepresentation Or Fraud is replaced by the following with respect to loss or damage caused by fire: We do not provide coverage to the insured who, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a. This policy; b. The Covered Property; c. That insured's interest in the Covered Property;or d. A claim under this policy. 4. Paragraph C. Concealment, Misrepresentation Or Fraud is replaced by the following with respect to loss or damage caused by a Covered Cause of Loss other than fire: This policy is void if any insured, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a. This policy; b. The Covered Property; c. An insured's interest in the Covered Property;or d. A claim under this policy. 5. The following paragraph is added and supersedes any provisions to the contrary: M. Nonrenewal 1. Subject to the provisions of Paragraphs 2.and 3. below, if we elect not to renew this policy, we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants'household property contained in a residential unit. If this Policy provides coverage as described in the preceding paragraph, and we elect not to renew this Policy, we will mail and deliver written notice, stating the reason for nonrenewal, to the first Named Insured shown in the Declarations, and to the producer of record, at the mailing address shown in the Policy,at least 75 days, but not more than 120 days, before the expiration or anniversary date. SB146916E(07-20) Page 4 of 6 Copyright,CNA All Rights Reserved. SB146916E (Ed.07-20) If we fail to give the first Named Insured shown in the Declarations notice of nonrenewal at least 75 days prior to policy expiration, as required in the paragraph above,this Policy, with no change in its terms and conditions, shall remain in effect for 75 days from the date that the notice of nonrenewal is delivered or mailed to the named insured. A notice to this effect shall be provided by us to the first Named Insured with the notice of nonrenewal. We may elect not to renew such coverage for any reason, except that we will not refuse to renew such coverage solely because: a. The first Named Insured has accepted an offer of earthquake coverage. However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25%for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage;or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in our reinsurance position. b. The first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority that included an earthquake policy premium surcharge. c. Corrosive soil conditions exist on the premises. 6.0 If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter as determined by California Law, we will not nonrenew this r, Policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However,we may nonrenew: a. If willful or grossly negligent acts or omissions by the named insured, or his or her representatives, are discovered that materially increase any of the risks insured against;or b. If losses unrelated to the post-disaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or c. If there are physical changes in the property insured against, beyond the catastrophe damaged condition of the structures and surface landscape,which result in the property becoming uninsurable. 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions, or rates, is between us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph 1. SB146916E (07-20) Page 5 of 6 Copyright,CNA All Rights Reserved. SB146916E (Ed.07-20) c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy,to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph 1., to renew the policy under changed terms or conditions or at an increased premium rate,when the increase exceeds 25%. All other terms and conditions of the Policy remain unchanged. SB146916E (07-20) Page 6 of 6 Copyright,CNA All Rights Reserved. CNA ( d. 10-19 BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary—Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured—Extended Coverage II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" 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: 1. The insurance afforded the vendor does not apply to: $ a. "Bodilyinjury"or"property damage"for which the vendor is obligated to paydamages byreason of the P Perty 9 9 9 assumption 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; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or SB146932G (10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products,or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G(10-19) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury," "property damage"or"personal and advertising injury"arising out of: $ (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, $ awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners,or decorations and similar exposures; or (b) The construction, erection, or removal of elevators;or (c) The ownership, maintenance or use of any elevators covered by this insurance;or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a "written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury"caused by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision(2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract";and (b) The"written contract" requires you to make the person or organization an additional insured for such "bodily injury"or"property damage";or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B.above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily injury"or"property damage;"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual,then his or her spouse is an insured; SB146932G(10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture,then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership,joint venture or limited liability company, then its executive officers,directors and shareholders are insureds;or e. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2) "Property damage"to property owned, occupied or used by their employer or by any fellow employee;or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit" is known to: $ (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; $ (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates,Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property,jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured,paragraph 2.a.1.is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability-Damage To Premises 1. Under B.Exclusions,1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care,custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations;or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D- Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g,h, i, k, I,m,n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G(10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000;or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured;or (b) Any"executive officer," director, stockholder, partner, member or manager (if you are a limited liability company)of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale,rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties $ Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by 8$ endorsement. G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c.and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright,CNA All Rights Reserved. CNA SB-146936-A (Ed.01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INFLATION GUARD This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners b. The percentage of annual increase shown in Special Property Coverage Form: the Declarations, expressed as a decimal Inflation Guard (example: 5%is .05);times 1. The limit of Insurance for Building will be c. The number of days since the beginning of increased by the annual percentage shown in the the current policy year or the effective date of Declarations, if you choose this optional coverage. the most recent policy change amending the limit,divided by 365. The limit of Insurance for Business Personal Example: Property will be increased by the annual percentage shown in the Declarations, if you If: the applicable limit is$100,000. choose this optional coverage. The annual increase is 5%. 2. The amount of increase will be: The number of days since the beginning of a. The limit that applied on the most recent of the policy year(or last policy change) is 146. the policy inception date, the policy anniversary date, or any other policy change The amount of increase is: amending the limit;times $100,000 x .05 x 146/365 = $2,000. SB-146936-A Page 1 of 1 (Ed.01/06) CNA S(Ed o/0s THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ECONOMIC AND TRADE SANCTIONS CONDITION The following condition is added to the COMMON POLICY 4. Property that is located in a Sanctioned Country or that CONDITIONS: is owned by, rented to or in the care, custody or ECONOMIC AND TRADE SANCTIONS CONDITION control of a Sanctioned Country Government, where any activities related to such property are prohibited by In accordance with laws and regulations of the United U.S. economic or trade sanctions; or States concerning economic and trade embargoes, this 5. Property that is owned by, rented to or in the care, policy is void ab initio (void from its inception) with respect custody or control of a Specially Designated National to any term or condition of this policy that violates any laws or Blocked Person, or any person or entity who is or regulations of the United States concerning economic otherwise subject to U.S. economic or trade sanctions. and trade embargoes including, but not limited to the following: As used in this endorsement a Specially Designated 1. Any insured, or any person or entity claiming the National or Blocked Person is any person or entity that is benefits of an insured, who is or becomes a Specially on the list of Specially Designated Nationals and Blocked Designated National or Blocked Person or who is Persons issued by the U.S. Treasury Department's Office otherwise subject to U.S. economic or trade sanctions; toof Foreign Asset Control (O.F.A.C.) as it may be from time to time amended. 2. Any claim or "suit" that is brought in a Sanctioned As used in this endorsement a Sanctioned Country is any Country or by a Sanctioned Country Government, country that is the subject of trade or economic embargoes where any action in connection with such claim or suit imposed by the laws or regulations of the United States of is prohibited by U.S. economic or trade sanctions; America. 3. Any claim or "suit" that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to U.S. economic or trade sanctions; SB-147075-A Page 1 of 1 (Ed.01/06) CNA SB-147079-A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAR LIABILITY EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM I. The following provisions are added to the Business sovereign or other authority using military Liability Coverage Forms: personnel or other agents;or A. War Exclusion i. under Paragraph B.1., (3) Insurrection, rebellion, revolution, usurped Exclusions — Applicable to Business Liability power, or action taken by governmental Coverage is replaced by the following: authority in hindering or defending against any of these. This insurance does not apply to War. II. The following provision is added to the Business "Bodily injury," "property damage," "personal and Liability Coverage Form: advertising injury," however caused, arising, directly or indirectly,out of: A. Exclusion h. under Paragraph B.2., Exclusions— Applicable To Medical Expenses Coverage (1) War, including undeclared or civil war;or does not apply. Medical Expenses due to war are (2) Warlike action by a military force, including now subject to Exclusion g. of Paragraph B.2., action in hindering or defending against an since "bodily injury" arising out of war is now actual or expected attack, by any government, excluded under Paragraph B.1., Exclusions — Applicable To Business Liability Coverage. SB-147079-A Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 1 (Ed.01/06) Copyright,Insurance Services Office,Inc.,2003 SB147080B CNA (Ed. 10-19) EXCLUSION - SILICA This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM A. The following exclusion is added to Section B.1. EXCLUSIONS—Applicable to Business Liability Coverage: This insurance does not apply to: Silica (1) "Bodily injury" arising in whole or in part out of the actual, alleged or threatened respiration or ingestion at any time of"silica"; (2) "Property damage"arising in whole or in part out of the actual,alleged or threatened presence of"silica;"or (3) "Personal and advertising injury" arising in whole or in part out of the actual, alleged or threatened exposure at any time to or the presence of"silica." B. The following definition is added: "Silica"means the chemical compound silicon dioxide(SiO2) in any form, including dust which contains"silica." SB147080B(Ed. 10-19) Page 1 of 1 Copyright,CNA All Rights Reserved. CNA SB-147082-E (Ed. 04/14) BUSINESSOWNERS COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions: A. Cancellation (b) Pay property taxes that are owing 1. The first Named Insured shown in the and have been outstanding for more Declarations may cancel this policy by mailing or than one year following the date due, delivering to us advance written notice of except that this provision will not cancellation. apply where you are in a bona fide dispute with the taxing authority 2. We may cancel this policy by mailing or delivering regarding payment of such taxes. to the first Named Insured written notice of b. 10 days before the effective date of cancellation at least: cancellation if we cancel for nonpayment of a. 5 days before the effective date of premium. cancellation if any one of the following c. 30 days before the effective date of conditions exists at any building that is cancellation if we cancel for any other reason. Covered Property in this policy. (1) The building has been vacant or 3. We will mail or deliver our notice to the first unoccupied 60 or more consecutive days. Named Insured's last mailing address known to This does not apply to: us. (a) Seasonal unoccupancy;or 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that (b) Buildings in the course of date. construction, renovation or addition. 5. If this policy is cancelled, we will send the first Buildings with 65% or more of the rental Named Insured any premium refund due. If we units or floor area vacant or unoccupied cancel, the refund will be pro rata. If the first are considered unoccupied under this Named Insured cancels, the refund may be less provision. than pro rata. The cancellation will be effective even if we have not made or offered a refund. (2) After damage by a covered cause of loss, permanent repairs to the building: 6. If notice is mailed, proof of mailing will be (a) Have not started,and sufficient proof of notice. B. Changes (b) Have not been contracted for, This policy contains all the agreements between you within 30 days of initial payment of loss. and us concerning the insurance afforded. The first (3) The building has: Named Insured shown in the Declarations is authorized to make changes in the terms of this policy (a) An outstanding order to vacate; with our consent. This policy's terms can be amended (b) An outstanding demolition order; or or waived only by endorsement issued by us and made a part of this policy. (c) Been declared unsafe by governmental authority. C. Concealment,Misrepresentation Or Fraud (4) Fixed and salvageable items have been This policy is void in any case of fraud by you as it or are being removed from the building relates to this policy at any time. It is also void if you or and are not being replaced. This does not any other insured, at any time, intentionally conceal or apply to such removal that is necessary misrepresent a material fact concerning: or incidental to any renovation or 1. This policy; remodeling. 2. The Covered Property; (5) Failure to: 3. Your interest in the Covered Property;or (a) Furnish necessary heat, water, sewer service or electricity for 30 4. A claim under this policy. consecutive days or more, except D. Examination Of Your Books And Records during a period of seasonal unoccupancy; or We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. SB-147082-E Page 1 of 3 (Ed.04/14) Includes copyrighted material of Insurance Services Office,Inc.,with its permission SB-147082-E (Ed.04/14) E. Inspections And Surveys undertake to do so; but we will be entitled to the We have the right but are not obligated to: insured's rights against all those other insurers. 1. Make inspections and surveys at any time; I. Premiums The 2. Give you reports on the conditions we find; and 1• Declar atst Named Insured shown in the Deations: 3. Recommend changes. a. Is responsible for the payment of all Any inspections, surveys, reports or recommendations premiums;and relate only to insurability and the premiums to be b. Will be the payee for any return premiums we charged. We do not make safety inspections. We do not undertake to perform the duty of any person or pay' organization to provide for the health or safety of 2. The premium shown in the Declarations was workers or the public. And we do not warrant that computed based on rates in effect at the time the conditions: policy was issued. On each renewal, continuation 1. Are safe or healthful;or or anniversary of the effective date of this policy, we will compute the premium in accordance with 2. Comply with laws, regulations, codes or our rates and rules then in effect. standards. 3. With our consent, you may continue this policy in This condition applies not only to us, but also to any force by paying a continuation premium for each rating, advisory, rate service or similar organization successive one-year period. The premium must which makes insurance inspections, surveys, reports be: or recommendations. a. Paid to us prior to the anniversary date;and F. Insurance Under Two Or More Coverages b. Determined in accordance with Paragraph 2. If two or more of this policy's coverages apply to the above. same loss or damage, we will not pay more than the Our forms then in effect will apply. If you do not actual amount of the loss or damage. pp y pay the continuation premium, this policy will G. Liberalization expire on the first anniversary date that we have not received the premium. If, during your policy period,we adopt any revision that would broaden the coverage under this policy without 4. Undeclared exposures or change in your business additional premium the broadened coverage will operation, acquisition or use of locations may immediately apply to this policy. The broadened occur during the policy period that are not shown coverage will also apply to the renewal of this policy if in the Declarations. If so, we may require an such renewal was in process or was mailed prior to additional premium. That premium will be the date we adopted such revision. determined in accordance with our rates and rules then in effect. : H. Other Insurance s J. Premium Audit g 1. If you have other insurance covering the same $ loss or damage,we will pay only for the amount of 1. This policy is subject to audit if the Declarations $ covered loss or damage in excess of the amount show an Audit Period other than 'Not Auditable.' due from that other insurance, whether you can We will compute the final premium due when we collect on it or not. But we will not pay more than determine your actual exposures. the applicable Limit of Insurance. 2. Premium shown in this policy as advance 2. Business Liability Coverage is excess over: premium is a deposit premium only.At the close of each audit period we will compute the earned a. Any other insurance that insures for direct premium for that period. Audit premiums are due physical loss or damage;or and payable on notice to the first Named Insured. b. Any other primary insurance available to you If the sum of the advance and audit premiums covering liability for damages arising out of paid for the policy period is greater than the the premises or operations for which you have earned premium, we will return the excess to the been added as an additional insured. first Named Insured. 3. When this insurance is excess, we will have no 3. The first Named Insured must keep records of the duty under Business Liability Coverage to defend information we need for premium computation, any claim or "suit" that any other insurer has a and send us copies at such times as we may duty to defend. If no other insurer defends, we will request. SB-147082-E Page 2 of 3 (Ed.04/14) Includes copyrighted material of Insurance Services Office,Inc.,with its permission SB-147082-E (Ed.04/14) K. Transfer Of Rights Of Recovery Against Others To This will not restrict your insurance. Us 2. Applicable to Businessowners Liability Coverage: 1. Applicable to Businessowners Property Coverage: If the insured has rights to recover all or part of If any person or organization to or for whom we any payment we have made under this policy, make payment under this policy has rights to those rights are transferred to us. The insured recover damages from another, those rights are must do nothing after loss to impair them. At our transferred to us to the extent of our payment. request, the insured will bring "suit" or transfer That person or organization must do everything those rights to us and help us enforce them. This necessary to secure our rights and must do condition does not apply to Medical Expenses nothing after loss to impair them. But you may Coverage. waive your rights against another party in writing: L. Transfer Of Your Rights And Duties Under This a. Prior to a loss to your Covered Property. Policy b. After a loss to your Covered Property only if, Your rights and duties under this policy may not be at time of loss, that party is one of the transferred without our written consent except in the following: case of death of an individual Named Insured. (1) Someone insured by this insurance; If you die, your rights and duties will be transferred to (2) A business firm: your legal representative but only while acting within the scope of duties as your legal representative. Until (a) Owned or controlled by you;or your legal representative is appointed, anyone having proper temporary custody of your property will have (b) That owns or controls you; or your rights and duties but only with respect to that (3) Your tenant. property. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. SB-147082-E Page 3 of 3 (Ed.04/14) Includes copyrighted material of Insurance Services Office,Inc.,with its permission SB147083C CNA (Ed. 10-19) FUNGI / MOLD / MILDEW / YEAST / MICROBE EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM A. The following exclusion is added to SECTION B.1.,EXCLUSIONS—Applicable to Business Liability Coverage: This insurance does not apply to: Fungi and Microbes (1) "Bodily injury" or "personal and advertising injury" arising out of or relating to, in whole or in part, the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or growth or presence of any "fungi" or "microbes" on or within a building or structure, or on or within any contents of a building or structure. This exclusion applies regardless of any other cause or event that contributes concurrently or in any sequence to such injury. This exclusion does not apply to: (a) any "fungi" or "microbes" that are, are on, or are contained in, a good or product intended for bodily consumption;or (b) "microbes"that were transmitted directly from person to person. (2) Any loss, cost or expense arising out of or relating to the testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating, or disposing of, or in any way responding to or assessing the effects of"fungi"or"microbes"by any insured or by anyone else. (3) "Property damage" arising out of or relating to the actual, alleged or threatened contact with, exposure to, existence of, or growth or presence of any "fungi" or "microbes" on or within a building or structure, or on or within any contents of a building or structure. B. The following definitions are added to SECTION F.,Liability and Medical Expenses Definitions: "Fungi" means any form of fungus, including but not limited to, yeast, mold, mildew, rust, smut or mushroom, and including any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of fungi. "Microbe(s)" means any non-fungal microorganism or non-fungal, colony-form organism that causes infection or disease. "Microbe" includes any spores, mycotoxins, odors, or any other substances, products, or byproducts produced by, released by, or arising out of the current or past presence of microbes. SB147083C(Ed. 10-19) Page 1 of 1 Incorporates materials copyrighted by Insurance Services Office,reprinted with their permission. CNA SB-147084-004 (Ed. 04-12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA FUNGI, WET ROT, DRY ROT AND MICROBE EXCLUSION/LIMITED COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM A. Section B.1., EXCLUSIONS, is amended to add the c. The cost of testing performed after removal, following provision: repair, replacement or restoration of the m. Fungi,Wet Rot,Dry Rot and Microbes damaged property is completed, provided there is a reason to believe that "fungus,"wet Presence, growth, proliferation, spread or any activity or dry rot or microbes are present. of"fungi,"wet or dry rot, or"microbes." 3. The coverage described under paragraph C.2. of This exclusion does not apply when "fungi," wet or dry this Limited Coverage endorsement is limited to rot or"microbes"result from fire or lightning. $25,000, unless a different limit is shown in the Declarations. Regardless of the number of claims, B. Section B.2.d., Subsections (2) and (7), this limit is the most we will pay for the total of all EXCLUSIONS/Other Types of Loss, are deleted in its loss or damage arising out of all occurrences of entirety and replaced as follows: Covered Causes of Loss (other than fire or (2) Rust, or other corrosion, decay, deterioration, lightning) which take place in a 12 month period hidden or latent defect or any quality in property (starting with the beginning of the present annual that causes it to damage or destroy itself; policy period). With respect to a particular occurrence of loss which results in "fungus," wet (7) The following causes of loss: or dry rot or microbes,we will not pay more than a (a) Dampness or dryness of atmosphere; total of $25,000 (unless a different limit is shown in the Declarations), even if the "fungus," wet or (b) Changes in or extremes of temperature; or dry rot or microbes continues to be present or (c) Marring or scratching. active,or recurs, in a later policy period. C. The following is added to Section A. Coverage, 4. The coverage provided under this Limited Paragraph 5.of the Additional Coverages section: Coverage does not increase the applicable Limit of Insurance on any Covered Property. If a Additional Coverage — Limited Coverage for particular occurrence results in loss or damage by "Fungus,"Wet Rot,Dry Rot and Microbes "fungus," wet or dry rot or microbes, and other loss or damage,we will not pay more, for the total 1. The coverage described below in paragraphs C.2. of all loss or damage, than the applicable Limit of and C.6. of this Limited Coverage endorsement Insurance on the affected Covered Property. only applies when the "fungus," wet or dry rot or microbes is the result of Covered Causes of Loss If there is covered loss or damage to Covered other than fire or lightning that occur during the Property, not caused by"fungus,"wet or dry rot or policy period and only if all reasonable means microbes, loss payment will not be limited by the were used to save and preserve the property from terms of this Limited Coverage, except to the further damage at the time of and after that extent that "fungus," wet or dry rot or microbes occurrence. causes an increase in the loss. Any such increase in the loss will be subject to the terms of this 2. We will pay for loss or damage by"fungus,"wet or Limited Coverage. dry rot or microbes. As used in this Limited Coverage,the term loss or damage means: 5. The terms of this Limited Coverage do not increase or reduce the coverage provided under a. Direct physical loss or damage to Covered the Additional Coverages Section of the Special Property caused by "fungus," wet or dry rot or Property Coverage Forms. microbes, including the cost of removal of the "fungus,"wet or dry rot or microbes. 6. The following paragraphs, 6.a. or 6.b. applies to b. The cost to tear out and replace anypart of the Business Income and Extra Expense coverage p and only if the suspension (slowdown or the building or other property as needed to cessation) of "operations" satisfies all terms and gain access to the "fungus," wet or dry rot or conditions of the applicable Business Income and microbes; and SB-147084-004 (Ed.04-12) Page 1 of 2 Copyright,CNA All Rights Reserved. SB-147084-004 (Ed.04-12) Extra Expense coverage. The coverage provided requires the demolition, repair, replacement, under this Limited Coverage is part of and does reconstruction, remodeling or remediation of not increase the applicable Limit of Insurance on property due to the presence,growth, proliferation, the Business Income and Extra Expense spread or any activity of"fungus,"wet or dry rot or coverage. microbes;or a. If the loss which resulted in "fungus," wet or 2. The costs associated with the enforcement of any dry rot or microbes does not in itself ordinance or law which requires any insured or necessitate a suspension of "operations," but others to test for, monitor, clean up, remove, such suspension is necessary due to loss or contain,treat, detoxify or neutralize, or in any way damage to property caused by "fungus," wet respond to, or assess the effects of "fungus," wet or dry rot or microbes, then our payment or dry rot or microbes. under Business Income and/or Extra Expense E. Section G., DEFINITIONS, is amended to add the is limited to the amount of loss and/or expense sustained in a period of not more following two(2) definitions: than 30 days. The days need not be "Fungi" means any form of fungus, including but not consecutive. limited to, yeast, mold, mildew, rust, smut or b. If a covered suspension of "operations" was mushroom, and including any spores, mycotoxins, caused by loss or damage other than odors, or any other substances, products, or "fungus," wet or dry rot or microbes but byproducts produced by, released by, or arising out of remediation of "fungus," wet or dry rot or the current or past presence of "fungi." But "fungi" microbes prolongs the "period of restoration," does not include any "fungi" intended by the insured we will pay for loss and/or expense sustained for consumption. during the delay (regardless of when such a "Microbe(s)" means any non-fungal micro-organism delay occurs during the "period of or non-fungal, colony-form organism that causes restoration"), but such coverage is limited to infection or disease. "Microbe" includes any spores, 30 days.The days need not be consecutive. mycotoxins, odors, or any other substances, products, D. Under this policy, we will not pay under the Ordinance or byproducts produced by, released by, or arising out or Law Coverage for: of the current or past presence of"microbes." 1. Loss or expense sustained due to the enforcement of any ordinance or law which All other terms and conditions of the Policy remain unchanged. 8N SB-147084-004 (Ed.04-12) Page 2 of 2 Copyright,CNA All Rights Reserved. CNA S (Ed 04/10) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOSS PAYABLE CLAUSES This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY SCHEDULE* Provision Applicable Prem. Description Loss Payee (Indicate Paragraph No. of Property (Name&Address) A,B,C or D) REFER TO LOSS PAYEE SCHEDULE * Information required to complete this Schedule, if not shown on this endorsement,will be shown in the Declarations. The following is added to the Businessowners Special have the right to receive loss payment if the Property Coverage Form LOSS PAYMENT Loss Condition, Loss Payee: as shown in the Declarations or by an "A," "B" "C," or "D" (1) Pays any premium due under this policy in the Schedule: at our request if you have failed to do so; A. LOSS PAYABLE CLAUSE (2) Submits a signed, sworn proof of loss For Covered Property in which both you and a Loss within 60 days after receiving notice from Payee shown in the Schedule or in the Declarations us of your failure to do so; and have an insurable interest,we will: (3) Has notified us of any change in 1. Adjust losses with you;and ownership, occupancy or substantial change in risk known to the Loss Payee. 2. Pay any claim for loss or damage jointly to you and the Loss Payee, as interests may appear. All of the terms of the Businessowners Special Property Coverage Form will then B. LENDERS LOSS PAYABLE CLAUSE apply directly to the Loss Payee. 1. The Loss Payee shown in the Schedule or in the d. If we pay the Loss Payee for any loss or Declarations is a creditor (including a damage and deny payment to you because of mortgageholder or trustee) with whom you have your acts or because you have failed to entered a contract for the sale of Covered comply with the terms of this policy: Property, whose interest in that Covered Property is established by such written contracts as: (1) The Loss Payee's rights will be transferred to us to the extent of the a. Warehouse receipts; amount we pay; and b. A contract for deed; (2) The Loss Payee's right to recover the full c. Bills of lading;or amount of the Loss Payee's claim will not be impaired. d. Financing statements. At our option, we may pay to the Loss 2. For Covered Property in which both you and a Payee the whole principal on the debt Loss Payee have an insurable interest: plus any accrued interest. In this event, a. We will pay for covered loss or damage to you will pay your remaining debt to us. each Loss Payee in their order of precedence, 3. If we cancel this policy, we will give written notice as interests may appear. to the Loss Payee at least: b. The Loss Payee has the right to receive loss a. 10 days before the effective date of payment even if the Loss Payee has started cancellation if we cancel for your nonpayment foreclosure for similar action on the Covered of premium;or Property. b. 30 days before the effective date of c. If we deny your claim because of your acts or cancellation if we cancel for any other reason. because you have failed to comply with the terms of this policy, the Loss Payee will still SB-147086-B Page 1 of 2 (Ed. 04/10) SB-147086-B (Ed.04/10) 4. If we do not renew this policy, we will give written 3. The following is added to the OTHER notice to the Loss Payee at least 10 days before INSURANCE Businessowners Common Policy the expiration date of this policy. Condition: C. CONTRACT OF SALE CLAUSE For Covered Property that is the subject of a shown in the Schedule or in the contract of sale, the word "you" includes the 1. The Loss Payee Loss Payee. Declarations is a person or organization you have entered a contract with for the sale of Covered D. BUILDING OWNER LOSS PAYABLE CLAUSE Property. 1. The Loss Payee shown in the Schedule or in the 2. For Covered Property in which both you and the Declarations is the owner of the described Loss Payee have an insurable interest,we will: building, in which you are a tenant. a. Adjust losses with you;and 2. We will adjust losses to the described building with the Loss Payee. Any loss payment made to b. Pay any claim for loss or damage jointly to you and the Loss Payee, as interests to the Loss Payee will satisfy your claims against us for the owner's property. appear. 3. We will adjust losses to tenant's improvements and betterments with you, unless the lease provides otherwise. 11 N8 SB-147086-B Page 2 of 2 (Ed.04/10) CNA SB-147088-A (Ed. 01/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ASBESTOS This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY This insurance does not apply to: Asbestos means the mineral in any form whether or not the (1) "Bodily injury", "property damage" or "personal and asbestos was at any time: advertising injury" arising out of the actual, alleged or (1) airborne as a fiber, particle or dust; threatened exposure at any time to asbestos; or (2) contained in,or formed a part of a product, structure or (2) Any loss, cost or expense that may be awarded or other real or personal property; incurred: (3) carried on clothing; (a) by reason of a claim or"suit"for any such injury or damage;or (4) inhaled or ingested; or (b) in complying with a governmental direction or (5) transmitted by any other means. request to test for, monitor, clean up, remove, contain or dispose of asbestos. SB-147088-A Page 1 of 1 (Ed. 01/06) CNA S(Ed 0 806 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYMENT - RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM The following exclusion is added to Section B. humiliation or discrimination directed at EXCLUSIONS of the Businessowners Liability Coverage that person; or Form: (2) The spouse, child, parent, brother or sister of This insurance does not apply to: that person as a consequence of "bodily injury"or "personal and advertising injury"to r. "Bodilyinjury"or "personal and advertising injury" that person at whom any of the employment- to: related practices described in paragraphs (1), (1) A person arising out of any; (2)or(3)above is directed. (a) Refusal to employ that person; This exclusion applies: (b) Termination of that person's employment; a. Whether the insured may be liable as an or employer or in any other capacity;and (c) Employment related practices, policies, b. To any obligation to share damages with or acts or omissions, such as coercion, repay someone else who must pay damages demotion, evaluation, reassignment, because of the injury. discipline, defamation, harassment, 8N SB-147089-A Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. Page 1 of 1 (Ed. 01/06) Copyright,Insurance Services Office,Inc.,1996 B-300000 CNA S (Ed. 04/14) ) BUSINESSOWNERS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words"you"and "your"refer to the Named Insured shown in the Declarations. The words "we," "us"and"our"refer to the company providing the insurance. The word"insured"means any person or organization qualifying as such under Section C.-Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION F - LIABILITY DEFINITIONS. A. Coverages (c) Prior to the policy period, no insured 1. Business Liability (Bodily Injury, Property Anlisted under Paragraph C.1."e Who Is Damage,Personal and Advertising Injury) authorized Insuredby and no "employee" by you to give or receive a. We will pay those sums that the insured notice of an "occurrence" or claim, becomes legally obligated to pay as damages knew that the "bodily injury" or because of "bodily injury," "property damage" "property damage" had occurred, in or "personal and advertising injury" to which whole or in part. If such a listed this insurance applies. We will have the right insured or authorized "employee" and duty to defend the insured against any knew, prior to the policy period, that "suit" seeking those damages. However, we the "bodily injury" or "property will have no duty to defend the insured damage" occurred, then any against any"suit"seeking damages for"bodily continuation,change or resumption of injury," "property damage" or "personal and such "bodily injury" or "property advertising injury," to which this insurance damage" during or after the policy does not apply. We may at our discretion, period will be deemed to have been investigate any "occurrence" or any offense known before the policy period. and settle any claim or "suit" that may result. (2) To "personal and advertising injury" But: caused by an offense arising out of your (1) The amount we will pay for damages is business, but only if the offense was limited as described in Section D - committed in the "coverage territory" Liability And Medical Expenses Limits Of during the policy period. Insurance;and c. "Bodily injury" or "property damage" which (2) Our right and duty to defend ends when occurs during the policy period and was not, we have used up the applicable limit of prior to the policy period, known to have insurance in the payment of judgments or occurred by any insured listed under Section settlements or medical expenses to which C.1. Who Is An Insured or any "employee" this insurance applies. authorized by you to give or receive notice of an "occurrence" or claim, includes any No other obligation or liability to pay sums or continuation, change or resumption of "bodily perform acts or services is covered unless injury" or "property damage" after the end of explicitly provided for under Coverage the policy period. Extension-Supplementary Payments. d. "Bodily injury" or "property damage" will be b. This insurance applies: deemed to have been known to have (1) To "bodily injury" and "property damage" occurred at the earliest time when any insured only if: listed under Section C.1. Who Is An Insured or any "employee" authorized by you to give (a) The "bodily injury" or "property or receive notice of an"occurrence"or claim: damage" is caused by an "occurrence" that takes place in the (1) Reports all, or any part, of the "bodily "coverage territory"; injury" or "property damage" to us or any other insurer; (b) The "bodily injury" or "property damage" occurs during the policy (2) Receives a written or verbal demand or period; and claim for damages because of the "bodily injury"or"property damage"; or SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 1 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) (3) Becomes aware by any other means that (2) If we defend an insured against a "suit" "bodily injury" or "property damage" has and an indemnitee of the insured is also occurred or has begun to occur. named as a party to the "suit," we will defend that indemnitee if all of the e. Damages because of "bodily injury' include following conditions are met: damages claimed by any person or organization for care, loss of services or death (a) The "suit" against the indemnitee resulting at any time from the"bodily injury." seeks damages for which the insured has assumed the liability f. Coverage Extension — Supplementary ofthe indemnitee in a contract or Payments agreement that is an "insured (1) In addition to the Limit of Insurance of contract"; Liability we will pay, with respect to any (b) This insurance applies to such claim we investigate or settle, or any liability assumed by the insured; "suit"against an insured we defend: (a) All expenses we incur. (c) The obligation to defend, or the cost of the defense of, that indemnitee, (b) Up to $1,000 for cost of bail bonds has also been assumed by the required because of accidents or insured in the same "insured traffic law violations arising out of the contract"; use of any vehicle to which Business (d) The allegations in the "suit" and the Liability Coverage for "bodily injury" information we know about the applies. We do not have to furnish "occurrence"are such that no conflict these bonds. appears to exist between the (c) The cost of bonds to release interests of the insured and the attachments, but only for bond interests of the indemnitee: amounts within our Limit of (e) The indemnitee and the insured ask Insurance. We do not have to furnish us to conduct and control the defense these bonds. of that indemnitee against such "suit" (d) All reasonable expenses incurred by and agree that we can assign the the insured at our request to assist us same counsel to defend the insured in the investigation or defense of the and the indemnitee;and claim or"suit," including actual loss of (f) The indemnitee: earnings up to$250 a day because of time off from work. (i) Agrees in writing to: g (e) All court costs taxed against the i. Cooperate with us in the i insured in the "suit." However, these investigation, settlement or payments do not include attorneys' defense of the"suit"; s fees or attorney expenses taxed i against the insured. ii. Immediately send us copies of any demands, notices, N (f) Prejudgment interest awarded summonses or legal papers against the insured on that part of the received in connection with judgment we pay. If we make an offer the"suit"; to pay the Limit of Insurance, we will not pay any prejudgment interest iii. Notify any other insurer based on that period of time after the whose coverage is available offer. to the indemnitee;and (g) All interest on the full amount of any iv. Cooperate with us with judgment that accrues after entry of respect to coordinating other the judgment and before we have applicable insurance paid, offered to pay, or deposited in available to the indemnitee; court the part of the judgment that is and within our Limit of Insurance. (ii) Provides us with written These payments will not reduce the authorization to: Limits of Insurance. SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 2 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) i. Obtain records and other applicable Limit of Insurance. We will pay information related to the reasonable expenses for: "suit";and (1) First aid administered at the time of an H. Conduct and control the accident; defense of the indemnitee in such "suit." (2) Necessary medical, surgical, x-ray and dental services, including prosthetic (3) So long as the above conditions are met, devices;and attorneys' fees incurred by us in the defense of that indemnitee, necessary (3) Necessary ambulance, hospital, litigation expenses incurred by us and professional nursing and funeral services. necessary litigation expenses incurred by B. Exclusions the indemnitee at our request will be paid as Supplementary Payments. 1. Applicable To Business Liability Coverage Notwithstanding the provisions of This insurance does not apply to: Paragraph B.1.b.(2)Exclusions in Section B - EXCLUSIONS, such payments will a. Expected Or Intended Injury not be deemed to be damages for "bodily "Bodily injury" or "property damage" expected injury"and"property damage"and will not or intended from the standpoint of the insured. reduce the limits of insurance. This exclusion does not apply to "bodily Our obligation to defend an insured's injury" resulting from the use of reasonable indemnitee and to pay for attorneys' fees force to protect persons or property. and necessary litigation expenses as b. Contractual Liability Supplementary Payments ends when: (a) We have used up applicable limit "Bodily injury" or "property damage" for which of in theth paymentableof the insured is obligated to pay damages by judgments insuranceo settlements;in or reason of the assumption of liability in a contract or agreement. This exclusion does (b) The conditions set forth above, or the not apply to liability for damages: terms of the agreement described in (1) That the insured would have in the f.above are no longer met. absence of the contract or agreement; or 2. Medical Expenses (2) Assumed in a contract or agreement that a. We will pay medical expenses as described is an "insured contract," provided the below for "bodily injury" caused by an "bodily injury" or "property damage" accident: occurs subsequent to the execution of the contract or agreement. Solely for the (1) On premises you own or rent; purposes of liability assumed in an (2) On ways next to premises you own or "insured contract," reasonable attorney rent; or fees and necessary litigation expenses incurred by or for a party other than an (3) Because of your operations; insured are deemed to be damages provided that: because of "bodily injury" or "property damage,"provided: (a) The accident takes place in the "coverage territory" and during the (a) Liability to such party for, or for the policy period; cost of, that party's defense has also been assumed in the same "insured (b) The expenses are incurred and contract"; and reported to us within one year of the date of the accident; and (b) Such attorney fees and litigation expenses are for defense of that (c) The injured person submits to party against a civil or alternative examination, at our expense, by dispute resolution proceeding in physicians of our choice as often as which damages to which this we reasonably require. insurance applies are alleged. b. We will make these payments regardless of c. Liquor Liability fault. These payments will not exceed the "Bodily injury" or "property damage" for which any insured may be held liable by reason of: SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 3 of 16 (Ed.04/14) SB-300000-D (Ed. 04/14) (1) Causing or contributing to the intoxication migration, release or escape of of any person; "pollutants": (2) The furnishing of alcoholic beverages to a (a) At or from any premises, site or person under the legal drinking age or location which is or was at any time under the influence of alcohol; or owned or occupied by, or rented or loaned to, any insured. However, this (3) Any statute, ordinance or regulation subparagraph does not apply to: relating to the sale, gift, distribution or use of alcoholic beverages. (i) "Bodily injury" if sustained within This exclusion applies even if the claims a building and caused by smoke, allege negligence or other wrongdoing in: fumes, vapor or soot from equipment used to heat, cool or (a) The supervision, hiring, employment, dehumidify the building or training or monitoring of others by an equipment that is used to heat insured; or water for personal use by the buildings occupants or their (b) Providing or failing to provide guests; transportation with respect to any person that may be under the influence of alcohol (ii) "Bodily injury" or "property damage" for which you may be This exclusion applies only if you are in the held liable, if you are a contractor business of manufacturing, distributing, and the owner or lessee of such selling, serving or furnishing alcoholic premises, site or location has beverages. been added to your policy as an d. Workers'Compensation And Similar Laws additional insured with respect to your ongoing operations Any obligation of the insured under a workers' performed for that additional compensation, disability benefits or insured at that premises, site or unemployment compensation law or any location and such premises, site similar law. or location is not and never was e. Employer's Liability owned or occupied by, or rented or loaned to, any insured, other "Bodily Injury"to: than that additional insured;or (1) An "employee" of the insured arising out (iii) "Bodily injury" or "property of and in the course of: damage" arising out of heat, smoke or fumes from a "hostile (a) Employment by the insured; or fire"; (b) Performingduties related to the (b) At or from any premises, site or conduct of the insured's business; or location which is or was at any time (2) The spouse, child, parent, brother or used by or for any insured or others sister of that "employee" as a for the handling, storage, disposal, consequence of(1)above. processing or treatment of waste; This exclusion applies: (c) Which are or were at any time transported, handled, stored, treated, (1) Whether the insured may be liable as an disposed of, or processed as waste employer or in any other capacity; and by or for: (2) To any obligation to share damages with (i) Any insured; or or repay someone else who must pay (ii) organization for damages because of the injury. Any person or whom you may be legally This exclusion does not apply to liability responsible;or assumed by the insured under an "insured contract." (d) At or from any premises, site or location on which any insured or any f. Pollution contractors or subcontractors working "Bodilyinjury" or "property damage" directly or indirectly on any insured's (1) J ry p p y g behalf are performing operations if arising out of the actual, alleged or threatened discharge,dispersal, seepage, the "pollutants" are brought on or to the premises, site or location in SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 4 of 16 (Ed. 04/14) SB-300000-D (Ed.04/14) connection with such operations by a. Request, demand, order or statutory such insured, contractor or or regulatory requirement that any subcontractor. However, this insured or others test for, monitor, subparagraph does not apply to: clean up, remove, contain, treat, (i) "Bodily injury" or "property detoxify or neutralize, or in any way respond to, or assess the effects of, damage" arising out of the "pollutants"; or escape of fuels, lubricants or other operating fluids which are b. Claim or "suit" by or on behalf of a needed to perform the normal governmental authority for damages electrical, hydraulic or because of testing for, monitoring, mechanical functions necessary cleaning up, removing, containing, for the operation of "mobile treating,detoxifying or neutralizing, or equipment" or its parts, if such in any way responding to, or fuels, lubricants or other assessing the effects of, "pollutants." operating fluids escape from a However, this paragraph does not apply vehicle part designed to hold, store or receive them. This to liability for damages because of exception does not apply if the "property damage" that the insured would "bodily injury" or "property have in the absence of such request, damage" arises out of the demand, order or statutory or regulatory intentional discharge, dispersal requirement or such claim or "suit" by or or release of the fuels, lubricants on behalf of a governmental authority. or other operating fluids, or if g. Aircraft,Auto Or Watercraft such fuels, lubricants or other operating fluids are brought on or "Bodily injury" or "property damage" arising to the premises, site or location out of the ownership, maintenance, use or with the intent that they be entrustment to others of any aircraft, "auto" or discharged, dispersed or watercraft owned or operated by or rented or released as part of the loaned to any insured. Use includes operation operations being performed by and"loading or unloading." such insured, contractor or This exclusion applies even if the claims subcontractor; allege negligence or other wrongdoing in the (ii) "Bodily injury" or "property supervision, hiring, employment, training or damage" sustained within a monitoring of others by an insured, if the building and caused by the "occurrence" which caused the "bodily injury" release of gases, fumes or or "property damage" involved the ownership, vapors from materials brought maintenance, use or entrustment to others of into that building in connection any aircraft, "auto" or watercraft that is owned with operations being performed or operated by or rented or loaned to any by you or on your behalf by a insured. contractor or subcontractor; or This exclusion does not apply to: (iii) "Bodily injury" or "property (1) An aircraft that is: damage" arising out of heat, smoke or fumes from a "hostile (a) Hired, chartered, or loaned with a fire." paid crew; but (a) At or from any premises, site or (b) Not owned by any insured; location on which any insured or any (2) A watercraft while ashore on premises contractors or subcontractors working you own or rent; directly or indirectly on any insured's behalf are performing operations if (3) A watercraft you do not own that is: the operations are to test for, monitor, (a) Less than 51 feet long;and clean up, remove, contain, treat, detoxify or neutralize, or in any way (b) Not being used to carry persons or respond to, or assess the effects of, property for a charge; "pollutants." (4) Parking an "auto"on, or on the ways next (2) Any loss, cost or expense arising out of to, premises you own or rent, provided any: SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 5 of 16 (Ed. 04/14) SB-300000-D (Ed.04/14) the "auto" is not owned by or rented or (6) Any service, treatment, advice or loaned to you or the insured; instruction for the purpose of appearance or skin enhancement, hair removal or (5) Liability assumed under any "insured contract" for the ownership, maintenance replacement or personal grooming; or use of aircraft or watercraft; or (7) Optometry or optical or hearing aid services including the prescribing, (6) "Bodily injury" or "property damage" arising out of the operation of any of the preparation, fitting, demonstration or following equipment: distribution of ophthalmic lenses and similar products or hearing aid devices; (a) Cherry pickers and similar devices (8) Body piercing services; mounted on automobile or truck chassis and used to raise or lower (9) Services in the practice of pharmacy; workers;and (10)Veterinary medicine services; (b) Air compressors, pumps and generators, including spraying, (11)Mortician services; and welding, building cleaning, (12)Services rendered in connection with the geophysical exploration, lighting and creation and/or development, well servicing equipment. modification, or repair of "software," h. Mobile Equipment including, but not limited to design, specifications, system or "software" "Bodily injury" or "property damage" arising configuration and consultation. out of: This exclusion applies even if the claims (1) The transportation of "mobile equipment" allege negligence or other wrongdoing in the by an "auto" owned or operated by or supervision, hiring, employment, training or rented or loaned to any insured; or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" (2) The use of "mobile equipment" in, or or "property damage," or the offense which while in practice for, or while being caused the "personal and advertising injury," prepared for, any prearranged racing, involved the rendering or failure to render any speed,demolition or stunting activity. professional service. i. War k. Damage To Property "Bodily injury" or "property damage" due to "Property damage"to: war, whether or not declared, or any act or condition incident to war. War includes civil (1) Property you own, rent or occupy, war, insurrection, rebellion or revolution. This including any costs or expenses incurred exclusion applies only to liability assumed by you, or any other person, organization under a contract or agreement. or entity, for repair, replacement, j. Professional Services enhancement, restoration or maintenance of such property for any reason, including N "Bodily injury," "property damage," "personal prevention of injury to a person or and advertising injury" caused by the damage to another's property; rendering or failure to render any professional (2) Premises you sell, give away or abandon, service. This includes but is not limited to: if the "property damage" arises out of any (1) Legal, accounting or advertising services; part of those premises; (2) Preparing, approving, or failing to prepare (3) Property loaned to you; C or approve maps, drawings, opinions, (4) Personal property in the care, custody or reports, surveys, change orders, designs control of the insured; or specifications; (3) Supervisory, inspection or engineering (5) That particular part of real property on which you or any contractor or services; subcontractor working directly or (4) Medical, surgical, dental, x-ray or nursing indirectly on your behalf is performing services treatment, advice or instruction; operations, if the "property damage" arises out of those operations; or (5) Any health or therapeutic service treatment,advice or instruction; SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 6 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) (6) That particular part of any property that o. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly Damages claimed for anyloss, cost or performed on it. expense incurred by you or others for the loss Paragraphs (1), (3) and (4) of this exclusion of use, withdrawal, recall, inspection, repair, do not apply to "property damage" (other than replacement, adjustment, removal or disposal damage by fire or explosion) to premises, of: including the contents of such premises, rented to you for a period of 7 or fewer (1) "Your product"; consecutive days. A separate limit of (2) "Your work";or insurance applies to Damage To Premises Rented To You as described in Paragraph D. (3) "Impaired property"; Liability And Medical Expenses Limit Of if such product, work or property is withdrawn Insurance, or recalled from the market or from use by any Paragraph(2)of this exclusion does not apply person or organization because of a known or if the premises are "your work" and were suspected defect, deficiency, inadequacy or never occupied, rented or held for rental by dangerous condition in it. you. p. Personal And Advertising Injury Paragraphs (3), (4), (5) and (6) of this "Personal and advertising injury": exclusion do not apply to liability assumed under a sidetrack agreement. (1) Caused by or at the direction of the insured with the knowledge that the act Paragraph(6)of this exclusion does not apply would violate the rights of another and to "property damage" included in the would inflict "personal and advertising "products-completed operations hazard." injury"; I. Damage To Your Product (2) Arising out of oral or written publication of "Property damage" to "your product" arising material, if done by or at the direction of out of it or any part of it. the insured with knowledge of its falsity; m. Damage To Your Work (3) Arising out of oral or written publication of material whose first publication took place "Property damage" to "your work" arising out before the beginning of the policy period; of it or any part of it and included in the "products-completed operations hazard." (4) Arising out of a criminal act committed by or at the direction of any insured; This exclusion does not apply if the damaged work or the work out of which the damage (5) For which the insured has assumed arises was performed on your behalf by a liability in a contract or agreement. This subcontractor. exclusion does not apply to liability for damages that the insured would have in n. Damage To Impaired Property Or Property the absence of the contract or agreement; Not Physically Injured (6) Arising out of a breach of contract, except "Property damage" to "impaired property" or an implied contract to use another's property that has not been physically injured, advertising idea in your"advertisement"; arising out of: (7) Arising out of the failure of goods, (1) A defect, deficiency, inadequacy or products or services to conform with any dangerous condition in "your product" or statement of quality or performance made "your work"; or in your"advertisement"; (2) A delay or failure by you or anyone acting (8) Arising out of the wrong description of the on your behalf to perform a contract or price of goods, products or services agreement in accordance with its terms. stated in your"advertisement"; This exclusion does not apply to the loss of (9) Committed by an insured whose business use of other property arising out of sudden is: and accidental physical injury to "your product"or"your work"after it has been put to (a) Advertising, broadcasting, publishing its intended use. or telecasting; SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 7 of 16 (Ed.04/14) SB-300000-D (Ed. 04/14) (b) Designing or determining content of Damage To Premises Rented To You Limit of web-sites for others; or Insurance applies to this coverage as (c) An Internet search, access, content described in Paragraph D. Liability And Medical Expenses Limits of Insurance. or service provider. However, this exclusion does not apply to q. Electronic Data Paragraphs 14.a., b. and c. of "personal Damages arising out of the loss of, loss of use and advertising injury" under Paragraph of, damage to, corruption of, inability to F. Liability And Medical Expenses access, or inability to manipulate electronic Definitions. data. For the purposes of this exclusion, the As used in this exclusion, electronic data placing of frames, borders or links, or means information, facts or programs stored advertising, for you or others anywhere as or on, created or used on, or transmitted to on the Internet, by itself, is not considered or from computer software, including systems the business of advertising, broadcasting, and applications software, hard or floppy publishing or telecasting. disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which (10)Arising out of the actual, alleged or are used with electronically controlled threatened discharge,dispersal, seepage, equipment. migration, release or escape of "pollutants"at any time. 2. Applicable To Medical Expenses Coverage (11)With respect to any loss, cost or expense We will not pay expenses for"bodily injury": arising out of any: a. To any insured,except"volunteer workers." (a) Request, demand or order that any b. To a person hired to do work for or on behalf insured or others test for, monitor, clean-up, remove, contain, treat, of any insured or a tenant of any insured. detoxify or neutralize or in any way c. To a person injured on that part of premises respond to, or assess the effects of, you own or rent that the person normally "pollutants"; or occupies. (b) Claim or "suit" by or on behalf of a d. To a person, whether or not an "employee" of governmental authority for damages any insured, if benefits for the "bodily injury" because of testing for, monitoring, are payable or must be provided under a cleaning up, removing, containing, workers' compensation or disability benefits treating, detoxifying or neutralizing or law or a similar law. in any way responding to, or e. To aperson inured while takin art in i assessing the effects of, "pollutants." 1 g p athletics. (12)Arising out of an electronic chatroom or s bulletin board the insured hosts, owns or f. Included within the "products - completed iover which the insured exercises control. operations hazard." i (13)Arising out of the infringement of g. Excluded under Business Liability Coverage. copyright, patent, trademark, trade secret h. Due to war, whether or not declared, or any or other intellectual property rights. act or condition incident to war. War includes However, this exclusion does not apply to civil war, insurrection, rebellion or revolution. infringement, in your "advertisement," of 3. Applicable To Both Business Liability Coverage copyright,trade dress or slogan. And Medical Expenses Coverage - Nuclear (14)Arising out of the unauthorized use of Energy Liability Exclusion another's name or product in your e-mail This insurance does not apply: address, domain name or metatags, or any other similar tactics to mislead a. Under Business Liability Coverage, to "bodily another's potential customers. injury"or"property damage": Exclusions c., d., e., f., g., h., i., k., I., m., n. (1) With respect to which an insured under and o. in Section II-Liability do not apply to the policy is also an insured under a damage by fire or explosion to premises while nuclear energy liability policy issued by rented to you, or temporarily occupied by you the Nuclear Energy Liability Insurance with permission of the owner. A separate Association, Mutual Atomic Energy SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 8 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) Liability Underwriters or Nuclear (1) "By-product material" has the meaning Insurance Association of Canada, or given it in the Atomic Energy Act of 1954 would be an insured under any such or in any law amendatory thereof; policy but for its termination upon (2) "Hazardous properties" include exhaustion of its limit of liability; or radioactive,toxic or explosive properties; (2) Resulting from the"hazardous properties" of "nuclear material" and with respect to (3) "Nuclear facility"means: which: (a) Any"nuclear reactor"; (a) Any person or organization is (b) Any equipment or device designed or required to maintain financial used for: protection pursuant to the Atomic Energy Act of 1954, or any law (i) Separating the isotopes of amendatory thereof;or uranium or plutonium; (b) The insured is, or had this policy not (ii) Processing or utilizing "spent been issued would be, entitled to fuel";or indemnity from the United States of (iii) Handling, processing or America, or any agency thereof, packaging"waste"; under any agreement entered into by the United States of America, or any (c) Any equipment or device used for the agency thereof, with any person or processing, fabricating or alloying of organization. "special nuclear material" if at any time the total amount of such material b. Under Medical Expenses Coverage, to in the custody of the insured at the expenses incurred with respect to "bodily premises where such equipment or injury" resulting from the "hazardous device is located consists of or properties" of "nuclear material" and arising contains more than 25 grams of out of the operation of a "nuclear facility" by plutonium or uranium 233 or any any person or organization. combination thereof, or more than c. Under Business Liability Coverage, to "bodily 250 grams of uranium 235; injury"or"property damage"resulting from the (d) Any structure, basin, excavation, "hazardous properties" of the nuclear premises or place prepared or used material"; if: for the storage or disposal of"waste"; (1) The"nuclear material": and includes the site on which any of the (a) Is at any "nuclear facility" owned by, foregoing is located, all operations or operated by or on behalf of, an conducted on such site and all premises insured;or used for such operations; (b) Has been discharged or dispersed (4) "Nuclear material" means "source therefrom; material," "special nuclear material" or "byproduct material"; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time (5) "Nuclear reactor" means an apparatus possessed, handled, used, processed, designed or used to sustain nuclear stored, transported or disposed of by or fission in a self-supporting chain reaction on behalf of an insured; or or to contain a critical mass of fissionable material; (3) The "bodily injury" or "property damage" arises out of the furnishing by an insured (6) "Property damage" includes all forms of of services, materials, parts or equipment radioactive contamination of property. in connection with the planning, (7) "Source material" has the meaning given construction, maintenance, operation or it in the Atomic Energy Act of 1954 or in use of any "nuclear facility"; but if such any law amendatory thereof; facility is located within the United States of America, its territories or possessions (8) "Special nuclear material" has the or Canada, this Exclusion(3)applies only meaning given it in the Atomic Energy Act to "property damage" to such "nuclear of 1954 or in any law amendatory thereof; facility"and any property thereat. (9) "Spent fuel" means any fuel element or d. As used in this exclusion: fuel component, solid or liquid, which has SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 9 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) been used or exposed to radiation in a "employees" or "volunteer workers" are "nuclear reactor"; insureds for: (10)"Waste"means any waste material: (1) "Bodily injury" or "personal and (a) Containing "by-product material" advertising injury": other than the tailings or wastes (a) To you, to your partners or members produced by the extraction or (if you are a partnership or joint concentration of uranium or thorium venture), to your members (if you are from any one processed primarily for a limited liability company), or to a its"source material"content; and co-"employee" while in the course of his or her employment or performing (b) Resulting from the operation by any person or organization of any duties related to the conduct of your "nuclear facility" included under business, or to your other "volunteer yworkers" while performing duties Paragraph(a)and(b)of the definition related to the conduct of your of"nuclear facility," business; C. Who Is An Insured (b) To the spouse, child, parent, brother 1. If you are designated in the Declarations as: or sister of that co-"employee" as a conse a. An individual, you and your spouse are abovequence of Paragraph (a) insureds, but only with respect to the conduct of a business of which you are the sole (c) For which there is any obligation to owner. share damages with or repay someone else who must pay b. A partnership or joint venture, you are an damages because of the injury insured. Your members, your partners and described in Paragraphs(a)or(b);or their spouses are also insureds, but only with respect to the conduct of your business. (d) Arising out of his or her providing or company, are an failing to provide professional health c. A limited liabilityyoucare services. insured. Your members are also insureds, but only with respect to the conduct of your (2) "Property damage"to property: business. Your managers are insureds, but (a) Owned,occupied or used by, only with respect to their duties as your managers. (b) Rented to, in the care, custody or d. An organization other than a partnership,joint control of, or over which physical venture or limited liability company, you are control is being exercised for any 0 an insured. Your "executive officers" and purpose by directors are insureds, but only with respect to you, any of your "employees," "volunteer s their duties as your officers or directors. Your workers," any partner or member (if you 1 stockholders are also insureds, but only with are a partnership or joint venture), or any respect to their liability as stockholders. member (if you are a limited liability e. A trust, you are an Insured. Your trustees are company). also insureds, but only with respect to their b. Any person (other than your "employee" or duties as trustees. "volunteer worker"), or any organization while 2. Each of the following is also an insured: acting as your real estate manager. a. Your "volunteer workers" only while c. Any person or organization having proper performing duties related to the conduct of temporary custody of your property if you die, your business, or your "employees," other but only: than either your"executive officers" (if you are (1) With respect to liability arising out of the an organization other than a partnership,joint maintenance or use of that property; and venture or limited liability company) or your managers (if you are a limited liability (2) Until your legal representative has been company), but only for acts within the scope appointed. of their employment by you or while d. Your legal representative if you die, but only performing duties related to the conduct of with respect to duties as such. That your business. However, none of these representative will have all your rights and duties under this policy. SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 10 of 16 (Ed.04/14) SB-300000-D (Ed. 04/14) 3. With respect to "mobile equipment" registered in a. Injury or damages under the "products your name under any motor vehicle registration completed operations hazard" arising from all law, any person is an insured while driving such "occurrences" during the policy period is the equipment along a public highway with your Products-Completed Operations Aggregate permission. Any other person or organization Limit shown in the Declarations. responsible for the conduct of such person is also an insured, but only with respect to liability arising b. All other injury or damages, including medical out of the operation of the equipment, and only if expenses, arising from all "occurrences" no other insurance of any kind is available to that during the policy period is the General person or organization for this liability. However, Aggregate Limit shown in the Declarations. no person or organization is an insured with This General Aggregate Limit applies respect to: separately to each of your "locations" owned a. "Bodily injury" to a co-"employee" of the by or rented to you. person driving the equipment;or "Location" means premises involving the b. "Property damage" to property owned by, same or connecting lots, or premises whose rented to, in the charge of or occupied by you connection is interrupted only by a street, or the employer of any person who is an roadway or right-of-way of a railroad. insured under this provision. This aggregate Limit does not apply to 4. Any organization you newly acquire or form, other "property damage" to premises rented to you than a partnership or joint venture, and over which arising out of fire, lightning or explosion. you maintain ownership of majority interest, will 3. Subject to item 2. above, the most we will pay for qualify as a Named Insured if there is no other the sum of all damages because of all "bodily similar insurance available to that organization. injury," "property damage" and medical expenses However: arising out of any one "occurrence" is the Liability a. Coverage under this provision is afforded only and Medical Expense Limit shown in the until the 90th day after you acquire or form the Declarations. organization or the end of the policy period, The most we will pay for all medical expenses whichever is earlier; because of "bodily injury" sustained by any one b. Bodily Injury and Property Damage coverage person is the Medical Expenses Limit shown in does not apply to "bodily injury" or "property the Declarations. damage"that occurred before you acquired or 4. Subject to item 2. above, the most we will pay for formed the organization;and the sum of all damages because of all "personal c. Personal and Advertising Injury coverage and advertising injury" sustained by any one does not apply to "personal injury" or person or organization is the Personal and "advertising injury" arising out of an offense Advertising Injury Limit shown in the Declarations. committed before you acquired or formed the 5. The most we will pay under Business Liability organization. Coverage for damages because of "property No person or organization is an insured with damage"to premises rented to you, or in the case respect to the conduct of any current or past of fire, while rented to you or temporarily occupied partnership, joint venture or limited liability by you with permission of the owner, is the company that is not shown as a Named Insured in Damage To Premises Rented To You Limit shown the Declarations. in the Declarations. D. Liability And Medical Expenses Limits Of The Damage to Premises Rented To You Limit Insurance applies to all damage proximately caused by the same event, whether such damage results from 1. The Limits of Insurance shown in the Declarations fire, lightning, or explosion or any combination of and the rules below fix the most we will pay the three. regardless of the number of: If more than one limit of insurance under this a. Insureds; policy and any endorsements attached thereto b. Claims made or"suits"brought;or applies to any claim or"suit,"the most we will pay under this policy and the endorsements is the c. Persons or organizations making claims or single highest limit of liability of all coverages bringing"suits." applicable to such claim or "suit." However, this paragraph does not apply to the Medical 2. The most we will pay for: Expenses limit set forth in paragraph 3.above. SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 11 of 16 (Ed. 04/14) SB-300000-D (Ed.04/14) The Limits of this policy apply separately to each damage to which this insurance may also consecutive annual period and to any remaining apply. period of less than 12 months, starting with the beginning of the policy period shown in the d. No insured will, except at that insured's own Declarations, unless the policy period is extended cost, voluntarily make a payment, assume after issuance for an additional period of less than any obligation, or incur any expense, other 12 months. In that case, the additional period will than for first aid,without our consent. be deemed part of the last preceding period for 3. Financial Responsibility Laws purposes of determining the Limits of Insurance. a. When this policy is certified as proof of E. Businessowners Liability Conditions financial responsibility for the future under the 1. Bankruptcy provisions of any motor vehicle financial responsibility law, the insurance provided by Bankruptcy or insolvency of the insured or of the the policy for "bodily injury" liability and insured's estate will not relieve us of our "property damage"liability will comply with the obligations under this policy. provisions of the law to the extent of the 2. Duties In The Event Of Occurrence, Offense, coverage and limits of insurance required by that law. Claim Or Suit a. You must see to it that we are notified as soon b. With respect to "mobile equipment" to which as practicable of an "occurrence" or an this insurance applies, we will provide any offense which may result in a claim. To the liability, uninsured motorists, underinsured extent possible, notice should include: motorists, no-fault or other coverage required by any motor vehicle law. We will provide the (1) How, when and where the "occurrence" required limits for those coverages. or offense took place; 4. Legal Action Against Us (2) The names and addresses of any injured No person or organization has a right under this persons and witnesses;and policy: (3) The nature and location of any injury or a. To join us as a party or otherwise bring us into damage arising out of the "occurrence" or a "suit" asking for damages from an insured; offense. or b. If a claim is made or "suit" is brought against b. To sue us on this policy unless all of its terms any insured,you must: have been fully complied with. (1) Immediately record the specifics of the A person or organization may sue us to claim or"suit"and the date received;and recover on an agreed settlement or on a final (2) Notify us as soon as practicable. judgment against an insured; but we will not be liable for damages that are not payable You must see to it that we receive written s under the terms of this policy or that are in notice of the claim or "suit" as soon as excess of the applicable limit of insurance. An practicable. agreed settlement means a settlement and c. You and any other involved insured must: release of liability signed by us, the insured and the claimant or the claimant's legal (1) Immediately send us copies of any representative. demands, notices, summonses or legal papers received in connection with the 5. Separation Of Insureds claim or"suit"; Except with respect to the Limits of Insurance in (2) Authorize us to obtain records and other this policy, and any rights or duties specifically information; assigned in this policy to the first Named Insured, this insurance applies: (3) Cooperate with us in the investigation, or settlement of the claim or defense against a. As if each Named Insured were the only = the"suit"; and Named Insured; and (4) Assist us, upon our request, in the b. Separately to each insured against whom enforcement of any right against any claim is made or"suit" is brought. person or organization that may be liable to the insured because of injury or SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 12 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) 6. Unintentional Failure to Disclose Hazards merits in the territory described in Paragraph It is agreed that based on our reliance on your a.above or in a settlement we agree to. representations as to existing hazards, if 5. "Employee" includes a "leased worker." unintentionally you should fail to disclose all such "Employee" does not include a "temporary hazards at the inception date of your policy, we worker." shall not deny any coverage under this Coverage 6. "Executive officer" means a person holding any of Form because of such failure. the officer positions created by your charter, F. Liability And Medical Expenses Definitions constitution, by-laws or any other similar 1. "Advertisement" means a notice that is broadcast governing document. or published to the general public or specific 7. "Hostile fire" means one which becomes market segments about your goods, products or uncontrollable or breaks out from where it was services for the purpose of attracting customers or intended to be. supporters. For the purposes of this definition: 8. "Impaired property"means tangible property, other a. Notices that are published include material than "your product" or "your work," that cannot be placed on the Internet or on similar electronic used or is less useful because: means of communication; and a. It incorporates "your product" or "your work" b. Regarding web-sites, only that part of a web- that is known or thought to be defective, site that is about your goods, products or deficient, inadequate or dangerous; or services for the purposes of attracting b. You have failed to fulfill the terms of a contract customers or supporters is considered an advertisement. or agreement; 2. "Auto" means a land motor vehicle, trailer or if such property can be restored to use by: semitrailer designed for travel on public roads, (1) The repair, replacement, adjustment or including any attached machinery or equipment. removal of "your product" or "your work"; But"auto"does not include"mobile equipment." or 3. "Bodily injury" means bodily injury, sickness or (2) Your fulfilling the terms of the contract or disease sustained by a person, including death agreement. resulting from any of these at any time. 9. "Insured contract"means: 4. "Coverage territory"means: a. A contract for a lease of premises. However, a. The United States of America (including its that portion of the contract for a lease of territories and possessions), Puerto Rico and premises that indemnifies any person or Canada; organization for damage by fire to premises b. International waters or airspace, but only if the while rented to you or temporarily occupied by injury or damage occurs in the course of travel you with permission of the owner is not an or transportation between any places included insured contract"; in Paragraph a.above;or b. A sidetrack agreement; c. All other parts of the world if the injury or c. Any easement or license agreement, except damage arises out of: in connection with construction or demolition (1) Goods or products made or sold by you in operations on or within 50 feet of a railroad; the territory described in Paragraph a. d. An obligation, as required by ordinance, to above; indemnify a municipality, except in connection (2) The activities of a person whose home is with work for a municipality; in the territory described in Paragraph a. e. An elevator maintenance agreement; above, but is away for a short time on your business;or f. That part of any other contract or agreement pertaining to your business (including an (3) "Personal and advertising injury" offenses indemnification of a municipality in connection that take place through the Internet or with work performed for a municipality) under similar electronic means of which you assume the tort liability of another communication; party to pay for "bodily injury" or "property provided the insured's responsibility to pay damage" to a third person or organization. damages is determined in a "suit" on the Tort liability means a liability that would be SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 13 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) imposed by law in the absence of any 12. "Mobile equipment" means any of the following contract or agreement. types of land vehicles, including any attached Paragraph f. does not include that part of any machinery or equipment: contract or agreement: a. Bulldozers, farm machinery,forklifts and other (1) That indemnifies a railroad for "bodily vehicles designed for use principally off public roads; injury"or"property damage"arising out of construction or demolition operations, b. Vehicles maintained for use solely on or next within 50 feet of any railroad property and to premises you own or rent; affecting any railroad bridge or trestle, tracks, road beds, tunnel, underpass or c. Vehicles that travel on crawler treads; crossing; d. Vehicles, whether self-propelled or not, on (2) That indemnifies an architect, engineer or which are permanently mounted: surveyor for injury or damage arising out (1) Power cranes, shovels, loaders, diggers of: or drills; or (a) Preparing, approving or failing to (2) Road construction or resurfacing prepare or approve maps, drawings, equipment such as graders, scrapers or opinions, reports, surveys, change rollers; orders,designs or specifications; or e. Vehicles not described in Paragraphs a.,b.,c. (b) Giving directions or instructions, or or d.above that are not self-propelled and are failing to give them, if that is the maintained primarily to provide mobility to primary cause of the injury or permanently attached equipment of the damage;or following types: (c) Under which the insured, if an (1) Air compressors, pumps and generators, architect, engineer or surveyor, including spraying, welding, building assumes liability for an injury or cleaning, geophysical exploration, lighting damage arising out of the insured's and well servicing equipment; or rendering or failure to render professional services, including those (2) Cherry pickers and similar devices used listed in Paragraph (2) above and to raise or lower workers; supervisory, inspection or f. Vehicles not described in Paragraphs a.,b.,c. engineering services. or d.above maintained primarily for purposes 10. "Leased worker"means a person leased to you by other than the transportation of persons or x a labor leasing firm under an agreement between cargo. you and the labor leasing firm, to perform duties However, self-propelled vehicles with the .73 related to the conduct of your business. "Leased following types of permanently attached FS worker"does not include a"temporary worker." equipment are not"mobile equipment" but will 1 11. "Loading or unloading" means the handling of be considered"autos": $ property: (1) Equipment designed primarily for: a. After it is moved from the place where it is (a) Snow removal; accepted for movement into or onto an aircraft,watercraft or"auto"; (b) Road maintenance, but not construction or resurfacing;or b. While it is in or on an aircraft, watercraft or "auto"; or (c) Street cleaning; — c. While it is being moved from an aircraft, (2) Cherry pickers and similar devices watercraft or "auto" to the place where it is mounted on automobile or truck chassis finally delivered; and used to raise or lower workers;and but "loading or unloading" does not include the (3) Air compressors, pumps and generators, movement of property by means of a mechanical including spraying, welding, building device, other than a hand truck, that is not cleaning, geophysical exploration, lighting attached to the aircraft, watercraft or"auto." and well servicing equipment. 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 14 of 16 (Ed. 04/14) SB-300000-D (Ed.04/14) 14. "Personal and advertising injury" means injury, replacement, but which is otherwise including consequential "bodily injury," arising out complete,will be treated as completed. of one or more of the following offenses: The "bodily injury" or "property damage" must a. False arrest,detention or imprisonment; occur away from premises you own or rent, b. Malicious prosecution; unless your business includes the selling, handling or distribution of "your product" for c. The wrongful eviction from, wrongful entry consumption on premises you own or rent. into, or invasion of the right of private b. Does not include "bodily injury" or "property occupancy of a room, dwelling or premisesdamage"arising out of: that a person occupies, committed by or on behalf of its owner, landlord or lessor; (1) The transportation of property, unless the d. Oral or written publication, in any manner, of injury or damage arises out of a condition material that slanders or libels a person or in or on a vehicle not owned or operated organizationby you, and that condition was created by or disparages a person's or "loading the organization's goods,products or services; no innsururyredd;; unloading" of that vehicle by any or e. Oral or written publication, in any manner, of (2) The existence of tools, uninstalled material that violates a person's right of equipment or abandoned or unused privacy; materials. f. The use of another's advertising idea in your 17. "Property damage"means: "advertisement";or g. Infringing upon another's copyright, trade a. Physical injury to tangible property, including dress or slogan in your"advertisement." all resulting loss of use of that property. All such loss of use shall be deemed to occur at 15. "Pollutants" mean any solid, liquid, gaseous or the time of the physical injury that caused it; thermal irritant or contaminant, including smoke, or vapor, soot, fumes, acids, alkalis, chemicals and b. Loss of use of tangible property that is not waste. Waste includes materials to be recycled, physically injured. All such loss of use shall be reconditioned or reclaimed deemed to occur at the time of the 16. "Products-completed operations hazard": "occurrence"that caused it. a. Includes all "bodily injury" and "property For the purposes of this insurance, electronic data damage" occurring away from premises you is not tangible property. own or rent and arising out of "your product" As used in this definition, electronic data means or"your work"except: information, facts or programs stored as, created (1) Products that are still in your physical or used on, or transmitted to or from computer possession;or software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, (2) Work that has not yet been completed or drives, cells, data processing devices or any other abandoned. However, "your work" will be media which are used with electronically deemed completed at the earliest of the controlled equipment. following times: 18. "Software"means: (a) When all of the work called for in your contract has been completed. a. Electronic data processing, recording or storage media such as films, tapes, cards, (b) When all of the work to be done at discs,drums or cells; and the job site has been completed if your contract calls for work at more b. Data and programming records used for than one job site. electronic data processing or electronically controlled equipment stored on such media; (c) When that part of the work done at and the job site has been put to its intended use by any other person or c. Written or printed data, such as programs, organization other than another routines, and symbolic languages, essential to contractor or subcontractor working the operation of computers;and on the same project. d. Documents containing information on the Work that may need service, operation and maintenance of computers. maintenance, correction, repair or SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 15 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) 19. "Suit" means a civil proceeding in which damages (c) A person or organization whose because of "bodily injury," "property damage," business or assets you have "personal and advertising injury" to which this acquired;and insurance applies are alleged. "Suit"includes: (2) Containers (other than vehicles), a. An arbitration proceeding in which such materials, parts or equipment furnished in damages are claimed and to which the connection with such goods or products. insured must submit or does submit with our consent;or b. Includes: b. Any other alternative dispute resolution (1) Warranties or representations made at proceeding in which such damages are any time with respect to the fitness, claimed and to which the insured submits with quality, durability, performance or use of our consent. "your product"; and 20. "Temporary worker" means a person who is (2) The providing of or failure to provide furnished to you to substitute for a permanent warnings or instructions. "employee"on leave or to meet seasonal or short- c. Does not include vending machines or other term workload conditions. property rented to or located for the use of 21. "Volunteer worker" means a person who is not others but not sold. your"employee,"and who donates his or her work 23. "Your work": and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, a. Means: salary or other compensation by you or anyone (1) Work or operations performed by you or else for their work performed for you. on your behalf; and 22. "Your product": (2) Materials, parts or equipment furnished in a. Means: connection with such work or operations. (1) Any goods or products, other than real b. Includes: property, manufactured, sold, handled, (1) Warranties or representations made at distributed or disposed of by: any time with respect to the fitness, (a) You; quality, durability, performance or use of "your work";and (b) Others trading under your name; or (2) The providing of or failure to provide warnings or instructions. SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 16 of 16 (Ed.04/14) SB300092B CNA (Ed. 10-19) PERSONAL AND ADVERTISING INJURY - SPECIFIED OFFENSES ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM It is understood and agreed that the section entitled Liability and Medical Expenses Definitions is amended to delete the definition of"personal and advertising injury"in its entirety,and replace it with the following: "Personal and advertising injury"means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution;or c. The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies,committed by or on behalf of its owner, landlord or lessor. SB300092B(Ed. 10-19) Page 1 of 1 Copyright,CNA All Rights Reserved. CNA (Ed. (Ed. 10-19) TARGETED HACKER ATTACK This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following coverage is added to your Businessowners Special Property Coverage Form under Paragraph A.6. Coverage Extensions. Unless otherwise stated, payments made under this Coverage Extension are subject to and not in addition to the applicable Limits of Insurance. Targeted Hacker Attack 1. We will pay up to the Limits of Insurance indicated in Paragraphs 9.and 10.below,for the following: a. Corruption, distortion, deletion, damage or destruction of your "electronic data" caused by or resulting from a "targeted hacker attack." b. Subject to paragraph 8. below, actual loss of Business Income you sustain due to the necessary "suspension" of your "operations" during the "period of restoration." The "suspension" must be caused by the necessary interruption or suspension of your"electronic data processing equipment"resulting from a"targeted hacker attack" that corrupts, distorts, deletes,damages or destroys your"electronic data." c. Subject to paragraph 8. below, with respect to a "suspension"of your"operations" as described in paragraph 1.b. above,the"extra expense" (other than the expense to repair or replace property)to: (1) Avoid or minimize the"suspension"of business and to continue"operations"; or (2) Minimize the"suspension"of business if you cannot continue"operations." 2. Worldwide coverage is provided under this Coverage Extension. The coverage territory as described in Paragraph F.8.b does not apply to this Coverage Extension. 3. This Coverage Extension does not apply to: a. "Stock";or b. Property that is licensed, leased or rented to others. 4. The following exclusions as described in Section B., Exclusions, of the Businessowners Special Property Coverage Form do not apply to this Coverage Extension: a. Paragraph 1.j.;and b. Paragraph 1.k. 5. The following additional exclusions apply: With respect to this Coverage Extension, we will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. a. Programming errors or omissions, or incorrect instructions to a machine, including without limitation, incorrect instructions to "electronic data processing equipment" from a user incorrectly operating with, or committing an error using, an input device (including, without limitation, a keyboard, mouse or touchpad) and corrupting, distorting,deleting,damaging or destroying"electronic data." b. Misappropriation, theft, copying, transfer or unauthorized viewing of any property, proprietary or confidential information, "money," "securities," "stock," "electronic data processing equipment" "electronic media and data" or "electronic data" including without limitation, the use of any computer to cause such misappropriation, transfer or copying. c. Errors or deficiency in design, installation, maintenance, repair or modification of your "electronic data processing equipment," "electronic media and data" or "electronic data" or any "electronic data processing equipment," electronic devices, computer system or network to which your "electronic data processing equipment" "electronic media and data"or"electronic data" is connected or dependent; provided, however, this exclusion shall not apply with respect to any such error or deficiency in design, installation, maintenance, repair or modification that is exploited as part of an otherwise covered"targeted hacker attack." SB300129C (Ed. 10-19) Page 1 of 2 Copyright CNA All Rights Reserved. SB300129C (Ed. 10-19) d. Unexplained or indeterminable failure, malfunction or slowdown of an "electronic data processing equipment" "electronic media and data"or"electronic data." e. Suspension, interruption, delay, disruption, loss of functionality of, inaccessibility to, or inability to use or communicate with, any "electronic data processing equipment," "electronic media and data," "electronic data," computer resource,electronic device,computer system,computer network or equipment. f. "Mass attack malware." g. "Mass system penetration." 6. The following definitions apply to this Coverage Extension: a. Business Income means: (1) Net Income(Net Profit or Loss before Income taxes)that would have been earned or incurred, including; plus (2) Continuing normal operating expenses incurred, including payroll. b. Extra Expense means reasonable and necessary expenses you incur during the "period of restoration" that you would not have incurred if there had been no necessary interruption or suspension of your "electronic data processing equipment" resulting from a "targeted hacker attack" that corrupts, distorts, deletes, damages or destroys your "electronic data." Provided, however, that Extra Expense shall not mean the costs you incur to copy, research, replace or restore"electronic data." 7. For purposes of this Coverage Extension only, the definition for "period of restoration" as set forth in the Businessowners Special Property Coverage Form is changed to the following (the definition shall remained unchanged with respect to all other parts of the policy): "Period of restoration" means the period of time that: a. Begins on the date and time of the necessary interruption or suspension of your "electronic data processing equipment";and b. Ends on the date and time that the necessary interruption or suspension of your "electronic data processing equipment"ends,or would have ended had you acted with due diligence and dispatch. Provided, however, that "period of restoration" shall not mean more than, or exceed, thirty (30) days. The expiration date of this policy will not cut short the"period of restoration." 8. We shall not be liable for any payment for the "extra expense" you incur, and loss of Business Income you sustain, during the first 12 hours following the date and time the necessary interruption or suspension of your"electronic data processing equipment" begins; provided, however, if the "business income and extra expense"—72 Hour Deductible endorsement is part of this policy, the "12 hours" reference in this paragraph shall be changed to"72 hours"and the 72 hour deductible stated in that endorsement shall apply with respect to this Coverage Extension. 9. The most we will pay in the aggregate under this Coverage Extension and the policy for all corruption, distortion, deletion, damage, destruction or any other harm to "electronic data" (combined) caused by or resulting from a "targeted hacker attack," during each separate 12 month period of this policy beginning with the effective date of this policy, is$25,000 or the limit shown on the Declaration page. 10. The most we will pay in the aggregate under this Coverage Extension and the policy for all "extra expense"and loss of "business income" (combined)during each separate 12 month period of this policy beginning with the effective date of this policy is$25,000. SB300129C(Ed. 10-19) Page 2 of 2 copyright CNA All Rights Reserved. SB-300441-A CNA (Ed. 01/07) FIDUCIARY LIABILITY COVERAGE FORM THIS IS A CLAIMS MADE COVERAGE FORM. PLEASE READ ALL PROVISIONS AND CONTACT YOUR AGENT IF YOU HAVE ANY QUESTIONS. THIS INSURANCE APPLIES ONLY TO "WRONGFUL ACTS" THAT OCCUR BETWEEN THE RETROACTIVE DATE AND THE END OF THE "POLICY PERIOD." THIS INSURANCE APPLIES ONLY TO "CLAIMS" FIRST MADE AGAINST THE INSURED AFTER THE INCEPTION DATE AND BEFORE THE END OF THE "POLICY PERIOD" OR ANY APPLICABLE EXTENDED REPORTING PERIOD AND REPORTED TO US IN ACCORDANCE WITH THE PROVISIONS OF THIS FORM. UPON TERMINATION OF YOUR POLICY AN AUTOMATIC EXTENDED REPORTING PERIOD WILL BE PROVIDED, AND A SUPPLEMENTAL EXTENDED REPORTING PERIOD WILL BE AVAILABLE. Various provisions in this Coverage Form restrict coverage. Read the entire Coverage Form carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Form the terms"you"and "your"refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy." The terms "we," "us" and "our" refer to the Stock Insurance Company named on the Declarations providing this insurance. The word"insured"means any person or organization qualifying as such under Section II—Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section III— Definitions. SECTION I—INSURING AGREEMENTS for under paragraph 1.D. — Supplementary Payments A. Coverage B. Defense We will pay those sums in excess of the deductible and subject to the limits of liability that the Insured We have the right and duty to defend all "suits," even becomes legally obligated to pay as "damages" if the allegations are groundless, false or fraudulent. because of a claim resulting from a "wrongful act" We shall have the right to appoint counsel and to provided: make such investigation and defense of a "suit" as we deem necessary. Alternatively we may, at our option, 1. The "wrongful act" takes place in the "coverage give our written consent to the defense of any such territory"; "suit" to the insured. Our obligation to defend any "suit" or pay any "damages" and "defense expenses" 2. The "wrongful act" did not occur before the Retroactive Date, if any, shown in the for any "claim" shall be completely fulfilled and Declarations nor after the end of the "policy extinguished if the limit of insurance has been $ period";and exhausted by payment of "damages" or "defense expenses." 3. A "claim" arising out of a "wrongful act" is first made against an insured, during the "policy C. Consent To Settle period" or Extended Reporting Period, if We shall not settle a "claim" without your written applicable and is reported to us in accordance consent . If you refuse to consent to a settlement or with Section VIII,Conditions, paragraph C, Duties compromise recommended by us, and acceptable to in the event of a "Claim"; and the claimant, then the applicable limit of insurance 4. Prior to the inception date of this Coverage Form: under this Coverage Form shall be reduced to the amount for which the "claim" could have been settled a. The Insured did not give notice to a prior plus all "defense expenses" incurred up to the time insurer of a "related claim"; we made our recommendation. b. The Insured did not give notice to a prior D. Supplementary Payments insurer of any such "wrongful act" or "interrelated wrongful act." We will pay, with respect to any "claim" or "suit" we o investigate or settle, or any "suit" against an insured No other obligation or liability to pay sums or perform we defend all "defense expenses." These payments acts or services is covered unless explicitly provided SB-300441-A Page 1 of 6 (Ed. 01/07) SB-300441-A (Ed. 01/07) are included within and reduce the Limits of "suit" on the merits brought in the territory Insurance. described in Paragraph 1. above or in a SECTION II—WHO IS AN INSURED settlement of a "claim"that we agree to. A. If you are designated in the Declarations as: C. "Damages" means sums, settlements, judgments (including any award of pre judgment and post- 1. A partnership or joint venture, you are an insured. judgment interest) for which you are legally obligated Your partners or members are also insureds. to pay on account of a covered "claim." "Damages" shall not include: 2. A limited liability company, you are an insured. Your members and managers are also insureds. 1. Any taxes, sanctions, criminal or civil fines, or penalties imposed by law other than: 3. An organization other than a partnership, joint venture or limited liability company, you are an a. The five percent or less or the twenty percent insured. Your directors, officers and trustees are or less penalty imposed upon an insured as a also insureds. Fiduciary under Section 502(i) or 502(1) of B. Your "plans" and their employees, directors, officers ERISA; and trustees are also insureds. b. Those civil fines or penalties imposed under 42 USC 1320d-5(a) the Health Insurance D. Your employees are also insureds, unless otherwise Portability and Accountability Act of 1996 excluded in this policy. provided however that our maximum limit of E. Any organization you newly acquire or form, other insurance for all such fines and penalties than a partnership, joint venture or limited liability shall be $10,000 in the aggregate, regardless company, and over which you maintain ownership or of the number of "claims" made or Insureds majority interest, will qualify as a Named Insured if no covered under this Coverage Form. This other similar insurance applies to that organization. sublimit of insurance is part of and not in You must notify us of such acquisition or formation as addition to the limit of insurance set forth on soon as practicable. However, coverage under this the Declarations. provision: 2. Any amount for which an "insured person" is 1. Is afforded only until the 90th day after you absolved from payment by reason of any acquire or form the organization, or until the end covenant,agreement or court order; of the"policy period,"whichever is earlier; and 3. Any matters deemed uninsurable under the law 2. Does not apply to an offense committed before pursuant to which this Policy is construed. you acquired or formed the organization. Notwithstanding anything to the contrary above, No person or organization is an insured with respect to the "damages" shall include punitive or exemplary conduct of any current or past partnership,joint venture or damages, if insurable, to the fullest extent permitted limited liability company that is not shown as a Named by any applicable law. Where you reasonably Insured in the Declarations. determine that punitive, exemplary or multiple damages are insurable under any applicable law, we SECTION III—DEFINITIONS shall not challenge that determination of insurability. The following defined words shall have D. "Defense expenses" means all fees charged by the same meaning throughout this Coverage attorneys designated by us, or by you,with our written Form, whether expressed in the singular consent and all other reasonable and necessary fees, or the plural. costs and expenses resulting from the investigation, adjustment, defense and appeal of a "claim" if incurred by us or you with our written consent, A. "Claim" means: including the costs of appeal, attachment or similar 1. A"suit";or bonds. We have no obligation to provide such bonds. "Defense Expenses" shall not include salaries, 2. A written demand for monetary or non-monetary wages, fees, overhead or benefit expenses damages made against an insured, arising out of associated with the directors, officers, and employees a"wrongful act," of yours. B. "Coverage territory" means: E. "Domestic Partner" means any person qualifying as such under any federal, state or local laws or under 1. The United States of America (including its your employee benefit plans. territories or possessions) and Puerto Rico; or F. "ERISA or any Similar Act" means the Employee 2. All parts of the world if the "insured's" Retirement Income Security Act of 1974, as responsibility to pay"damages" is determined in a SB-300441-A Page 2 of 6 (Ed. 01/07) SB-300441-A (Ed.01/07) amended, or any similar common or statutory law of identified on any list of hazardous substances issued the United States, Canada or their states,territories or by the United States Environmental Protection provinces or any other jurisdiction anywhere in the Agency or any state or local or foreign counterpart. world. "Pollutants" also means, without limitation, any solid, liquid, gaseous or thermal irritant or contaminant, G. "Executive officer" means your chairperson, chief executive officer, president, chief financial officer and including smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste (including materials to be in-house general counsel; recycled, reconditioned or reclaimed), as well as any H. "Insured Persons" means all of those natural person air emission, odor, waste water, oil or oil products, insureds who are your partners, trustees, members, infectious or medical waste, asbestos, or asbestos managers, "executive officers," directors and products or any noise. employees O. "Related claims" mean all claims arising out of a I. "Interrelated Wrongful Acts" means any "wrongful single "wrongful act" or arising out of "interrrelated acts" which are logically or causally connected by wrongful acts." reason of any common fact, circumstance, situation, P. 'Suit" means a formal civil, criminal, administrative, transaction or event. or regulatory proceeding or investigation or an J "Pension Plan" means any employee pension arbitration against an "insured," including any appeal benefit plan as defined in 29 U.S.C. §1002 subject to therefrom. regulation under"ERISA or any Similar Act." "Pension Q. "Wrongful act" means any actual or alleged error, plan" shall not include an excess benefit plan as misstatement, misleading statement, act, omission, defined in 29 U.S.C. §1002 or an employee stock neglect or breach of duty by the insureds in the ownership plan as defined in 26 U.S.C. §4975. discharge of their duties in their capacities, or solely K. "Plan" means: by reason of their status as fiduciaries or administrators (as defined in "ERISA or any similar a. Any "welfare plan" which was, is now, or act")of any"plan,"including, without limitation: hereafter becomes, sponsored solely by you, or sponsored jointly by you and a labor organization, (i) Counseling employees, beneficiaries or "plan" solely for the benefit of your employees; participants with respect to any"plans"; b. Any "pension plan" which was, on or prior to the (ii) Providing interpretations with respect to any effective date of this Policy, sponsored solely by "plan"; you, or sponsored jointly by you and a labor (iii) Handling records in connection with any"plan"; organization, solely for the benefit of your employees; (iv) Enrolling, terminating or canceling employees c. Any"pension plan" which, after the effective date under any"plan";or of this Policy, becomes sponsored solely by you, (v) Otherwise performing or failing to perform "ERISA $ or jointly by you and a labor organization, solely or any similar act" obligations relating to any for the benefit of your employees, if and to the "plan." s extent coverage with respect such "pension plan"i is afforded pursuant to Section XIV.1 of the SECTION IV—EXTENDED REPORTING PERIOD $ General Terms&Conditions of this Policy; or A. If the first Named Insured cancels or non-renews this d. Any government-mandated insurance for workers' Coverage Form or if we decide not to offer any compensation, unemployment, social security or renewal terms for this Coverage Form, the first disability benefits for employees of Named Named Insured shall have the right to purchase, upon Company or any Subsidiary. payment of an additional premium not to exceed — 200% of the annual premium for this coverage, an L. "Welfare Plan" means any employee welfare benefit extension of this Coverage Form for a period of 12 plan as defined in 29 U.S.C. §1002 subject to months immediately following the end of the "policy regulation under ERISA or any Similar Act. Welfare period," but only with respect to any "wrongful act" Plan shall not include an excess benefit plan as committed before the earlier of the end of the "policy defined in 29 U.S.C. §1002. period"; M. "Policy Period" means the period from the effective This period shall be referred to as the Extended INIIII date of this Coverage Form to the expiration date Reporting Period. stated on the Declarations, or its earlier cancellation B. As a condition precedent to the right to purchase the date. Extended Reporting Period, the total premium for this N. "Pollutants" means any substance exhibiting Coverage Form must have been paid. The right to hazardous characteristics as, is or may be defined or purchase the Extended Reporting Period shall end SB-300441-A Page 3 of 6 (Ed.01/07) S B-300441-A (Ed. 01/07) unless we receive written notice and full payment of 4. Prior Wrongful Acts of Subsidiaries the premium for such period within 30 days after the end of the"policy period." For: C. If the Extended Reporting Period is purchased, the (a) Any "wrongful act" by an insured of any of entire premium shall be deemed fully earned at its your subsidiaries, or by such subsidiary commencement without any obligation by us to return occurring before the date such entity became any portion thereof. a subsidiary,or D. There is no separate or additional limit of insurance (b) Any other "wrongful act," whenever for the Extended Reporting Period. occurring, which, together with a "wrongful act" described in (a) above, would constitute SECTION V-LIMIT OF INSURANCE "interrelated wrongful acts." Your rights and ours are stated in the attached Single 5. Assumed Liability Limit of Insurance Endorsement For Employment Practices/Fiduciary Liability Coverage Forms Based upon, directly or indirectly arising out of or in any way involving the insured's assumption of SECTION VI-EXCLUSIONS the liability of others in any oral or written contract A. Exclusions Applicable to Damages and Defense or agreement, unless such liability would have Expenses attached to an Insured in the absence of such agreement. We will not be liable to pay any "damages" or B. Exclusions Applicable to Non-Monetary Relief "defense expenses" under this Coverage Form in connection with any"claim"made against an insured: We will not be liable to pay any "damages" under this 1. Bodily Injury/Property Damage Coverage Form that represent: For any actual or alleged bodily injury (including 1. The return or reversion to you of any contribution or asset of any"plan"; death), sickness, disease of any person, or damage to or destruction of any tangible property 2. Any costs incurred by an insured to comply with including loss of use; any order for remedial, preventive, injunctive or 2. Violation of Law other non-monetary relief, or to comply with an agreement to provide such relief; For any actual or alleged violation of any law 3. Benefits due or to become due under any "plan," governing workers' compensation, unemployment insurance, social security, disability benefits or if or benefits which would be due under any "plan" any other similar federal, state or local statutory such "plan" complied with all applicable law, or regulatory law or common law anywhere in the except to the extent that: world except the Consolidated Omnibus Budget i. An "insured person" is legally obligated to Reconciliation Act of 1985 or the Health pay such benefits as a personal obligation, Insurance Portability and Accountability Act of and 1996 or any amendments to such laws or any rules or regulations promulgated under such ii. Recovery for the benefits is based upon a laws. covered"wrongful act";or 3. Pollution 4. An employer's contributions owed to a "plan" and other amounts for which the insureds are legally Based upon, directly or indirectly arising out of or obligated to pay by reason of the failure to collect in any way involving: any nuclear reaction, such contributions. radiation or contamination, or any actual, alleged SECTION VII—CONDITIONS or threatened discharge, release, escape, or disposal of, or exposure to, "pollutants"; any A. Bankruptcy request, direction or order that any of the insureds test for, monitor, clean up, remove, Bankruptcy or insolvency of the insured or of the contain, treat, detoxify, neutralize or in any way "insured's" estate will not relieve us of our obligations respond to or assess the effect of "pollutants" or under this policy. nuclear reaction, radiation or contamination, or B. Duties In The Event Of A "Claim" any voluntary decision to do so; or any actual or alleged property damage, or bodily injury, 1. If, during the "policy period' or any Extended sickness, disease or death of any person Reporting Period, if applicable, any "claim" is first resulting from any of the aforementioned matters. made against the "insured," the insured shall, as a condition precedent to our obligations under this Coverage Form, give us written notice as SB-300441-A Page 4 of 6 (Ed.01/07) SB-300441-A (Ed.01/07) soon as practicable but in no event later than 2. In the case of an investigation, on the earliest of ninety (90) days after the end of the "policy the date of service upon or other receipt by the period" or the Extended Reporting Period, if insured of a written notice or subpoena from the applicable. investigating authority identifying such "insured 2. You must: person" as an individual against whom a formal proceeding may be commenced; a. Immediately send us copies of any demands, 3. In the case of a written demand for monetary notices, summonses or legal papers received damages or non monetary relief, upon the in connection with the"claim'; insured's receipt of such written demand. b. Authorize us to obtain records and other E. Other Insurance information; and c. The Other Insurance clause, Section H. of the Cooperate with us in the investigation or settlement of the "claim" or defense of the Common Policy Conditions is deleted and replaced with the following: "suit." 3. No insured shall voluntarily make a payment, If any "damages" and "defense expenses" resulting assume any obligation, or incur any expense from any"claim" are insured under any other policies, without our written consent. this Coverage Form shall apply only to the extent the "damages" and "defense expenses" exceed the C. Duties in the Event of A "Wrongful Act" That May amount paid under such other insurance, whether Result In A "Claim" such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless If, during the "policy period," you first become aware such other insurance is written only as specific of a specific "wrongful act" which may reasonably excess insurance over this Coverage Form. give rise to a future "claim," and during the "policy period"give written notice to us of: F. Section IV. Estates, Legal Representatives and 1. The names of any potential claimants and a Spouses/Domestic Partners description of the "wrongful act" which forms the Section L.of the Common Policy Conditions, Transfer basis of their potential "claim"; Of Your Rights And Duties Under This Policy, is 2. The identity of the specific insureds allegedly deleted in its entirety and replaced as follows: responsible for such specific"wrongful act"; The estates, heirs, legal representatives, assigns, spouses and any "domestic partner" of "insured 3. The consequences which have resulted or may persons" shall be considered insureds under this result from such specific"wrongful act"; Coverage Form; provided, however, coverage is 4. The nature of the potential monetary damages afforded to such estates, heirs, legal representatives, which may be sought in consequence of such assigns and spouses only for a "claim "arising solely specific"wrongful act"; and out of their status as such and, in the case of a spouse or "domestic partner," where such "claim" 5. The circumstances by which you first became seeks damages from marital community property, aware of such specific"wrongful act"; jointly held property or property transferred from the Then any "claim" otherwise covered pursuant to this "insured person" to the spouse or "domestic partner." Coverage Form which is subsequently made and No coverage is provided for any act, error or omission which arises out of such "wrongful act" shall be of an estate, heir, legal representative, assign, spouse deemed to have been first made and reported to us or "domestic partner." All terms and conditions of this by you at the time we received such written notice. No Coverage Form, including without limitation the coverage is provided for fees and expenses incurred deductible applicable to "damages" and "defense prior to the time such notice results in a "claim." expenses" incurred by the "insured person" shall also apply to "damages" and "defense expenses" incurred D. When a "Claim" is Deemed Made by such estates, heirs, legal representatives, assigns, A"claim"shall be deemed made: spouses and"domestic partners." 1. In the case of a civil, criminal, administrative or G. No Action Against Us regulatory proceeding or arbitration, on the 1. No action shall be taken against us unless, as a earliest of the date of service upon or other condition precedent, there shall have been full receipt by the insured of a complaint, indictment, compliance with all the provisions of this notice of charge or similar document against the Coverage Form nor until the amount of your insured in such proceeding or arbitration; obligation to pay shall have been finally determined either by final and nonappealable SB-300441-A Page 5 of 6 (Ed. 01/07) SB-300441-A (Ed.01/07) judgment against you after trial or by written completed, provided you are cooperating in agreement by you,the claimant and us. completing such transfer. 2. No person or organization shall have any right 3. Upon receipt of such notice,you, must: under this Coverage Form to join us a party to any "suit" against you to determine your liability, a. Cooperate in the transfer of control of nor shall we be impleaded by you or your legal "claims"; and representatives in any such"suit." b. Arrange for the defense of such"claim"within H. Transfer Of Rights Of Recovery Against Others To such time period as agreed to between you Us and us. Arrangements for the defense of such "claim" must be made as soon as If the insured has rights to recover all or part of any practicable. payment we have made under this Coverage Form those rights are transferred to us. The insured must 4. We will take no action with respect to defense for do nothing after a "claim" is made to impair them. At any "claim" if such "claim" is reported to us after our request, the insured will bring "suit" or transfer the applicable limit of insurance is exhausted. It those rights to us and help us enforce them. becomes the your responsibility to arrange defense for such "claim." In no event shall the insured be entitled to recoup 5. You will reimburse us as soon as practicable for from recoveries any amount to satisfy any deductible expenses we incur in taking those steps we deem until after all amounts which we are required to pay or do pay under this Coverage Form are reimbursed to appropriate in accordance with Paragraph 2. us. above. I. Transfer Of Duties When Limit Of Insurance Is 6. The exhaustion of the applicable limit of Exhaustedinsurance and the resulting end of our duty to defend will not be affected by our failure to 1. If we conclude that, based on "claims" which comply with any of the provisions of this have been reported to us and to which this Condition. insurance may apply, the limit of insurance is J. Named Insured Authorization likely to be exhausted in the payment of "damages" or "defense expenses," we will notify The insureds agree that the first named insured will the first named insured, in writing,to that effect; act on behalf of all insureds with respect to giving of 2. When the limit of insurance has actually been all notice to us(except notices provided in Section VII. exhausted by payments of "damages" or Paragraph B and C), the receipt of notices from us, "defense expenses,"we will: the payment of the premiums, the receipt of any return premiums that may become due under this a. Notify the first "named insured" in writing, as Coverage Form, and the acceptance of soon as practicable, that such limit has been endorsements. exhausted and that our obligations under this K. Assignment of Interest Coverage Form shall be deemed completely fulfilled and extinguished; Assignment of interest under this Coverage Form b. Initiate, and cooperate in, the transfer of shall not bind us unless its consent is endorsed to this control, to any appropriate insured, of all Coverage Form. open"claims"to you; and L. Common Policy Conditions c. Take such steps, as we deem appropriate, to Unless otherwise stated in this Coverage Form, all of avoid a default in, or continue the defense of, the terms and conditions of the Businessowners such "claims" until such transfer is Common Policy Conditions shall be included and incorporated into this Coverage Form. SB-300441-A Page 6 of 6 (Ed. 01/07) CNA CNA (Ed.01/07) SINGLE LIMIT OF INSURANCE ENDORSEMENT FOR EMPLOYMENT PRACTICES/FIDUCIARY LIABILITY COVERAGE FORMS In consideration of the premium paid for this Policy, it is hereby understood and agreed that the following endorsement is applicable to the Employment Practices Liability and Fiduciary Liability Coverage Forms: SINGLE LIMIT OF INSURANCE/DEDUCTIBLE Example No.1 A. The Employment Practices/Fiduciary Liability single EPL Deductible: $5,000 limit of insurance shown in the Declarations and Employment Practices/Fiduciary Single Limit of subject to the provisions of the Employment Practices Insurance: $100,000 Liability and Fiduciary Liability Coverage Forms is the total amount we will pay as "damages" and "defense "Damages"and"Defense Expenses": $75,000 expenses" under both the Employment Practices Liability and Fiduciary Liability Coverage Forms The EPL Deductible will be subtracted from the combined, regardless of the number of insureds, amount of "damages" and "defense expenses" in "claims" made or persons or entities making "claims" calculating the amount payable: under such Coverage Forms. If "related claims" are $75,000-$5,000= $70,000 Amount Payable subsequently made against the insured and reported to us, all such "related claims," whenever made, shall Example No.2 be considered a single "claim"first made and reported EPL Deductible: $5,000 to us within the "policy period" in which the earliest of the"related claims"was first made and reported to us. Employment Practices/Fiduciary Single Limit of Insurance: $100,000 B. The Employment Practices/Fiduciary Liability single limit of insurance shown in the Declarations shall be "Damages" and "Defense Expenses": $120,000 our maximum aggregate limit of insurance for all The EPL Deductible will be subtracted from the "damages" and "defense expenses" under the amount of "damages" and "defense expenses" Employment Practices Liability and Fiduciary Liability ($120,000-$5,000=$115,000). Since the amount Coverage Forms combined, regardless of the number of the "damages" and "defense expenses" minus of: the EPL Deductible exceeds the Employment 1. Insureds; Practices/Fiduciary Liability single limit of insurance, the policy will pay the full Employment 2. "Claims"; Practices/Fiduciary Liability Single Limit of Insurance($100,000). 3. "Damages"or"defense expenses"incurred; or 4. Claimants; D. Subject to Paragraph E. below, we may pay any part or all of the EPL Deductible amount to effect Our obligations under both the Employment Practices settlement of any "claim" and, upon notification of the Liability and Fiduciary Liability Coverage Forms, shall action taken, you shall promptly reimburse us for such be completely fulfilled and extinguished if the part of the EPL Deductible amount as has been paid Employment Practices/Fiduciary Liability single limit of by us. insurance is exhausted by payment of "damages" or E.. No deductible applies with respect to any "claim" "defense expenses." against any "insured person" if you are not permitted C. We will pay "damages" and "defense expenses" in to advance "defense expenses" or to indemnify such excess of the EPL Deductible shown on the "insured person"for"damages" by reason of: Declarations, up to the applicable Employment 1. Financial insolvency; or Practices/Fiduciary Liability single limit of insurance. 2. A good faith determination by you that such payment is not permitted under the broadest construction of applicable law SB-300449-A Page 1 of 1 (Ed. 01/07) CNA SB-300450-A (Ed. 01/07) EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM THIS IS A CLAIMS MADE COVERAGE FORM. PLEASE READ ALL PROVISIONS AND CONTACT YOUR AGENT IF YOU HAVE ANY QUESTIONS. THIS INSURANCE APPLIES ONLY TO "WRONGFUL ACTS" THAT OCCUR BETWEEN THE RETROACTIVE DATE AND THE END OF THE "POLICY PERIOD." THIS INSURANCE APPLIES ONLY TO "CLAIMS" FIRST MADE AGAINST THE INSURED AFTER THE INCEPTION DATE AND BEFORE THE END OF THE "POLICY PERIOD" OR ANY APPLICABLE EXTENDED REPORTING PERIOD AND REPORTED TO US IN ACCORDANCE WITH THE PROVISIONS OF THIS FORM. UPON TERMINATION OF YOUR POLICY AN AUTOMATIC EXTENDED REPORTING PERIOD WILL BE PROVIDED, AND A SUPPLEMENTAL EXTENDED REPORTING PERIOD WILL BE AVAILABLE. Various provisions in this Coverage Form restrict coverage. Read the entire Coverage Form carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Form the terms"you"and"your"refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy." The terms "we," "us" and "our" refer to the Stock Insurance Company named on the Declarations providing this insurance. The word"insured"means any person or organization qualifying as such under Section II-Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section III-Definitions. SECTION I-INSURING AGREEMENTS No other obligation or liability to pay sums or perform A. Coverage acts or services is covered unless explicitly provided for under paragraph 1.D. -Supplementary Payments We will pay those sums in excess of the deductible B. Defense and subject to the limits of liability that the Insured becomes legally obligated to pay as "damages" We have the right and duty to defend all "suits,"even if because of a "claim" resulting from a "wrongful the allegations are groundless, false or fraudulent. We employment practice"provided: shall have the right to appoint counsel and to make 1. such investigation and defense of a "suit" as we deem The"wrongful employment practice"takes place in the"coverage territory"; necessary. Alternatively we may, at our option, give our written consent to the defense of any such "suit"to 2. The "wrongful employment practice" did not occur the insured. Our obligation to defend any "suit" or pay before the Retroactive Date, if any, shown in the any "damages" and "defense expenses" for any Declarations nor after the end of the "policy "claim" shall be completely fulfilled and extinguished if period";and the limit of insurance has been exhausted by payment of"damages"or"defense expenses." 3. A "claim" arising out of a "wrongful employment practice" is first made against an insured, during C. Consent To Settle the "policy period" or Extended Reporting Period, We shall not settle a "claim" without your written if applicable and is reported to us in accordance consent. If you refuse to consent to a settlement or with Section VIII, Conditions, paragraph C, Duties compromise recommended by us, and acceptable to in the event of a "Claim";and the claimant, then the applicable limit of insurance 4. Prior to the inception date of this Coverage Form: under this Coverage Form shall be reduced to the amount for which the "claim" could have been settled a. the Insured did not give notice to a prior plus all "defense expenses" incurred up to the time we insurer of a"related claim"; made our recommendation. b. the Insured did not give notice to a prior D. Supplementary Payments insurer of any such "wrongful employment practice"or"interrelated wrongful employment We will pay, with respect to any "claim" or "suit" we practice." investigate or settle, or any "suit" against an insured we defend all "defense expenses." These payments are included within and reduce the Limits of Insurance. SB-300450-A Page 1 of 7 (Ed. 01/07) SB-300450-A (Ed.01/07) SECTION II—WHO IS AN INSURED 1. criminal or civil fines or penalties imposed by law; A. If you are designated in the Declarations as: 2. taxes; 1. A partnership or joint venture, you are an insured. 3. liquidated or the multiple portion of any multiplied Your partners or members are also insureds. damages, amounts which may be deemed 2. A limited liability company, you are an insured, uninsurable under the law pursuant to which this Your members and managers are also insureds, policy shall be construed; 3. An organization other than a partnership, joint 4. compensation earned by the claimant in the venture or limited liability company, you are an course of employment but unpaid by the Insured, insured. Your "executive officers" and directors including salary, wages, commissions, bonus or incentive compensation; are also insureds. B. Your "employees" are also insureds, unless otherwise 5. any amounts for which an Insured is liable due to excluded in this policy. breach of any written contract of employment; C. Any organization you newly acquire or form, other than 6. amounts representing medical or insurance premiums or benefit claim payments; a partnership,joint venture or limited liability company, and over which you maintain ownership or majority 7. any amount for which an Insured is absolved from interest, will qualify as a Named Insured if no other payment by reason of any covenant, agreement or similar insurance applies to that organization. You court order;or must notify us of such acquisition or formation as soon as practicable. However, coverage under this 8. future salary, wages or commissions of a claimant provision: who is hired, promoted or reinstated to employment pursuant to a settlement of, order in, 1. Is afforded only until the 90th day after you or other resolution of any"claim" acquire or form the organization,or until the end of Notwithstanding anything to the contrary above, the policy period,whichever is earlier;and "damages" shall include punitive or exemplary 2. Does not apply to an offense committed before damages, if insurable,to the fullest extent permitted by you acquired or formed the organization. any applicable law. Where you reasonably determine No person or organization is an insured with respect to the that punitive, exemplary or multiple damages are conduct of any current or past partnership,joint venture or challenge that determinationunde any applicable law, we shall not limited liability company that is not shown as a Named of insurability. Insured in the Declarations. D. "Defense expenses" means all fees charged by SECTION III—DEFINITIONS attorneys designated by us, or by you, with our written consent and all other reasonable and necessary fees, The following defined words shall have the same meaning costs and expenses resulting from the investigation, 0, throughout this Coverage Form, whether expressed in the adjustment,defense and appeal of a "claim" if incurred singular or the plural. by us or you with our written consent, including the costs of appeal, attachment or similar bonds. We have A. "Claim" means a "suit"or written demand for monetary no obligation to provide such bonds. "Defense damages against an insured and made by or on behalf Expenses" shall not include salaries, wages, fees, $ of a natural person who is an "employee" or applicant overhead or benefit expenses associated with the for employment for a "wrongful employment practice." directors,officers, and employees of yours. B. "Coverage territory" means: E. "Domestic Partner" means any person qualifying as 1. The United States of America (including its such under any federal, state or local laws or under territories or possessions)and Puerto Rico; or your employee benefit plans. 2. All parts of the world if the insured's responsibility F. "EEOC Proceeding" means an investigative to pay "damages" is determined in a "suit" on the proceeding before the Equal Employment Opportunity merits brought in the territory described in Commission or an adjudicatory or investigative Paragraph 1. above or in a settlement of a "claim" proceeding before any similar federal, state or local that we agree to. government body whose purpose is to address "wrongful employment practices." C. "Damages" means sums (including back pay and front pay), settlements, judgments (including any G. "Employee" means all of your past, present or future award of pre judgment and post judgment interest) for full-time or part-time employees, including seasonal which you are legally obligated to pay on account of a and temporary employees and employees leased or covered"claim.""Damages"shall not include: loaned to you. "Employee" does not include an independent contractor. SB-300450-A Page 2 of 7 (Ed.01/07) SB-300450-A (Ed. 01/07) H. "ERISA or any Similar Act" means the Employee 3. Violation of any federal, state or local laws Retirement Income Security Act of 1974, as amended, (whether common-law or statutory) concerning or any similar common or statutory law of the United employment or discrimination in employment, States, Canada or their states, territories or provinces including the Americans with Disabilities Act of or any other jurisdiction anywhere in the world. 1992, the Civil Rights Act of 1991, the Age I. "Executive officer" means your chairperson, chief Discrimination in Employment Act of 1967, Title Rig executive officer, president, chief financial officer and theCivil Rights Act of 1964 and the Civil in-house general counsel, and, the director of human Rights Act of 1866; resources or equivalent position; 4. Sexual harassment or other unlawful harassment J. "Insured Persons" means all of those natural person in the work place; insureds who are your partners, members, managers, 5. Wrongful deprivation of career opportunity or "executive officers,"directors and "employees" failure to employ or promote; K. "Interrelated Wrongful Employment Practices" 6. Wrongful discipline of"employees"; means any"wrongful employment practices"which are logically or causally connected by reason of any 7. Retaliation against"employees"for the exercise of common fact, circumstance, situation, transaction or any legally protected right or for engaging in any event. legally protected activity; L. "Policy Period" means the period from the effective 8. Negligent evaluation of"employees"; date of this Coverage Form to the expiration date 9. Failure to adopt adequate workplace or stated on the Declarations, or its earlier cancellation employment policies and procedures; date. 10. Employment-related defamation or invasion of M. "Pollutants" means any substance exhibiting privacy; or hazardous characteristics as, is or may be defined or identified on any list of hazardous substances issued 11. Employment-related wrongful infliction of by the United States Environmental Protection Agency emotional distress. or any state or local or foreign counterpart. "Pollutants" SECTION IV—EXTENDED REPORTING PERIOD also means, without limitation, any solid, liquid, gaseous or thermal irritant or contaminant, including A. If the first Named Insured cancels or non-renews this smoke,vapor, soot, fumes, acids, alkalis, chemicals or Coverage Form or if we decide not to offer any waste (including materials to be recycled, renewal terms for this Coverage Form, the first Named reconditioned or reclaimed), as well as any air Insured shall have the right to purchase, upon emission, odor, waste water, oil or oil products, payment of an additional premium not to exceed 200% infectious or medical waste, asbestos, or asbestos of the annual premium for this coverage, an extension products or any noise. of this Coverage Form for a period of 12 months immediately following the end of the "policy period," N. "Related claims" mean all claims arising out of a but only with respect to any "wrongful employment single "wrongful employment practice" or arising out of practice" committed before the earlier of the end of the "interrelated wrongful employment practices." "policy period"; O. "Suit" means a formal civil, administrative, or This period shall be referred to as the Extended regulatory proceeding (including an "EEOC Reporting Period. Proceeding") or investigation or an arbitration against an insured, including any appeal therefrom. B. As a condition precedent to the right to purchase the Extended Reporting Period, the total premium for this P. "Wrongful Employment Practice" means any actual Coverage Form must have been paid. The right to or alleged error, misstatement, misleading statement, purchase the Extended Reporting Period shall end act, omission, neglect or breach of duty committed or unless we receive written notice and full payment of attempted by the "insured persons" in their capacity as the premium for such period within 30 days after the such or by you constituting or related to end of the"policy period." 1. Wrongful dismissal or discharge or termination of C. If the Extended Reporting Period is purchased, the employment,whether actual or constructive; entire premium shall be deemed fully earned at its 2. Employment related misrepresentation; commencement without any obligation by us to return any portion thereof. D. There is no separate or additional limit of insurance for the Extended Reporting Period. SB-300450-A Page 3 of 7 (Ed. 01/07) SB-300450-A (Ed.01/07) SECTION V-LIMIT OF INSURANCE law anywhere in the world governing an Your rights and ours are stated in the attached Single employer's obligation to notify or bargain with Limit of Insurance Endorsement For Employment layoff. asrs in advance of any facility closing or Practices/Fiduciary Liability Coverage Forms mass SECTION VI-EXCLUSIONS f. The National Labor Relations Act, as amended, or any other federal, state or local A. Exclusions Applicable to Damages and Defense statutory or regulatory law or common law Expenses anywhere in the world governing employees' rights and the employers duties with respect We will not be liable to pay any "damages"or"defense to unions, bargaining, strikes, boycotts, expenses" under this Coverage Form in connection picketing, lockouts or collective activities. with any"claim"made against an insured: However, this exclusion shall not apply to any 1. Bodily Injury/Property Damage "claim" alleging retaliation or wrongful dismissal or For any actual or alleged bodily injury (including discharge or termination of employment whether death), sickness, disease of any person, or actual or constructive, because of a claimant's damage to or destruction of any tangible property exercise of a right pursuant to any such laws; including loss of use except that this exclusion 3. Pollution shall not apply to allegations of emotional distress, humiliation or mental anguish; Based upon, directly or indirectly arising out of or in any way involving: any nuclear reaction, 2. Violation of Law radiation or contamination, or any actual, alleged Based upon, directly or indirectly arising out of, or or threatened discharge, release, escape, or in any way involving any actual or alleged violation disposal of, or exposure to, "pollutants"; any of: request, direction or order that any of the insureds test for, monitor, clean up, remove, contain, treat, a. (i) "ERISA or any Similar Act," (ii) the detoxify, neutralize or in any way respond to or Consolidated Omnibus Budget Reconciliation assess the effect of "pollutants" or nuclear Act of 1985 (COBRA), as amended, or (iii) reaction, radiation or contamination, or any any other federal, state or local statutory law voluntary decision to do so; or any actual or or common law anywhere in the world alleged property damage, or bodily injury, governing any employee benefit program, sickness, disease or death of any person resulting policy, plan or arrangement of any type, from any of the aforementioned matters. However, including but not limited to laws governing this exclusion shall not apply to any "claim" retirement or pension benefit programs, alleging retaliation or wrongful dismissal or welfare plans, insurance plan, employee stock discharge or termination of employment whether s option ownership or employee stock purchase actual or constructive, because of a claimant's plans or deferred compensation programs; exercise of a right pursuant to any such laws; : b. Any law governing workers' compensation, 4. Prior Wrongful Acts of Subsidiaries s unemployment insurance, social security, idisability benefits or any other similar federal, For: i state or local statutory or regulatory law or (a) Any "wrongful employment practice" by an common law anywhere in the world; insured of any of your subsidiaries,or by such c. The Occupational Safety and Health Act of subsidiary occurring before the date such 1970 (OSHA), as amended, or any other entity became a subsidiary,or federal, state or local statutory or regulatory (b) Any other "wrongful employment practice," law or common law anywhere in the world whenever occurring, which, together with a governing workplace safety and health; "wrongful employment practice" described in d. The Fair Labor Standards Act (except the (a) above, would constitute "interrelated Equal Pay Act), as amended, or any other wrongful employment practices." federal, state or local statutory law or common 5. Assumed Liability law anywhere in the world governing wage, hour and payroll policies; Based upon, directly or indirectly arising out of or in any way involving the insured's assumption of e. The Workers' Adjustment and Retraining the liability of others in any oral or written contract Notification Act, Public Law 100 379 (1988), or agreement, unless such liability would have as amended, or any other federal, state or attached to an Insured in the absence of such local statutory or regulatory law or common agreement; SB-300450-A Page 4 of 7 (Ed.01/07) SB-300450-A (Ed.01/07) B. Exclusions Applicable to Non-Monetary Relief C. Duties in the Event of A "Wrongful Employment We will not be liable to pay any "damages" under this Practice"That May Result In A "Claim" Coverage Form that represent If, during the"policy period,"you first become aware of 1. The cost of any non monetary relief, including a specific "wrongful employment practice" which may reasonably give rise to a future "claim," and during the without limitation any costs associated with "policy period"give written notice to us of: compliance with any injunctive relief of any kind or nature imposed by any judgment or settlement; 1. The names of any potential claimants and a 2. The costs associated with providing any description of the "wrongful employment practice" which forms the basis of their potential "claim"; reasonable accommodations required by, made as a result of, or to conform with the requirements 2. The identity of the specific insureds allegedly of the Americans With Disabilities Act and any responsible for such specific "wrongful amendments thereto or any similar federal, state employment practice"; or local statute, regulation,or common laws; 3. The consequences which have resulted or may 3. Amounts determined to be owing under an result from such specific "wrongful employment express contract with or express severance practice"; obligation of yours; however, this exclusion shall 4. The nature of the potential monetary damages not apply if and to the extent that liability would which may be sought in consequence of such have attached to such insured in the absence of specific"wrongful employment practice"; and the express contract with or obligation of yours; or 4. Medical or insurance benefits to which the 5. The circumstances by which you first became claimant allegedly was entitled or would have aware of such specific "wrongful employment been entitled had you provided the claimant with a practice"; continuation or conversion of insurance. Then any "claim" otherwise covered pursuant to this SECTION VII—CONDITIONS Coverage Form which is subsequently made and which arises out of such "wrongful employment A. Bankruptcy practice"shall be deemed to have been first made and reported to us by you at the time we received such Bankruptcy or insolvency of the insured or of the written notice. No coverage is provided for fees and "insured's" estate will not relieve us of our obligations expenses incurred prior to the time such notice results under this policy. in a"claim." B. Duties In The Event Of A"Claim" D. When a "Claim" is Deemed Made 1. If, during the "policy period' or any Extended A"claim"shall be deemed made: Reporting Period, if applicable, any "claim" is first made against the"insured,"the insured shall, as a 1. In the case of a civil, administrative or regulatory condition precedent to our obligations under this proceeding or arbitration, on the earliest of the Coverage Form, give us written notice as soon as date of service upon or other receipt by the practicable but in no event later than ninety (90) insured of a complaint, or similar document days after the end of the "policy period" or the against the insured in such proceeding or Extended Reporting Period, if applicable. arbitration; 2. You must: 2. In the case of an investigation, on the earliest of the date of service upon or other receipt by the a. Immediately send us copies of any demands, insured of a written notice or subpoena from the notices, summonses or legal papers received investigating authority identifying such "insured in connection with the"claim"; person" as an individual against whom a formal b. Authorize us to obtain records and other proceeding may be commenced; information; and 3. In the case of a written demand for monetary c. Cooperate with us in the investigation or damages, upon the insured's receipt of such settlement of the "claim" or defense of the written demand. "suit." E. Other Insurance 3. No insured shall voluntarily make a payment, The Other Insurance clause, Section H. of the assume any obligation, or incur any expense Common Policy Conditions is deleted and replaced without our written consent. with the following: SB-300450-A Page 5 of 7 (Ed. 01/07) SB-300450-A (Ed.01/07) If any "damages" and "defense expenses" resulting request, the insured will bring "suit" or transfer those from any "claim" are insured under any other policies, rights to us and help us enforce them. this Coverage Form shall apply only to the extent the In no event shall the insured be entitled to recoup from "damages" and "defense expenses" exceed the recoveries any amount to satisfy any deductible until amount paid under such other insurance, whether such other insurance is stated to be primary, after all amounts which we are required to pay or do contributory, excess, contingent or otherwise, unless pay under this Coverage Form are reimbursed to us. such other insurance is written only as specific excess I. Transfer Of Duties When Limit Of Insurance Is insurance over this Coverage Form. Exhausted F. Section IV. Estates, Legal Representatives and 1. If we conclude that, based on "claims" which have Spouses/Domestic Partners been reported to us and to which this insurance Section L. of the Common Policy Conditions, Transfer may apply, the limit of insurance is likely to be Of Your Rights And Duties Under This Policy, is exhausted in the payment of "damages" or deleted in its entirety and replaced as follows: "defense expenses," we will notify the first named insured, in writing, to that effect; The estates, heirs, legal representatives, assigns, 2. When the limit of insurance has actually been spouses and any "domestic partner" of "insured persons" shall be considered insureds under this exhausted by payments of"damages" or"defense Coverage Form; provided, however, coverage is expenses,"we will: afforded to such estates, heirs, legal representatives, a. Notify the first named insured in writing, as assigns and spouses only for a "claim "arising solely soon as practicable, that such limit has been out of their status as such and, in the case of a spouse exhausted and that our obligations under this or "domestic partner," where such "claim" seeks Coverage Form shall be deemed completely damages from marital community property,jointly held fulfilled and extinguished; property or property transferred from the "insured person" to the spouse or "domestic partner," No b. Initiate, and cooperate in, the transfer of coverage is provided for any act, error or omission of control, to any appropriate insured, of all open an estate, heir, legal representative, assign, spouse or "claims"to you; and "domestic partner." All terms and conditions of this c. Take such steps, as we deem appropriate, to Coverage Form, including without limitation the avoid a default in, or continue the defense of, deductible applicable to "damages" and "defense such "claims" until such transfer is completed, expenses" incurred by the "insured person" shall also provided you are cooperating in completing apply to "damages" and "defense expenses" incurred such transfer. by such estates, heirs, legal representatives, assigns, spouses and"domestic partners." 3. Upon receipt of such notice,you must: P. G. No Action Against Us a. Cooperate in the transfer of control of "claims"; and 1. No action shall be taken against us unless, as a condition precedent, there shall have been full b. Arrange for the defense of such "claim" within compliance with all the provisions of this such time period as agreed to between you Coverage Form nor until the amount of your and us. Arrangements for the defense of such $ obligation to pay shall have been finally "claim"must be made as soon as practicable. determined either by final and nonappealable 4. We will take no action with respect to defense for judgment against you after trial or by written any "claim" if such "claim" is reported to us after agreement by you, the claimant and us. the applicable limit of insurance is exhausted. It 2. No person or organization shall have any right becomes your responsibility to arrange defense under this Coverage Form to join us a party to any for such "claim." "suit" against you to determine your liability, nor 5. You will reimburse us as soon as practicable for shall we be impleaded by you or your legal expenses we incur in taking those steps we deem representatives in any such"suit." appropriate in accordance with Paragraph 2. H. Transfer Of Rights Of Recovery Against Others To above. Us 6. The exhaustion of the applicable limit of insurance If the insured has rights to recover all or part of any and the resulting end of our duty to defend will not payment we have made under this Coverage Form be affected by our failure to comply with any of the those rights are transferred to us. The insured must do provisions of this Condition. nothing after a "claim" is made to impair them. At our SB-300450-A Page 6 of 7 (Ed.01/07) SB-300450-A (Ed. 01/07) J. Named Insured Authorization K. Assignment of Interest The insureds agree that the first named insured will act Assignment of interest under this Coverage Form shall on behalf of all insureds with respect to giving of all not bind us unless its consent is endorsed to this notice to us (except notices provided in Section VII. Coverage Form. Paragraph B and C),the receipt of notices from us, the L. Common Policy Conditions payment of the premiums, the receipt of any return premiums that may become due under this Coverage Unless otherwise stated in this Coverage Form, all of Form,and the acceptance of endorsements. the terms and conditions of the Business Owners Common Policy Conditions Endorsement shall be included and incorporated into this Coverage Form. SB-300450-A Page 7 of 7 (Ed. 01/07) SB-300456-A CNA (Ed.07/07) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONCURRENT CAUSATION, EARTH MOVEMENT & WATER EXCLUSION CHANGES This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM A. Section B. EXCLUSIONS the first paragraph of B.1. is Action, and such resulting loss or damage is deleted in its entirety and replaced by the following: not otherwise excluded, we will pay for the loss or damage caused by that fire, building 1. We will not pay for loss or damage directly or glass breakage or Volcanic Action. indirectly caused by or resulting from any of the following regardless of: (a) the causes of the Volcanic action means direct loss or damage excluded event; or (b) other causes of the loss; or resulting from the eruption of a volcano when (c) any other causes or events, whether or not the loss or damage is caused by: insured under this Policy, which may have (a) Airborne volcanic blast or airborne shock contributed concurrently or in any sequence with waves; the excluded event to produce the loss; or (d) whether the event occurred suddenly or gradually, (b) Ash,dust or particulate matter; or involved isolated or widespread damage, arose from natural or external forces or acts or (c) Lava flow. omissions of man, or occurred as a result of any All volcanic eruptions that occur within any combination of any of the following: 168 hour period will constitute a single B. Section B. EXCLUSIONS exclusion B.1.b. Earth occurrence. Movement deleted in its entirety and replaced by the Volcanic action does not include the cost to following: remove ash, dust or particulate matter that b. Earth Movement does not cause direct physical loss or damage to the Covered Property. (1) Earthquake, including any earth sinking, rising C. Section B. EXCLUSIONS exclusion B.1.g. Water is or shifting related to such event; deleted in its entirety and replaced by the following: (2) Landslide, including any earth sinking, rising g. Water or shifting related to such event; (1) "Flood," surface water, waves, tides, tidal (3) Mine subsidence, meaning subsidence of a waves, overflow of any body of water, man-made mine, whether or not mining activity has ceased; including release of water held by a dam, levy or dike or by a water or flood control device, (4) Earth sinking (other than sinkhole collapse), or their spray, all whether driven by wind or rising or shifting, including soil conditions not; which cause settling, cracking or other (2) Mudslide or mudflow; disarrangement of foundations or other parts of realty. Soil conditions include contraction, (3) Water or sewage that backs up or overflows expansion, freezing, thawing, erosion, from a sewer,drain or sump;or improperly compacted soil and the action of water under the ground surface. (4) Water under the ground surface pressing on, or flowing or seeping through: Also, Earth Movement, as described in (1)through (a) Foundations, walls, floors or paved (4) applies to acts or omissions of man or any surfaces; other cause or combination of causes listed above. But if Earth Movement, as described in (1) (b) Basements,whether paved or not;or through (4)above, results in fire or explosion, and such resulting loss or damage is not otherwise (c) Doors,windows or other openings. excluded, we will pay for the loss or damage But if water, as described in g.(1)through g.(4)above, caused by that fire or explosion. results in fire, explosion, or sprinkler leakage not (5) Volcanic eruption, explosion or effusion. But if otherwise excluded,we will pay for the loss or damage volcanic eruption,explosion or effusion results caused by that fire, explosion, or sprinkler leakage. in fire, building glass breakage or Volcanic SB-300456-A Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 2 (Ed.07/07) SB-300456-A (Ed.07/07) D. Wherever the word "flood" appears in the Commercial areas, whether caused by natural occurrences, acts or Property Coverage Part, it is amended to a defined omissions of man or any other cause or combination of term, as per the following, and is added to the causes. Definitions section of each applicable coverage part. All flooding in a continuous or protracted event will "Flood" means a general and temporary condition of constitute a single flood. partial or complete inundation of normally dry land SB-300456-A Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 2 (Ed.07/07) 596-A CNA S (Ed00/0) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. IDENTITY THEFT/RECOVERY SERVICES ENDORSEMENT IDENTITY THEFT/RECOVERY CASE MANAGEMENT SERVICE AND EXPENSE REIMBURSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM The following changes apply to the Businessowners authorized representative of an "identity recovery Special Property Coverage Form: insured," whether acting alone or in collusion with others. However, this exclusion shall not apply to A. IDENTITY RECOVERY COVERAGE the interests of an "insured" who has no The following is added to Paragraph 5. Additional knowledge of or involvement in such fraud, Coverages: dishonesty or criminal act. We will provide the Case Management Service and 3. Loss other than "identity recovery expenses." Expense Reimbursement Coverage indicated below if 4. An "identity theft" that is first discovered by the all of the following requirements are met: "identity recovery insured" prior to or after the 1. There has been an "identity theft" involving the policy period for which this coverage applies. This personal identity of an "identity recovery insured" exclusion applies whether or not such "identity under this policy; and theft" began or continued during the period of coverage. 2. Such "identity theft" is first discovered by the "identity recovery insured" during the policy period 5. An "identity theft" that is not reported to us within for which this Identity Recovery coverage is 60 days after it is first discovered by the "identity applicable;and recovery insured." 3. Such "identity theft" is reported to us as soon as 6. An "identity theft" that is not reported in writing to practicable but in no event later than 60 days after the police. it is first discovered by the "identity recovery C. LIMITS OF INSURANCE insured." 1. Case Management Service is available as needed If all three of the requirements listed above have been for any one"identity theft"for up to 12 consecutive met, then we will provide the following to the "identity months from the inception of the service. recovery insured": Expenses we incur to provide Case Management Service do not reduce the amount of limit available 1. Case Management Service for Expense Reimbursement coverage. s Services of an "identity recovery case manager" as needed to respond to the"identity theft"; and 2. Expense Reimbursement coverage is subject to a limit of $25,000 annual aggregate per "identity 2. Expense Reimbursement recovery insured." Regardless of the number of Reimbursement of necessary and reasonable claims, this limit is the most we will pay for the total of all loss or expense arising out of all "identity recovery expenses" incurred as a direct result of the"identity theft." "identity thefts" to any one "identity recovery insured" which are first discovered by the "identity This coverage is additional insurance. recovery insured" during a 12-month period B. EXCLUSIONS starting with the beginning of the present annual policy period. If an "identity theft" is first The following additional exclusions are added to discovered in one policy period and continues into Section B.-Exclusions and apply to this coverage: other policy periods, all loss and expense arising from such "identity theft" will be subject to the We do not cover loss or expense arising from any of aggregate limit applicable to the policy period the following: when the"identity theft"was first discovered. 1. Theft of a professional or business identity. a. Legal costs as provided under paragraph d. of 2. Any fraudulent, dishonest or criminal act by an the definition of "identity recovery expenses" "identity recovery insured,"or any person aiding or are part of, and not in addition to the Expense abetting an "identity recovery insured," or by any Reimbursement coverage limit. SB-300596-A Page 1 of 3 (Ed.01/08) SB-300596-A (Ed. 01/08) b. Lost Wages and Child and Elder Care As respects Expense Reimbursement coverage, Expenses as provided under paragraphs e. the "identity recovery insured" must send to us and f. of the definition of "identity recovery within 60 days after our request, receipts, bills or insured" are jointly subject to a sublimit of other records that support his or her claim for $250. per day, not to exceed $5,000. in total. "identity recovery expenses." This sublimit is part of, and not in addition to 2. Services the Expense Reimbursement coverage limit. Coverage is limited to lost wages and The following conditions apply as respects any expenses incurred within 12 months after the services provided by us or our designees to any first discovery of the "identity theft" by the "identity recovery insured" under this "identity recovery insured." endorsement: c. Mental Health Counseling as provided under a. Our ability to provide helpful services in the paragraph g. of the definition of "identity event of an "identity theft" depends on the recovery expenses" is subject to a sublimit of cooperation, permission and assistance of the $1,000. This sublimit is part of, and not in "identity recovery insured." addition to the Expense Reimbursement coverage limit. Coverage is limited to b. All services may not be available or applicable counseling that takes place within 12 months to all individuals. For example, "identity after the first discovery of the "identity theft" recovery insureds" who are minors or foreign by the"identity recovery insured." nationals may not have credit records that can be provided or monitored. Service in Canada D. DEDUCTIBLE will be different from service in the United Case Management Service is not subject to a States and Puerto Rico in accordance with deductible, local conditions. Expense Reimbursement coverage is subject to a c. We do not warrant or guarantee that our deductible of $250. Any one "identity recovery services will end or eliminate all problems insured" shall be responsible for only one deductible associated with an "identity theft" or prevent under this Identity Recovery Coverage during any one future"identity thefts." policy period. 3. Computer Security E. CONDITIONS It is the responsibility of each "identity recovery The following additional conditions are added to insured" to use and maintain his or her computer Section F. — Commercial Property Conditions and system security, including personal firewalls, anti apply to this coverage: virus software and proper disposal of used hard drives. 1. Assistance and Claims F. DEFINITIONS For assistance, the "identity recovery insured" With respect to the provisions of this endorsement should call the Identity Recovery Help Line at 1- only, the following definitions are added to Section G. 877-CNA-ASAP(1-877-262-2727)CNA Claims. —Property Definitions: The Identity Recovery Help Line can provide the "identity recovery insured"with: 1. "Identity Recovery Case Manager" means one or more individuals assigned by us to assist an a. Information and advice for how to respond to "identity recovery insured" with communications a possible"identity theft"; and we deem necessary for re-establishing the b. Instructions for how to submit a service integrity of the personal identity of the "identity recovery insured." This includes, withd the request for Case Management Service and/or permission and cooperation of the "identity a claim form for Expense Reimbursement Coverage. recovery insured," written and telephone communications with law enforcement authorities, In some cases, we may provide Case governmental agencies, credit agencies and Management services at our expense to an individual creditors and businesses. "identity recovery insured" prior to a determination 2. "Identity Theft" means the fraudulent use of the that a covered "identity theft" has occurred. Our social security number or other method of provision of such services is not an admission of identifying an "identity recovery insured." This liability under the policy. We reserve the right to includes fraudulently using the personal identity of deny further coverage or service if, after an "identity recovery insured" to establish credit investigation, we determine that a covered accounts, secure loans, enter into contracts or "identity theft" has not occurred. commit crimes. SB-300596-A Page 2 of 3 (Ed.01/08) SB-300596-A (Ed.01/08) "Identity theft" does not include the fraudulent e. Lost Wages use of a business name, d/b/a/ or any other Actual lost wages of the "identity recovery method of identifying a business activity. insured" for time reasonable and necessarily "Identity theft" does not include the unauthorized taken away from work and away from the use of a valid credit card, credit account or bank work premises. Time away from work account. However, "identity theft" does include includes partial or whole work days. Actual the fraudulent alteration of account profile lost wages may include payment for vacation information, such as the address to which days, discretionary days, floating holidays and statements are sent. paid personal days. Actual lost wages does not include sick days or any loss arising from 3. "Identity Recovery Expenses" means the followingwhen theyare reasonable and time taken away from self employment. Necessary time off does not include time off necessary expenses that are incurred in the to do tasks that could reasonable have been United States or Canada as a direct result of an done during non-working hours. "identity theft": a. Costs for re-filing applications for loans, f. Child and Elder Care Expenses grants or other credit instruments that are Actual costs for supervision of children or rejected solely as a result of an "identity theft." elderly or infirm relatives or dependents of the b. Costs for notarizingaffidavits or other similar "identity recovery insured" during time reasonable and necessarily taken away from documents, long distance telephone calls and such supervision. Such care must be postage solely as a result of your efforts to provided by a professional care provider who report an "identity theft" or amend or rectify is not a relative of the "identity recovery records as to your true name or identity as a insured." result of an "identity theft." c. Costs for up to twelve (12) credit reports from 9 Mental Health Counseling established credit bureaus dated within 12 Actual costs for counseling from a licensed months after your knowledge or discovery of mental health professional. Such care must an"identity theft." be provided by a professional care provider d. Legal Coats who is not a relative of the "identity recovery insured." Fees and expenses for an attorney approved 4. "Identity Recovery Insured" means the by us for: following: (1) Defending any civil suit brought against a. The owner of the entity insured under this an "identity recovery insured" by a policy who meets any of the following criteria: creditor or collection agency or entity $ acting on behalf of a creditor for non- (1) A sole proprietor of the insured entity; payment of goods or services or default on a loan as a result of an "identity theft"; (2) A partner in the insured entity;or and (3) An individual having an ownership (2) Removing any civil judgment wrongfully position of 20% or more of the insured entered against an "identity recovery entity. insured"as a result of the"identity theft." SB-300596-A Page 3 of 3 (Ed.01/08) 849-A CNA S (Ed 007/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW EXCLUSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM A. The following exclusion is added to Section B. B. The following exclusion is added to Section B. EXCLUSIONS of the Businessowners Liability EXCLUSIONS, Paragraph p.Personal And Advertising Coverage Form: Injury: 2. Exclusions 2. Exclusions This insurance does not apply to: This insurance does not apply to: q. Recording And Distribution Of Material Or (15)Recording And Distribution Of Material Or Information In Violation Of Law Information In Violation Of Law "Bodily injury" or "property damage" arising "Personal and advertising injury" arising directly or indirectly out of any action or directly or indirectly out of any action or omission that violates or is alleged to violate: omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or (TCPA), including any amendment of or addition to such law; addition to such law; (2) The CAN-SPAM Act of 2003, including (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such any amendment of or addition to such law; law; (3) The Fair Credit Reporting Act (FCRA), (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to and any amendment of or addition to such law, including the Fair and Accurate such law, including the Fair and Accurate Credit Transaction Act(FACTA);or Credit Transaction Act(FACTA);or (4) Any federal, state or local statute, (4) Any federal, state or local statute, ordinance or regulation, other than the ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that and their amendments and additions, that addresses, prohibits, or limits the printing, addresses, prohibits, or limits the printing, dissemination, disposal, collecting, dissemination, disposal, collecting, recording, sending, transmitting, recording, sending, transmitting, communicating or distribution of material communicating or distribution of material or information. or information. SB-300849-A Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 1 (Ed. 07/09) SB300879C CNA (Ed. 06-16) TECHNOLOGY ERRORS & OMISSIONS LIABILITY COVERAGE FORM THIS INSURANCE IS WRITTEN ON A "CLAIMS" MADE BASIS AND PROVIDES COVERAGE FOR THOSE "CLAIMS" WHICH ARE THE RESULT OF "WRONGFUL ACTS" HAPPENING SUBSEQUENT TO THE RETROACTIVE DATE STATED ON THE DECLARATIONS AND WHICH ARE FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. NO COVERAGE EXISTS FOR "CLAIMS" MADE AGAINST AN INSURED AFTER THE END OF THE POLICY PERIOD UNLESS, AND TO THE EXTENT, AN EXTENDED REPORTING PERIOD APPLIES. "DEFENSE COSTS" REDUCE THE LIMIT OF INSURANCE AND ARE SUBJECT TO A DEDUCTIBLE. Various provisions in this coverage form restrict coverage. Read the entire coverage form carefully to determine rights, duties and what is and is not covered. Throughout this coverage form the words "you" and "your" refer to the Named Insured shown in the Declarations, or other person or organization qualifying as a Named Insured under this coverage form. The words "we," "us" and "our" refer to the Company providing this insurance. The word"Insured" means any person or organization qualifying as such under Section II,WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VIII, DEFINITIONS. I. COVERAGE 1. Insuring Agreement A. We will pay those sums that the Insured becomes legally obligated to pay as "damages" because of a covered "claim" by reason of a "wrongful act" by the Insured or by someone for whom the Insured is legally responsible. B. Vicarious Liability Coverage Any entity you are required by written contract to include as an insured for liability of such entity for an Insured's"wrongful act"is insured under this Policy but solely to the extent that a"claim" is made against it for a "wrongful act," of an Insured and only so long as the written contract is entered into before such "wrongful act" occurs. Any coverage afforded by this Section is subject always to all of the Policy's terms and conditions, provided however: (1) there is no coverage afforded to such entity for its"wrongful acts;"and (2) nothing herein confers any rights or duties to such entity under this Policy, other than as provided in this Section. s C. Assumed Liability You are insured for the tort liability (liability that would be imposed by law in the absence of any contract or $ agreement)of another party that you assume in a written contract or agreement and which is incurred by such third party as a result of your "wrongful act", provided the "wrongful act" gives rise to a "claim" and occurs subsequent to the execution of such contract or agreement. Solely for the purposes of liability assumed by you in such contract or agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be"damages", provided: (1) liability to such party for, or for the cost of, that party's defense has also been assumed in such contract or agreement; and (2) such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which"damages"to which this insurance applies are alleged. Any coverage afforded by this Section is subject always to all of the Policy's terms and conditions. D. How This Insurance Applies We will pay in accordance with paragraphs A., B.and C.above only if: (1) The"wrongful act"takes place in the"coverage territory;" SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 1 of 12 CNA SB300879C (Ed.06-16) (2) The"wrongful act"occurs after the Retroactive Date shown in the Declarations and prior to the end of the policy period; (3) A"claim" is first made against an Insured during the policy period or any applicable Extended Reporting Period and reported to us, in accordance with Section IV, CONDITIONS, paragraph 2, Duties in the Event of a "Claim;"and (4) Prior to the inception date of this Coverage Form or the first such Coverage Form issued and continuously renewed by us, of which this Coverage Form is a renewal,whichever is earlier, a. no"executive officer"knew of any circumstances which might have resulted in a"claim;"and b. the "wrongful act," or any "related wrongful act" has not been the subject of any notice given under any prior coverage form. Subject to any applicable limit of insurance, we will also pay "defense costs" in connection with such covered"claim"in accordance with paragraph E.below. E. Defense (1) Defense We have the right and duty to defend all "claims," even if the allegations are groundless, false or fraudulent. We shall have the right to appoint counsel and to make such investigation and defense of a "claim" as we deem necessary. Alternatively we may, at our option, give our written consent to the defense of any such "claim" by the Insureds. If a "claim" is subject to an arbitration proceeding or mediation proceeding, we shall be entitled to exercise all of the Insured's rights in the choice of arbitrators or mediators and in the conduct of an arbitration or mediation proceeding involving such "claim." Our obligation to defend any "claim" or pay any "damages" or "defense costs," shall be completely fulfilled and extinguished if the limit of insurance has been exhausted. The Insureds shall not admit liability, consent to any judgment, agree to any settlement or make any settlement offer without our advance written consent, such consent not to be unreasonably withheld. We shall not be liable for any "damages" or "defense costs" to which we have not consented. The Insureds agree that they shall not knowingly take any action which increases our exposure for "damages" or "defense costs"under this Policy. (2) Valuation All premiums, limits, retentions, "damages" and other amounts under this policy are expressed and payable in United States of America currency. If any judgment, settlement or any part of "damages" is expressed or calculated in any other currency, payment of such "damages" due under this Policy will be made in the currency of the United States of America, at the rate of exchange published in The Wall Street Journal on the date our obligation to pay such "damages"is established, or, if not published on that date, on the date of next publication. F. Mediation If, prior to institution of arbitration proceedings or service of suit or within 60 days of the institution of such proceedings or service of suit, you agree to use a process of non binding intervention by a neutral third party to resolve any"claim" reported to us, and if such "claim" is resolved through such process, we will reduce the deductible applicable to such"claim"by fifty percent or ten thousand dollars($10,000.00),whichever is less. G. Pre-"Claim" Assistance Until the date a "claim" is made, we may pay for all costs or expenses we incur, at our sole discretion as a result of investigating a potential"claim"that an Insured reports in accordance with Section IV. CONDITIONS, paragraph 3., Duties in the Event of a Potential "Claim." Should a potential "claim" be investigated pursuant to this Section, and that potential "claim" later becomes a covered "claim" under this Coverage Form,then the limits of insurance and the deductible applicable to such"claim"shall apply to such "claim." H. Expenses of the Insured In addition to the Limit of Insurance,we will pay,with respect to any"claim," all reasonable expenses incurred by the Insured at our request to assist us in the investigation or defense of the"claim," including actual loss of earnings up to$1000.00 a day because of time off from work. SB300879C Ed.(06-16) Copyright,CNA All Rights Reserved. Page 2 of 12 SB300879C CNA (Ed.06-16) These payments will not reduce the limits of insurance nor erode any deductible. I. Multiple Claims More than one"claim"involving the same "wrongful act" or"related wrongful acts" shall be considered as one "claim"which shall be deemed made on the earlier of: (1) the date on which the earliest such"claim"was first made;or (2) the first date valid notice was given by you to us under this coverage form or under any prior coverage form of any"wrongful act"or any"related wrongful act." 2. Exclusions The insurance does not apply to any"claim:" Assumed Liability based upon or arising out of any assumption of the liability of others under any contract or agreement, except that this exclusion does not apply to liability arising under Section I. COVERAGE, paragraph 1. Insuring Agreement, part B.Vicarious Liability Coverage or part C.Assumed Liability; Bodily Injury/Property Damage for any actual or alleged: bodily injury (including death), sickness, disease, emotional distress, mental anguish, of any person, or"property damage;" Claims by Insureds by or on behalf of any Insured in any capacity provided, however that this Exclusion shall not apply to: A. any "claim" that is in the form of a crossclaim, third-party claim or otherwise for contribution or indemnity, which is part of and results directly from a "claim"which is not otherwise excluded under this Coverage Form; or B. any"claim" brought or maintained by or on behalf of a bankruptcy or insolvency trustee, examiner, liquidator, receiver or rehabilitator for you or any assignee of such trustee,examiner, liquidator, receiver or rehabilitator; Deliberate Acts/Commingling or Misappropriation of Funds based upon or arising out of any actual or alleged: dishonest, fraudulent, criminal or malicious act or omission; commingling, misappropriation or misuse of funds; or intentional wrongdoing or knowing violation of any contract or agreement by you or on your behalf if a final judgment, ruling or other finding of fact in any proceeding establishes that such act, omission, commingling, misappropriation, misuse or intentional wrongdoing was committed. We will not defend any criminal act which was the subject of a criminal prosecution in which the Insured was found guilty or pleaded guilty, nolo contendere or no contest. Criminal proceedings are not covered under this Policy regardless of the allegations made against any Insured. For purposes of determining the applicability of this Exclusion: A. the facts pertaining to and knowledge possessed by any natural person Insured shall not be imputed to any other natural person Insured; and B. only facts pertaining to and knowledge possessed by any"executive officer"shall be imputed to you; ERISA or any Similar Act for any actual or alleged violation of the responsibilities, obligations or duties imposed upon fiduciaries by "ERISA or any Similar Act;" Governmental Actions by or on behalf of any federal, state or local government, including, but not limited to: A. the Federal Trade Commission; or B. the Federal Communications Commission; Except if such"claim" is brought by or on behalf of such government in its capacity as your customer; SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 3 of 12 CNA (Ed. 6B3300879 C Owned Entity by any entity not named in the Declarations if,at the time of the"wrongful act"giving rise to such "claim:" A. any Insured controlled,owned, operated or managed such entity;or B. any Insured was a director, officer or"employee"of such entity. For the purpose of this exclusion, a 10%or more owner of the voting stock of a publicly held corporation or a 50% or more owner of the voting stock of a privately held corporation shall be deemed to own such entity; Patent Infringement/Trade Secrets based upon or arising out of actual or alleged misappropriation or infringement of patent or trade secret; Pollution/Nuclear based upon, directly or indirectly arising out of or in any way involving: any nuclear reaction, radiation or contamination, or any actual, alleged or threatened discharge, release, escape, or disposal of, or exposure to, "pollutants"; any request, direction or order that any of the Insureds test for, monitor, clean up, remove, contain, treat,detoxify, neutralize or in any way respond to or assess the effect of"pollutants"or nuclear reaction, radiation or contamination, or any voluntary decision to do so; or any actual or alleged "property damage," or bodily injury, sickness, disease or death of any person, or financial loss to you, your security holders, or your creditors resulting from any of the aforementioned matters; Professional Capacity based on or arising out of a "wrongful act"in the Insured's capacity as: A. a lawyer; B. an accountant; C. an architect or engineer;; D. a civil or structural engineer; E. a third party administrator or actuary; F. an insurance agent, broker,company,consultant or representative; or G. a real estate agent or broker; or in the Insured's provision of "medical services." As used herein, "medical services" means dental, medical, mental, nursing, surgical, imaging or other similar services performed by a medical intern, resident, technician, nurse, physician or other medical professional, or the furnishing of food, beverages or medications in connection with such services, or the postmortem handling of bodies; "Proprietary Injury"P'Personal Injury" for any actual or alleged"proprietary injury;"or"personal injury;" Price Discounts/Games of Chance based upon or arising out of price discounts, prizes, awards, lotteries, sweepstakes,contests or games of chance; Securities Claims based upon or arising out of: A. the filing of any registration statement under the Securities Acts of 1933, or the Securities Exchange Act of 1934,any State Blue Sky Law,or any other state or local securities law; or B. the Securities Act of 1933, the Securities and Exchange Act of 1934, rules or regulations of the Securities Exchange Commission under either or both acts, similar securities laws or regulations of state, or any laws of any state relating to any transaction arising out of, involving, or relating to the public offering of securities; Unfair Competition/Antitrust Claims/RICO Claims based upon or arising out of: A. unfair competition, dilution, deceptive trade practices,civil actions for consumer fraud; SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 4 of 12 SB300879C CNA (Ed.06-16) B. charges of price fixing, monopolization or restraint of trade; C. any actual or alleged violation of: (1) the Federal Trade Commission Act; (2) the Sherman Act, the Clayton Act, or any federal statutory provision regarding anti-trust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade; (3) the Racketeer Influenced and Corrupt Organizations Act;or (4) any rules or regulations promulgated under or in connection with the above statutes, or any similar provision of any state,federal or local statutory law or common law; D. false or deceptive advertising or misrepresentation in advertising; Unsolicited Communication based upon or arising out of: A. any actual or alleged violation of any federal or state anti-spam statute or regulation, including the CAN- SPAM Act of 2003,as amended;or B. any actual or alleged violation of any federal or state statute or regulation prohibiting the dissemination of unsolicited electronic communications to multiple third parties, including any violation of the Telephone Consumer Protection Act of 2001,as amended; WithdrawalRecall for any costs or expenses incurred by any Insured,or others: A. for the recall, removal, disposal or withdrawal of "your products" or any products which incorporate "your product"or"your work;"or B. to repair, replace, upgrade, supplement, improve, or complete "your product," or any products which incorporate"your product"or"your work." However,this exclusion shall not apply to"claims"for the loss of use of"your product." Wrongful Employment Practice/Discrimination/Harassment based upon or arising out of any actual or alleged employment practice,discrimination, humiliation, harassment or misconduct that includes, but is not be limited to, "claims" based upon an individual's race, creed, color, age, sex, national origin, religion, handicap, marital status or sexual preference. II. WHO IS AN INSURED You are an Insured. In addition,the following persons or entities are Insureds: 1. any person who, during the policy period, is your partner, officer, director, member, "manager" or"employee" but, $ with respect to"your work,"only when such services are performed on your behalf; 2. any of your former partners, officers, directors, members, "managers" or "employees" but with respect to "your work,"only for such services performed on your behalf at the time of such affiliation; 3. any independent contractor, but only while acting within the scope of a contract and only with respect to "claims" alleging"damages"resulting from"your products"or"your work;" 4. any entity, other than a joint venture or partnership, not listed as Named Insureds on the Declarations, if, at the effective date of this Policy,you owned a 51%controlling ownership interest in such entity; 5. If, after the effective date of this Policy: 1. you create or acquire an entity, or 2. you merge with another entity such that you are the surviving entity, then such entity, and any subsidiaries, partners,officers, directors, members, "managers"or"employees" of such organization who otherwise would thereby become an Insured, shall be automatically covered under this Policy, subject to its terms and conditions, provided, however coverage does not apply to any "wrongful acts" committed before you acquired or formed the entity. SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 5 of 12 CNA SB300879C (Ed.06-16) III. LIMITS OF INSURANCE AND DEDUCTIBLE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: A. Insureds; B. "claims"made; or C. persons or organizations making "claims." 2. The Aggregate Limit shown in the Declarations is the most we will pay for the sum of "damages" and "defense costs"for all "claims"to which this insurance applies. 3. Subject to 2.above,the Each Claim Limit shown in the Declarations is the most we will pay for all "damages"and "defense costs"for any one"claim"to which this insurance applies. 4. Each payment we make for"damages"or"defense costs"reduces the Limits of Insurance. 5. We shall not be obligated to pay any"damages"or"defense expenses" or defend any "claim" after the applicable Limit of Insurance (as specified in the Declarations) has been exhausted by payment of "damages" or "defense costs,"or any combination thereof. 6. Deductible Our obligation under this coverage to pay "damages" and "defense costs" applies only to the sums in excess of any deductible amount stated in the Declarations. The deductible amount is applicable to each"claim." The deductible amount will be the amount stated in the Declarations for each"claim." We may pay any part or all of the deductible amount to effect settlement of any "claim" and, upon notification, you shall promptly reimburse us for such deductible amount as has been paid by us. The Limits of Insurance of this Coverage Form apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. IV. CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the Insured's estate will not relieve us of our obligations under this Coverage Form. 2. Duties in the Event of a "Claim" A. The Insured must, as a condition precedent to our obligations under this Policy, give us written notice of any "claim"as soon as reasonably practicable after the Chief Executive Officer, Chief Financial Officer, President or Risk Manager learns of such "claim," but in no event later than ninety (90) days following the end of the policy period or any renewal policy period in a continuous, uninterrupted series of renewals. B. The Insured must: (1) immediately forward all documents received in connection with the"claim"to us; (2) fully cooperate with us or our designee in the investigation, the making of settlements, the conduct of suits or other proceedings, or enforcing any right of contribution or indemnity against another who may be liable to the Insured in connection with a "claim;" (3) attend depositions, hearings and trials; (4) assist in securing and giving evidence obtaining the attendance of witnesses; and (5) refuse, except at the Insured's own cost, to admit any liability, assume any "damages," voluntarily make any payments,or incur any"defense costs." SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 6 of 12 CNA (Ed.SB300879C 3. Duties in the Event of a Potential "Claim" If,during the policy period, the Insured becomes aware of a "wrongful act"that may reasonably be expected to be the basis of a "claim"against the Insured, and provides us with a written notice stating the reasons for anticipating a"claim,"with full particulars, including but not limited to: A. the specific"wrongful act;" B. the dates and persons involved; C. the identities of anticipated or possible claimants; D. the circumstances by which you first became aware of the potential "claim." then any"claim"that is subsequently made against an Insured and reported to us shall be deemed to have been made at the time such written notice was received by us. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: A. To join us as a party or otherwise bring us into a"claim"against an Insured;or B. To sue us under this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an Insured obtained after an actual trial, but we will not be liable for "damages" that are not payable under the terms of this Coverage Form or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the Insured and the claimant or the claimant's legal representative. 5. Representations By accepting this Coverage Form you agree: A. The statements contained in the application for this Coverage Form are accurate and complete;and, B. We have issued this Coverage Form in reliance upon your representations. 6. When We Do Not Renew If we decide not to renew this Coverage Form, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 60 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 7. Economic and Trade Sanctions In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy is void from its inception with respect to any term or condition that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: A. Any Insured, or any person or entity claiming the benefits of an Insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to U.S. economic or trade sanctions; B. Any claim that is brought in a Sanctioned Country or by a Sanctioned Country Government, where any action in connection with such claim is prohibited by U.S. economic or trade sanctions; C. Any claim that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to U.S.economic or trade sanctions; D. Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country Government, where any activities related to such property are prohibited by U.S. economic or trade sanctions; or E. Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity that is otherwise subject to U.S. economic or trade sanctions. As used in this Policy a Specially Designated National or Blocked Person is any person or entity that is on the list of Specially Designated Nationals and Blocked Persons issued by the U.S. Treasury Department's Office of Foreign Asset Control (O.F.A.C.)as it may be from time to time amended. SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 7 of 12 CNA SB300879C As used in this Policy a Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States of America. V. EXTENDED REPORTING PERIODS 1. We will provide one or more Extended Reporting Periods, as described below, if: A. This Coverage Form is canceled or not renewed by either party for any reason except non-payment of the premium;or B. We renew or replace this Coverage Form with insurance that: (1) Has a Retroactive Date later than the date shown in the Declarations of this Coverage Form;or (2) Does not apply to"damages"on a"claims"-made basis. 2. Extended Reporting Periods do not extend the policy period or change the scope of coverage provided. They apply only to "claims" made against an insured and reported to us during the Extended Reporting Period for "wrongful acts" that occur after the Retroactive Date shown in the Declarations and before the end of the policy period. Once in effect, Extended Reporting Periods may not be canceled. 3. An Automatic Extended Reporting Period is automatically provided without additional charge. This period starts with the end of the policy period and lasts for 90 days after the policy period. "Claims" first made against an insured and reported to us during the Automatic Extended Reporting Period in accordance with Section IV., paragraph 2. Duties in the Event of a "Claim,"will be deemed to have been reported on the ending date of this policy. The Automatic Extended Reporting Period will not reinstate or increase the Limits of Insurance. The Automatic Extended Reporting Period does not apply to "claims" that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such "claims." 4. A Supplemental Extended Reporting Period is available, but only by an endorsement and for an extra charge. This supplemental period, if purchased, will run concurrently with the automatic Extended Reporting Period set forth in paragraph 3.above. You must give us a written request for the endorsement within 90 days after the end of this policy period. The Supplemental Extended Reporting Period will not go into effect unless you pay the additional premium promptly when due. The additional premium for the Supplemental Extended Reporting Period is a percentage of the total policy premium for this coverage part attributable to the policy period in effect upon such cancellation or nonrenewal. For a one year extension, the premium equals seventy five percent (75%) of such total policy premium;for a two year extension, the additional premium equals one hundred and twenty five percent (125%) of such total policy premium; and for a three year extension, the additional premium equals one hundred and fifty percent(150%)of such total policy premium. The Supplemental Extended Reporting Period will not reinstate or increase the Limits of Insurance. We will determine the additional premium in accordance with our rules and rates. VI. "TAKEOVER" OF FIRST NAMED INSURED In the event of a "takeover" of the first Named Insured, coverage under this Policy shall continue until this Policy is otherwise terminated, but only with respect to "wrongful acts" that take place before the effective date of the "takeover,"unless: 1. we are notified in writing of the"takeover" prior to the "takeover" effective date and we agree in writing to provide coverage for"wrongful acts"occurring on or after such effective date,and 2. you accept any special terms,conditions,exclusions or additional premium charge required by us. VII. ESTATES The estates, heirs,legal representatives and any"domestic partner"of a natural person Insured shall be insured under this Policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and "domestic partners" only for a "claim" arising solely out of their status as such and, in the case of a "domestic partner," where such"claim"seeks"damages"from marital community property,jointly held property or property transferred from such Insured to the "domestic partner." No coverage is provided for any act, error or omission of an estate, heir, legal representative or"domestic partner."All terms and conditions of this Policy, including without limitation the deductible, SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 8 of 12 SB300879C CNA (Ed. 06-16) applicable to"damages"or"defense costs" incurred by the Insured shall also apply to "damages" and "defense costs" incurred by such estates, heirs, legal representatives,assigns and"domestic partners." VIII. DEFINITIONS "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products,or services for the purpose of attracting customers or supporters. For the purposes of this definition: 1. Notices that are published include material placed on the Internet or on similar electronic means of communication; and 2. Regarding web-sites, only that part of a web-site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. "Claim"means: 1. a written demand for monetary damages or non-monetary relief (including demands for injunctive or declaratory relief) against an Insured alleging a "wrongful act," which "claim" shall be deemed made on the date of the Insureds'receipt of such written demand;or 2. a written request received by the Insured to toll or waive a statute of limitations in connection with a "claim" as defined in paragraph 3. below. Such "claim" shall be deemed made on the date of the Insureds' receipt of such written request; 3. a civil proceeding in a court of law or equity or any alternative dispute resolution proceeding; against an Insured, alleging a "wrongful act," including any appeal therefrom. Such "claim" shall be deemed made on the earliest of the date of service upon or other receipt by any Insured of a complaint, written notice of subpoena, or similar document of service in such proceeding, or arbitration. However, a "claim"does not include any criminal proceeding, criminal administrative or criminal regulatory proceeding or criminal investigation or informal civil investigation. "Coverage territory" means anywhere in the world. "Damages" means awards, settlements,judgments (including any award of pre judgment and post judgment interest on a covered judgment) and "defense costs" for which any Insured is legally obligated to pay on account of a covered "claim." However, "damages"does not include: 1. any amount for which an Insured is absolved from payment by reason of any covenant, agreement or court order; 2. any matters which are uninsurable under the law pursuant to which this Policy shall be construed; 3. civil or criminal fines, penalties, taxes, sanctions or forfeitures, imposed on an Insured whether pursuant to law, statute, regulation; 4. fees, costs and expenses paid or incurred or charged by any Insured, no matter whether claimed as restitution of specific funds, financial loss, set-off or paid in the form of service credits or other non-cash consideration by the Insured; 5. liquidated damages pursuant to a written contract or agreement in excess of the Insured's liability caused by the "wrongful act;" 6. funds, monies, or securities that an Insured transferred or failed to transfer; 7. the cost of any non-monetary relief, including without limitation any costs associated with compliance with any injunctive relief of any kind or nature imposed by any judgment or settlement; or 8. the fees,costs and expenses, including refund of any money, incurred to comply with a warranty or guarantee. Notwithstanding paragraph 2. above, "damages" shall include (subject to this Policy's other terms, conditions and limitations), punitive and exemplary damages and the multiplied portion of multiplied awards. Enforceability of this paragraph shall be governed by such applicable law that most favors coverage for such punitive, exemplary and multiplied amounts. As used herein, "applicable law" means the law of any of the following jurisdictions: A. where the"claim"seeking such"damages"is brought or where such"damages"are awarded or imposed; B. where the"wrongful act"giving rise to the"claim"occurred; SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 9 of 12 CNA (Ed 0679) C. where the Insureds, subject to such "damages," are incorporated, have their principal place of business or reside; or D. where we are incorporated or have our principal place of business. "Defense Costs" means: 1. all fees charged by attorneys designated by us; 2. all reasonable and necessary: A. fees charged by attorneys designated by you with our written consent; and B. fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a "claim" if incurred by us, or by an Insured with our written consent, including the costs of appeal, attachment or similar bonds.We have no obligation to provide such bonds. However, "defense costs" does not include salaries, wages, fees, overhead or benefit expenses associated with your directors, officers, employees, nor do "defense costs" include any fees or expenses of any third party contractors hired by an Insured to assist in any defense related activity. "Domestic Partner" means any spouse and any person qualifying as a domestic partner under any federal, state or local laws or under your employee benefit plans. "Employee" means all your past, present or future full-time or part-time employees, including seasonal and temporary employees and employees leased or loaned to you. "Employee"does not include any independent contractor. "ERISA or any Similar Act" means the Employee Retirement Income Security Act of 1974, as amended or any similar common or statutory law of the United States, Canada or their states, territories or provinces or any other jurisdiction anywhere in the world. "Executive Officer" means any of your past, present or future: 1. duly elected or appointed directors,officers, trustee governors or"managers;" 2. management committee members if you are a joint venture;or 3. officials, if you are organized and operated in a "foreign jurisdiction,"who are holding a position that is equivalent to an executive officer position listed in 1.above. "Foreign Jurisdiction" means any jurisdiction,other than the United States or any of its territories or possessions. "Manager" means any manager, member of the Board of Managers or equivalent "executive officer" of yours if you are a limited liability company. "Management Control" means: 1. owning interests representing more than 50%of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; the management committee members of a joint venture; or the members of the management board of a limited liability company;or 2. having the right, pursuant to written contract or your by-laws, charter, operating agreement or similar documents, to elect, appoint or designate a majority of the Board of Directors of a corporation; the management committee of a joint venture; or the management board of a limited liability company. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. "Personal Injury" means injury, including consequential "bodily injury," arising out of one or more of the following offenses: 1. False arrest,detention or imprisonment; 2. Malicious prosecution; 3. The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies,committed by or on behalf of its owner, landlord or lessor; 4. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services;or SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 10 of 12 SB300879C CNA (Ed.06-16) 5. Oral or written publication, in any manner, of material that violates a person's right of privacy. "Pollutants" means any substance exhibiting hazardous characteristics as is or may be defined or identified on any list of hazardous substances issued by the United States Environmental Protection Agency or any state, local or foreign counterpart. "Pollutants" also means, without limitation, any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste (including materials to be recycled, reconditioned or reclaimed), as well as any air emission, odor, waste water, oil or oil products, infectious or medical waste,asbestos,or asbestos products or any noise. "Property Damage"means: 1. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or 2. loss of use of tangible property that is not physically damaged which is caused by an "occurrence;" however, this paragraph 2.shall not apply to telecommunication services. Tangible property does not include electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. "Proprietary Injury" means: 1. plagiarism or misappropriation of ideas; 2. infringement or misappropriation of copyright, title, slogan, trademark, trade name, trade dress, service mark or service name, including, infringement of copyright on software,computer code and computer firmware; 3. infringement or interference with the rights of publicity; 4. the use of another's advertising idea in your"advertisement;"or 5. infringement of another's copyright,trade dress or slogan in your"advertisement." "Related Wrongful Acts" means any "wrongful acts" which are logically or causally connected by reason of any common fact,circumstance, situation,transaction or event. "Takeover" means: 1. the acquisition by another entity or person, or group of entities or persons acting in concert,of: A. the"management control"of the first Named Insured; or B. assets of first Named Insured resulting in the ownership of more than 50%of the total consolidated assets of the first Named Insured as of the date of the first Named Insured's most recent audited consolidated financial s statement prior to such acquisition; 2. the merger of the first Named Insured into another entity such that first Named Insured is not the surviving entity; $ or 3. the consolidation of the first Named Insured with another entity. "Wrongful Act"means any actual or alleged act,error, omission, neglect or breach of duty:" 1. committed solely in the conduct of"your work,"or 2. resulting in the failure of"your product"to perform the function or serve the purpose intended. "Your product" 1. means: A. any goods or products,other than real property, manufactured, sold, handled, distributed or disposed of by: (1) you; (2) others trading under your name;or (3) a person or organization whose business or assets you have acquired; and SB300879C Ed.(06-16) Copyright, CNA All Rights Reserved. Page 11 of 12 CNA (Ed.0679) B. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. 2. includes: A. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product;"and B. the providing of or failure to provide warnings or instructions. "Your work" 1. means: A. work or operations performed by you or on your behalf; and B. materials, parts or equipment furnished in connection with such work or operations. 2. includes: A. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your work;"and B. the providing of or failure to provide warnings or instructions. IN WITNESS WHEREOF,we have caused this Coverage Form to be executed by our Chairperson and Secretary, but this Coverage Form shall not be binding upon us unless completed by the attachment of the declarations and executed by our duly authorized representative. PeoVIA:41,0 Sa2r—i—klAz -1AA-z2--- Chairman Secretary SB300879C Ed.(06-16) Copyright,CNA All Rights Reserved. Page 12 of 12 PROFESSIONAL SERVICES AGREEMENT for Post-Go-Live Transition Services between : '�F SEA( B Af hi i'/\_*%Z"CI RgWiel #.I 110 , 005 Z 444,COUN l i ,..__ City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & Holistic System Integration Solutions P.O. Box 6313 La Quinta, CA 92248 (760) 861-6532 This Professional Service Agreement ("the Agreement") is made as of August 26, 2024, to be effective as of September 1, 2024 (the "Effective Date"), by and between Holistic System Integration Solutions ("Consultant"), a sole proprietorship, and the City of Seal Beach ('`City"), a California charter city, (collectively, the Parties"). RECITALS A. City desires certain professional services for post-go-live for Tyler Enterprise, Permitting and Licensing software system. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide information technology services. C. Consultant represents that the principal members of its firm are qualified professionals and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services (collectively "Services") set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's 2 of 19 work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1 The term of this Agreement shall commence on September 1, 2024 and shall remain in full force and effect until November 30, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Consultant's Compensation 3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of $5,000 (five thousand dollars) for the Original Term. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement. 3 of 19 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Angelica Zarco is the Consultant's primary representative for purposes of this Agreement. Angelica Zarco shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Holistic System Integration Solutions P.O. Box 6313 La Quinta, CA 92248 Attn: Angelica Zarco 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Consultant and all of Consultant's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 4 of 19 certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision. Consultant will determine the means, methods, and details by which Consultant's employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Consultant's employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and 5 of 19 subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Consultant shall indemnify and hold harmless City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, 6 of 19 damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnification and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Confidentiality 11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively "Data & Documents") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary," provided Consultant gives City notice of such court order or subpoena. 11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 11.3. Consultant's covenants under this Section shall survive the termination or expiration of this Agreement. 12.0 Ownership of Documents and Work Product 12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. All Data & Documents shall be considered "works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be 7 of 19 and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one. 12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement. 12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 8 of 19 14.0 Prohibition Against Assignment or Delegation Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, "assignment" and "delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs. 15.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 9 of 19 17.0 Insurance 17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; 17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).. 17.2.3. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; 17.2.4. Professional Liability (or Errors and Omissions) Liability. , within minimum limits of $1,000,000 per claim/aggregate. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.2.5 Cyber Security & Privacy Liability Insurance. Service Provider shall procure and maintain Cyber Security and Privacy Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 general aggregate which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and 10 of 19 regulatory fines arising from such theft, dissemination, or use of confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software) required under the contract for Service Provider to properly perform the services intended. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep- linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services. If coverage is maintained on a claims- made basis, Service Provider shall maintain such coverage for an additional period of three (3) years following termination of the contract. Required Endorsements — a 30-day notice of cancellation. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 17.4. Additional Insured. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior 11 of 19 written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials; 17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected and appointed officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; 17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City. 17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant's expense, the premium thereon. Consultant shall promptly reimburse 12 of 19 City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant's liability or as full performance of Consultant's duty to indemnify City under Section 18.0. 17.13. Broader Coveraqe/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including 13 of 19 but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Consultant's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the 14 of 19 acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees. 18.5. Survival of Terms. Consultant's indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Non-Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 20.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 21.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 22.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 15 of 19 23.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 24.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach. 25.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 26.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. 27.0 Prohibited Interests; Conflict of Interest 27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 16 of 19 27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 28.0 Final Payment Acceptance Constitutes Release The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents. 29.0 Corrections In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 17 of 19 30.0 Non-Appropriation of Funds Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's Services beyond the current fiscal year, this Agreement shall cover payment for Consultant's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 31.0 Mutual Cooperation ,'" ;� � - u� { .1 • �. 31.1. Citv's Cooperation. City shall prbvjde Cohsul an with al pe inent Data, documents and other requested information as is reasonably avarfa le for Consultant's proper performance of the Services required under this Agreement. 31.2. Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 32.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 33.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 34.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 35.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that 18 of 19 by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT: Holistic Systems • Integration Solutions, a Sole ( , it Proprietorship By: J'IF'. Ingram, City Manage By: Name: Angelica Zarco Its: President Attest: (Please note, two signatures required '' for corporations pursuant to California By: \.�; r g A Corporations Code Section 313 from oria I. Harp: , i y Clerk each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the Approved as to Form: secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) By: Nicholas Ghirelli, City Attorney PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 19 of 19 EXHIBIT A Consultant's Proposal '‘) , v ". 1.11/71 HOLISTIC '.',t.M I NtF•:4At-ON i.)t of TANS 114111, . y ` 'fie Nal 4.....4011100, .` orm ' c Illifir off►, ` .1.--"' ' - _ - ii ti. idiAieiii;i:i/iil:d011$11•t:11'ae1 a .1� .w.w+-*` 4 ' .. e. 41111 yr. Proposal: City of Seal Beach Consulting Assistance for Implementation of Tyler's EnerGov Civic Services Software Angelica Zarco f SEAL••• e`• P O Box 6313 %'�O e�'9 e` La Quinta, CA. 92248 V� _��►_ %. 1111 y 0 i i Office (760) 861-6532 Z —. . • %i azarco@holisticsystemint.com _ cq — ‘ . •'< /FOR.NP www.holisticsystem-int.com Page 1 SCOPE OF WORK Provide continued Implementation support of Tyler's, Enterprise Permitting and Lisencing software system to include the following: • Configuration/Business Process Integration • • Workflow Development • Fee Schedule/Structure configuration • System Reports Development Coordination (Forms/Documents/Reports) • GIS Coordination • Testing • Data mapping guidance for data migration • Develop Standard Operating Procedures (SOP's) • Develop Training materials • Conduct Staff training • Ticket creation to report system issues. monitoring and follow through to resolution • Conduct one-on-one and/or group sessions with City staff • Remote support services via phone/video conference • On-site project management/support services—To be scheduled and agreed upon between City and HSIS • Electronic Plan Review Implementation/integration • Develop Process/Project Action Team's to accomplish project goals Optional Services • Attend bi-weekly team meeting(s)via phone/video conference • SQL/Cognos/Crystal Report Writer services O Coordinate temporary services to be directly contracted by City • GIS Consultant Coordinate temporary services to be directly contracted by City Page 3 Holistic System Integration Solutions Experience CITY OF SAN CLEMENTE The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions to supplement their efforts during a staff transitional period and implementation/integration of a new GIS module. Holistic's ability to provide uninterrupted services while implementing a complex GIS module to their existing land management system resulted in a successful partnership. Services provided to the City included the following: • Review, analysis, coordination, testing and implementation of a new GIS module to their existing land management system. • Review, analysis, coordination and validation of the City's, County and Fire GIS data and migration into existing land management system. • Developed Standard Operating Procedures for City Staff use at implementation. • Developed roadmap and made recommendations to implement electronic plan review. • Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger program. • Provided configuration and system support services: CITY OF MEDFORD (OR) "Holistic quickly became a critical element to a successful implementation of a complex system for the City of Medford. The knowledge and resources provided were extremely hardworking and competent. We could not have achieved success without these resources." -Barbara Madruga The City of Medford procured Holistic System Integration Solutions to assist them with a complex implementation of a new software system just three months prior to their scheduled Go-Live date. Holistic addressed and fast-tracked resolutions for concerns surrounding their anticipated Go-Live schedule. Our assistance lead to a successful implementation. Services provided to the City included the following • Conducted analysis of project timeline and task evaluation, identified critical stops and developed plan of action to accomplish scheduled tasks for successful Go-live. • Conducted business process and workflow analysis, made recommendations for streamlining and standardizing opportunities and configured in system. • Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration adjustments in accordance with desired workflows and business processes. • Conducted data migration analysis and developed streamlined methods for mapping and migration to new system. • Conducted GIS analysis and made recommendations for effective system implementation • Developed SOPs and conducted training to staff in all modules • Implemented mobile inspection platform and conducted training for inspection staff • Made recommendations for system preparedness and roll-out to public Page 5 Angelica Zarco - Project Manager/President, Holistic SIS Business Process Review. Workflow Development, Streamlining and • Standardizing for Improved Business Continuity, Configuration, SOP Development &Training • Certifications Intermediate Project Management-Microsoft Project: Lean Six Sigma—Lean Management Angelica has 14 years of municipal government experience with 10+ years directly related to Community Development. She was also employed as a Project Manager for 3 years with a major Southern California land development company where she managed large-scale tract home development projects. Her experience in both public and private land development sectors has granted her a unique perspective to the land management software implementation and integration process. She is able to utilize her knowledge and experience from behind both sides of the counter to accurately. efficiently and effectively interpret and deploy land management systems based on the critical business needs of cities and customers alike. Angelica was responsible for the successful implementation of the City of La Quinta's Design and Development Department's land management system. which included Permit, Project, Business License, AEC and GIS modules. She also implemented electronic plan review, mobile inspection and the eTRAKiT online platform which consisted of 82 land development application types. Angelica developed methods to successfully measure key performance indicators for business process and system performance. The implementation process included: • Establishing comprehensive strategic plans for implementation / integration of the Department's software system and various project initiatives including protect budgets and schedule development /adherence. • Managing, assigning, and directing activities of various Project Action Teams(PAT's) • Developing, configuring, and implementing the City's TRAKiT software system • Conducting stakeholder workshops for eTRAKiT online permitting software. • Working with City Staff to understand their business processes, developing process workflows, and identifying process improvement opportunities prior to their integration into TRAKiT. • Developing and implementing standard operating procedures (SOPs) and user manuals, as well as City policies and best management practices (BMP's) • Conducting effective staff training utilizing SOP's and effective training materials Page 7 EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. Lipi- HOLISTIC i Y S T F M I N T F 3 A T O N S O L J T I O N S w ..tt14 ,� p l 'M M4�la . ^ _ _..-Far.M'. _+,r .11114111 --... ........1."... - .... + tl"z ' "`• tea ,..� ,P M.,...ram""-- g Proposal: City of Seal Beach Consulting Assistance for Implementation of Tyler's EnerGov Civic Services Software Angelica Zarco r SEAL ''.. F P.O. Box6313 O _ 4 \ La Quinta, CA. 92248 V� , _\r-=90) Office (760) 861-6532 , S azarco@holisticsystemint.com �'.. ,4�'cq�/FORI°4 www.holisticsystem-int.com '"' Page 1 August 22, 2024 Alexa Smittle Community Development Director City of Seal Beach, California asmittle@sealbeachca.gov RE: Consulting services for post-implementation support of Tyler's EnerGov, Community Development Software System Dear Ms. Smittle, Holistic System Integration Solutions is pleased to submit this proposal to the City of Seal Beach Community Development Department, to provide post-implementation support of Tyler's, EnerGov Civic Services Software. The City of Seal Beach implemented Tyler's Enterprise, Permitting and Licensing software system. Implementation of the software is aligned with the City Council's strategic objective for Community Development to improve business processes. The City of Seal Beach desires to receive post- implementation support of their Community Development software system through the end of September, 2024. Holistic looks forward to working with the City of Seal Beach to develop a model for efficient business operations that safely delivers development services to its customers. Thank you for consideration of our proposal. Sincerely, Holistic System Integration Solutions Angelica Zarco President/CEO Page 2 SCOPE OF WORK Provide continued Implementation support of Tyler's, Enterprise Permitting and Lisencing software system to include the following: • Configuration/Business Process Integration • Workflow Development • Fee Schedule/Structure configuration • System Reports Development Coordination (Forms/Documents/Reports) • GIS Coordination • Testing • Data mapping guidance for data migration • Develop Standard Operating Procedures (SOP's) • Develop Training materials • Conduct Staff training • Ticket creation to report system issues. monitoring and follow through to resolution • Conduct one-on-one and/or group sessions with City staff • Remote support services via phone/video conference • On-site project management/support services—To be scheduled and agreed upon between City and HSIS • Electronic Plan Review Implementation/integration • Develop Process/Project Action Team's to accomplish project goals Optional Services • Attend bi-weekly team meeting(s) via phone/video conference • SQL/Cognos/Crystal Report Writer services c Coordinate temporary services to be directly contracted by City • GIS Consultant Coordinate temporary services to be directly contracted by City Page 3 QUALIFICATIONS HOLISTIC SYSTEM INTEGRATION SOLUTIONS OUR PURPOSE Based in Riverside County, Holistic System Integration Solutions is dedicated to providing smart holistic solutions for PEOPLE software implementation and process integration. Holistic's in-depth understanding of land management systems. comprehensive knowledge of municipal land development ` processes and proven system implementation/integration cut 1',PF ! experience, paired with our client's desires to achieve future system goals and capitalize on their investment while delivering exceptional customer service, ensures seamless and streamlined collaborations. TECHNOLOGY Holistic has developed streamlined solutions that utilize a holistic approach to system design and integration by balancing four major elements that are key to successful system implementation—People, Culture, Process. and Technology. This approach delivers system integration on a global scale while taking-into-account and minimizing adverse impacts to the organization. EXECUTION STRATEGY Our success is attributed to an execution strategy that incorporates the Lean Six Sigma, DMAIC (Define, Measure, Analyze. Improve. Control) method to software implementation/integration. The DMAIC approach allows them to continually identify and apply improvements to business processes through software system design that result in enhanced system performance. Change management strategies are also built into our programs to assist with the least impactful introduction of end-users to their new land management environment.This approach is imperative to organizational health. SERVICES PROVIDED (all of which may be provided remotely) • RFP Development • Develop Training Materials and Conduct Staff Training • Software System Implementation (New or Upgrade) • Vendor issue creation to report system issues. monitoring • Software Configuration/Integration and follow through to resolution • Workflow Development, Design and Automation • Conduct one-on-one and/or group sessions with staff • Fee Schedule/Structure Calculations • Remote support services via phone/video conference • System Reports Development Coordination • On-site and/or remote project management/support services (Forms/Documents/Reports) • GIS Implementation Coordination • Electronic plan review software Implementation/integration • System Testing • Develop Process/Project Action Team's to achieve project goals • Streamlined Strategies for Data Mapping/Migration • Develop performance metrics and key performance • Develop Standard Operating Procedures(SOP's) indicators(KPI's)for increased productivity Page 4 Holistic System Integration Solutions Experience CITY OF SAN CLEMENTE The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions to supplement their efforts during a staff transitional period and implementation/integration of a new GIS module. Holistic's ability to provide uninterrupted services while implementing a complex GIS module to their existing land management system resulted in a successful partnership. Services provided to the City included the following: • Review, analysis, coordination. testing and implementation of a new GIS module to their existing land management system. • Review, analysis, coordination and validation of the City's. County and Fire GIS data and migration into existing land management system. • Developed Standard Operating Procedures for City Staff use at implementation. • Developed roadmap and made recommendations to implement electronic plan review. • Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger program. • Provided configuration and system support services: CITY OF MEDFORD (OR) "Holistic quickly became a critical element to a successful implementation of a complex system for the City of Medford. The knowledge and resources provided were extremely hardworking and competent. We could not have achieved success without these resources." -Barbara Madruga The City of Medford procured Holistic System Integration Solutions to assist them with a complex implementation of a new software system just three months prior to their scheduled Go-Live date. Holistic addressed and fast-tracked resolutions for concerns surrounding their anticipated Go-Live schedule. Our assistance lead to a successful implementation. Services provided to the City included the following: • Conducted analysis of project timeline and task evaluation, identified critical stops and developed plan of action to accomplish scheduled tasks for successful Go-live. • Conducted business process and workflow analysis, made recommendations for streamlining and standardizing opportunities and configured in system. • Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration adjustments in accordance with desired workflows and business processes. • Conducted data migration analysis and developed streamlined methods for mapping and migration to new system. • Conducted GIS analysis and made recommendations for effective system implementation • Developed SOPs and conducted training to staff in all modules • Implemented mobile inspection platform and conducted training for inspection staff • Made recommendations for system preparedness and roll-out to public Page 5 CITY OF COACHELLA Holistic conducted an in-depth System Needs Analysis of the City of Coachella's existing land management software system (Eden) and processes surrounding their land development activities which included impacts to water& sewer Utilities and Environmental Compliance Departments. The analysis provided them with the ability to measure existing software system capabilities against newer, more sophisticated systems and identified process improvement/streamlining opportunities which will allow them to make informed decisions about future procurement of a new software system. Services provided to the City included the following: • Conducted comprehensive system needs analysis of various systems used, including the City's existing Eden land management system. and evaluated based on capability, efficiency and accessibility in comparison with newer land management systems available in today's market. • Conducted comprehensive business process review of land development activities and made recommendations for standardizing and streamlining opportunities. • Coordinated software vendor demonstrations and prepared system cost comparison. • Provided the City with a menu of short-term, mid-term and long-term next steps and made recommendations for actionable goals based on priority. • Provided roadmap for actionable items with realistic timelines for execution. CITY OF LA QUINTA The City of La Quinta sought to implement an on-line land management system for the Design &Development Department. Angelica Zarco (Systems Integration Manager). spearheaded implementation of the City's new land management software system, TRAKiT. which included strategic planning, streamlining. standardizing, implementation and integration of processes and systems for the Design and Development Department. Responsibilities included the following: • Development, configuration and implementation of the City's software system (TRAKiT) utilized for all development related, business license and Short-Term Vacation Rental application, review, processing and payment activities for both over the counter and online functionality. • Implemented the City's online, electronic plan review, GIS and mobile inspection platforms. • Engaged with City Staff to understand complex business processes, developed workflows. identified process improvements, streamlining opportunities, standardized business processes and integrated with relative software. • Developed Standard Operating Procedures and User Guides and conducted training for all modules. • Oversaw the City's Short-Term Vacation Rental Program which involved revamping the marketing and branding of the program. • Development of complex key performance indicators to measure business and system performance. Page 6 Angelica Zarco - Project Manager/President, Holistic SIS Business Process Review, Workflow Development, Streamlining and Standardizing for Improved Business Continuity, Configuration, SOP Development &Training Certifications Intermediate Project Management- Microsoft Project; Lean Six Sigma—Lean Management Angelica has 14 years of municipal government experience with 10+ years directly related to Community Development. She was also employed as a Project Manager for 3 years with a major Southern California land development company where she managed large-scale tract home development projects. Her experience in both public and private land development sectors has granted her a unique perspective to the land management software implementation and integration process. She is able to utilize her knowledge and experience from behind both sides of the counter to accurately, efficiently and effectively interpret and deploy land management systems based on the critical business needs of cities and customers alike. Angelica was responsible for the successful implementation of the City of La Quinta's Design and Development Department's land management system, which included Permit, Project, Business License, AEC and GIS modules. She also implemented electronic plan review, mobile inspection and the eTRAKiT online platform which consisted of 82 land development application types. Angelica developed methods to successfully measure key performance indicators for business process and system performance. The implementation process included: • Establishing comprehensive strategic plans for implementation / integration of the Department's software system and various project initiatives including project budgets and schedule development /adherence. • Managing. assigning. and directing activities of various Project Action Teams (PAT's). • Developing, configuring, and implementing the City's TRAKiT software system • Conducting stakeholder workshops for eTRAKiT online permitting software. • Working with City Staff to understand their business processes. developing process workflows, and identifying process improvement opportunities prior to their integration into TRAKiT. • Developing and implementing standard operating procedures (SOPs) and user manuals. as well as City policies and best management practices (BMP's) • Conducting effective staff training utilizing SOP's and effective training materials Page 7 References Agency Contact Phone Number Email Address Holistic References City of Medford,Oregon Barbara Madruga, Technology&Innovation Director 541.774.2064 blmadruga©cityofmedford.org City of San Clemente, Brian Brower, California Information Technology Manager 949.361.8259 browerb@san-clemente.org Fee Information Cost of Services/Hour Price Total Project Cost Holistic—40 hours $125/hour $5,000 TOTAL CONTRACT AMOUNT $5,000 Page 8 Aco® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `� o8l2s/zo2a THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT CS&S/MYLO LLC NAME: PHONE PO BOX 958489 (NC,No,Ext): (NC,No): LAKE MARY, FL 32746-8989 E-MAIL Phone-844-863-5950 ADDRESS: Fax-877-763-5122 INSURER(S)AFFORDING COVERAGE NAIC I INSURER A:Continental Casualty Company 20443 INSURED INSURER e:National Fire Insurance Company of Hartford 20478 Angelica Zarco DBA Holistic System and Integration Solutions INSURER C: 80787 Hayliegh Court INSURERD: INDIO,CA 92201 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDD/YYYY) (MMIDO/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE IX OCCUR DAMAGE TO RENTED $ 1,000,000 PREMISES(Ea occurrence) A Y N 7012581309 12/16/2023 12/16/2024 MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 4,000,000 POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER 3 AUTOMOBILE LIABILITY (Ea SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED AUTOS ONLY N N 7012612557 01/20/2024 01/20/2025 BODILY INJURY(Per accident) $ X AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY $ (Per accident) ,$, UMBRELLA LIAB OCCUR EACH OCCURRENCE a EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N $ OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT (Mandatory in NH) 0 $ If yes,describe under E.L.DISEASE-EA EMPLOYEE DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Technology Errors&Omissions Y N 7012581309 12/16/2023 12/16/2024 $2,000,000 Liability omit $4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Seal Beach is added as an additional insured as provided in the blanket additional insured endorsement as it pertains to work being performed by the named insured under written contract. CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 8th Street THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Seal Beach,CA 90740 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ij Y12.1112 6c`L/ryy,i t,cI,.- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD WORKERS' COMPENSATION EXEMPTION DECLARATION for the CITY OF SEAL BEACH You are required to complete this form because you have not filed a certificate of workers'compensation insurance with the City of Seal Beach ("City"). California law requires all employers to carry workers' compensation insurance, even if they have only one employee, unless excluded under state law. It is your responsibility to comply with the law. If you do not know whether you are required to carry workers' compensation insurance, find out by contacting the California Department of Industrial Relations("DIR"). Information is also available on the DIR's website at http://www.dir.ca.gov. If you are subject to the Workers' Compensation Laws of California, you must promptly file a certificate of Workers' Compensation Insurance with the City. Alternatively, if you have a certificate of self-insurance from the DIR, you must file that certificate with the City. DOCUMENT REFERENCE [insert contract, job number, location, etc.]: Professional Services Agreement for On-Call Professional Automation and Implementation Services Amendment No. 1 dated January 25, 2023 Work to be performed on premises: _X_Yes No Nature of work to be performed: Information Technology Services Business Name: Angelica Zarco, DBA Holistic System Integration Solutions Business Contact Information: Angelica Zarco, P.O. Box 6313, La Quinta, CA. 92248 (name, address,telephone, email) (760)861-6532, azarco@holisticsystemint.com LEGAL FORM: (check applicable box) x Sole Proprietor Limited Partnership General Partnership Corporation Business Trust Limited Liability Company Other: _ ACKNOWLEDGEMENT _(initial) I am the authorized representative of the Business mentioned above. I warrant that the Business has no employees other than the owners, officers, directors, partners, or other principals who have elected to be exempt from workers' compensation coverage under California law. I further warrant that I understand the requirements of Section 3700 et seq.of the California Labor Code concerning providing workers'compensation coverage for any employees of the Business. _(initial)The Business agrees to comply with the code requirements and all other applicable laws and regulations regarding workers' compensation, payroll taxes, FICA, and tax withholding, and similar employment issues. The Business agrees to hold the City of Seal Beach harmless from any loss or liability, which may arise from the Business's failure to comply with any such laws or regulations. (initial) Should the Business or its subcontractors hire employees to perform the work referenced above, the Business or its subcontractor(s) shall obtain workers' compensation insurance and provide proof of the _ coverage to the City of Seal Beach. _(initial) I understand that this form constitutes a declaration by the Business against its financial interest, relative to any claims it should assert against the City of Seal Beach under the California workers' compensation or labor laws and serves as an addendum to the agreement. (initial) The Business will defend, indemnify, and hold harmless the City of Seal Beach from all claims and liability, including workers'compensation claims and any liability that may be asserted or established by any party in the event the Business hires an employee in violation of this addendum. CERTIFICATION I declare and certify under the penalty of perjury under the laws of the State of California that the foregoing information provided in this Exemption Declaration is true and correct. Executed this 29th day of August 2023, at Riverside County, California. Business: Holistic System Integration Solutions By: Print Name/Title: Angelica Zarco, Owner WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION,DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE,INTEREST,AND ATTORNEY'S FEES. CNA B(Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary—Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured—Extended Coverage II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising Injury—Discrimination or Humiliation G. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract° to provide insurance, but only with respect to "bodily injury" 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: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) h. 'Bodily injury' or'property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if 'bodily injury" or 'property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract.' 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such 'written contract;" b. Coverage broader than required by such 'written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or 'property damage" included within the "products-completed operations hazard.' But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these g premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury,' 'property damage" or 'personal and advertising injury' as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or 'personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury," "property damage" or"personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright,CNA AD Rights Reserved. SB146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," 'property damage,' or 'personal and advertising injury' caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for 'bodily injury," "property damage" or "personal and advertising injury' for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision(2)does not apply to such 'bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract"; and (b) The "written contract' requires you to make the person or organization an additional insured for such "bodily injury" or"property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract' means a written contract or agreement that requires you to make a person or s organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage,"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsements provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a.through d. above; (2) 'Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of 'Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such 'occurrence,' offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for 'bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co-'employee' or 'volunteer worker' that becomes necessary while your 'employee' is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to 'employees' whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property 'Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the 'property damage' arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage° arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work' and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to 'property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or $ (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard.' 2. Under B. Exclusions, 1.Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c,d,e,f,g, h, i, k, I, m, n,and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer,' director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury- Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright,CNA All Rights Reserved.