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HomeMy WebLinkAbout2023-374-E-BOCC-Granicus-Government Transparency Suite Webcasting SoftwareRevised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 1st day of July, 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Granicus, LLC (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated August 1, 2021, (hereinafter the “Original Agreement”), for the provision of services for Government Transparency Suite webcasting software; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of July 31, 2024. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: 3. Article 5, Section A is amended to reflect a maximum payable not-to-exceed amount of Twenty-Seven Thousand Five Hundred Six and Eighty-Eight Dollars ($27,506.88). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Granicus, LLC County Manager 408 Saint Peter St., Ste. 600 Saint Paul, MN 55102 DocuSign Envelope ID: AC67AA5B-5F19-4D26-9A19-82B764574ECBDocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Granicus, LLC Vendor Contact Person: Phone: 651-362-1422 Address: Dept CH – Box 19634 City Palatine State: IL Zip: 60055-9634 Department: BOCC Amount: $27,506.88 Purpose: Government Transparency Suite Webcasting Software Budget Code(s): 10200020-630000 Vendor # 65401 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes X No Contract Details Contract Type: New X Amendment (Original Contract: 8/1/2021) (Most Recent Amendment 8/1/2022) Effective Date 7/1/22 End Date Notice Date (Notice Purpose ) Award X Approved by Board (Agenda Date: 6/20/23); Made or Administered by Signature Authority - x BOCC Express Delegation (Agenda Date: 6/20/23) - Policy 9.4: Under $5,000; X Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation X This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: AC67AA5B-5F19-4D26-9A19-82B764574ECBDocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 7/31/2023 8/2/2023 8/4/2023 8/7/2023 8/7/2023 Revised 04/23 DocuSign Envelope ID: AC67AA5B-5F19-4D26-9A19-82B764574ECBDocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 [Departmental Use Only] TITLE Granicus FY 21-22 1 Revised 07/20 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of August, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Granicus LLC, a Minnesota Limited Liability Company (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Boards and Commissions and Government Transparency Suite webcasting software ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider will take all precautions that are standard in the industry to increase the likelihood of a successful performance DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Revised 07/20 2 for the Provider’s products and services; however, such products and services are provided “AS IS”. EXCEPT AS PROVIDED HEREIN, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT PROVIDER PRODUCTS AND SERVICES WILL MEET COUNTY’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): provide software for management of advisory boards and commissions and government transparency suite webcasting software. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Revised 07/20 3 b. Licensing. Provider products and services are purchased by County as subscriptions. Provider hereby grants and County hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Provider products and services during the term of this Agreement. Provider reserves all right, title and interest in the Provider products and services, the documentation and resulting product including all related intellectual property rights. No implied licenses are granted to County. The Provider name, logo, and the product names are trademarks of Provider, and no right or license is granted to use them. County assigns to Provider any suggestion, enhancement, request, recommendation, correction or other feedback provided by County relating to the use of the Provider products and services. County shall not: (i) Misuse any Provider resources or cause any disruption, including but not limited to, the display of adult content, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Provider clients; (iii) Use the Provider Products and Services in a manner in which system or network resources are unreasonably denied to other Provider clients; (iv) Use the products and services as a door or signpost to another server; (v) Access or use any portion of Provider products and services except as expressly allowed by this agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of the Provider products and services; (vii) Use the Provider products and services for any unlawful purposes; (viii) Export or allow access to the Provider products and services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease the Provider products and services, or any portion thereof, for third party use; or (x) Modify, adapt, or use the Provider products and services to develop any software application intended for resale which uses the Provider products and services in whole or in part. 4. Duration of Services a. Term. The term of this Agreement shall be from 8/1/2021 to 7/31/2022. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) The Commencement Date for the Provider's Basic Services shall be 8/1/2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Thirty-Six Thousand Four Hundred Twenty-Four Dollars and Seventy-Four Cents ($36,424.74). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Revised 07/20 4 b. Disputes. In the event the amount stated on an invoice is disputed by the County in good faith, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Laura Jensen) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php ). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, to defend, indemnify and hold harmless the County from all third party loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or willful misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY COUNTY FOR THE PROVIDER PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Revised 07/20 5 THE CLAIM FOR DIRECT DAMAGES. PROVIDER AND COUNTY SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon ninety (90) days’ prior written notice to the Provider. b. Other Termination. Either Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after the notifying Party provides written notice of the breach. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within thirty (30) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Revised 07/20 6 County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other; provided, however, that either Party may assign this Agreement without the other Party’s consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party’s business by means of merger, stock purchase, asset purchase, or otherwise. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php .) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Revised 07/20 7 g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project and created specifically and exclusively for County, such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Attention: Contracts Attention: Laura Jensen Granicus, LLC P.O. Box 8181 408 Saint Peter St., Ste. 600 Hillsborough, NC 27278 Saint Paul, MN 55102 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 [Departmental Use Only] TITLE Granicus FY 21-22 8 Revised 07/20 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: Bonnie Hammersley, County Manager By: _ _______________________________ Printed Name and Title DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FA Jessica Yang Manager of Business and Contracts DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 [Departmental Use Only] TITLE Granicus FY 21-22 9 Revised 07/20 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Granicus, LLC Party/Vendor Contact Person: Olivia Martin Contact Phone: (651) 362-1422 Party/Vendor Address: Dept CH – Box 19634 City Palatine State: IL Zip: 60055 - 9634 Department: BOCC Amount: $36,424.74 Purpose: Boards and Commissions Software Budget Code(s): 10200020-630000 Vendor # 65401 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/6/2021 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FA 8/2/2021 8/2/2021 8/2/2021 8/2/2021 8/2/2021 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 408 Saint Peter Street, Suite 600 EXHIBIT A Order Form Saint Paul, MN 55102 Prepared for United States Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 1 of 5 Granicus Proposal for Orange County NC ORDER DETAILS Prepared By:Olivia Martin Phone: Email:olivia.martin@granicus.com Order #:Q-146906 Prepared On:07/15/2021 Expires On:07/31/2021 Currency:USD Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 07/31/2021 Period of Performance: 08/01/2021 - 07/31/2022 ORDER TERMS DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Order Form Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 2 of 5 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee Open Platform Suite Annual 1 Each $3,509.42 Government Transparency Suite Annual 1 Each $16,929.41 Granicus Encoding Appliance Software (GT)Annual 1 Each $3,145.91 Outside-of-Scope Line Item - Monthly Annual 1 Each $0.00 Boards and Commissions Annual 1 Each $12,840.00 SUBTOTAL:$36,424.74 DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Order Form Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 3 of 5 PRODUCT DESCRIPTIONS Solution Description Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage. Government Transparency Suite Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events. Granicus Encoding Appliance Software (GT) Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Outside-of-Scope Line Item - Monthly Out-of-Scope monthly services. Boards and Commissions Boards and Commissions is a Software-as-a-Service (SaaS) solution that enables government organizations to simplify the citizen application and appointment to boards process of the clerk’s office. Boards and Commissions includes: ·Unlimited user accounts ·Unlimited boards, commissions, committees, and subcommittees ·Unlimited storage of citizen applications ·Access to up to one (1) Boards and Commissions site ·Access to customizable, embeddable iFrame websites for displaying information to citizens ·Access to a customizable online citizen application form including board-specific questions ·Customizable forms for board details, appointment details, and internal tracking details ·Pre-designed document PDFs for applications, board details and rosters, and vacancy reports ·Downloadable spreadsheets for easy reporting Optional custom templates for document or report generation may also be purchased for an additional fee. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Order Form Orange County NC Order #: Q-146906 Prepared: 07/15/2021 Page 4 of 5 TERMS & CONDITIONS ·Link to Terms: https://granicus.com/pdfs/Master_Subscription_Agreement.pdf ·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Orange County NC to provide applicable exemption certificate(s). ·Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. ·Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. ·Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. DocuSign Envelope ID: 3E449D1B-F914-4359-8659-2A169DFA08FADocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC CA License #OF15767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 (415) 568-4000 Granicus, LLC 408 Saint Peter Street Suite 600 Saint Paul MN 55102 GRAIN01 American Casualty Company of Reading, PA 20427 Columbia Casualty Company 31127 The Continental Insurance Company 35289 National Fire Insurance Co of Hartford 20478 Valley Forge Insurance Company 20508 X X 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X X X Comp $100 DedX Coll $1,000 Ded 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 15,000,000 15,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Prof E&O/Cyber Liab $5M B 6043664084 10/20/2022 10/20/2023 A 6043664103 10/20/2022 10/20/2023 E F16817867 001 12/15/2022 12/15/2023 C 6043664098 10/20/2022 10/20/2023 C 6043664067 10/20/2022 10/20/2023 D 6043664070 10/20/2022 10/20/2023 10/20/2023 1478401 Y N Y N Y N Y 7/24/2023 Y N 19768594 19768594 XXXXXXX Orange County NC 228 South Churton Street, Suite 300 PO Box 8181 Hillsborough NC 27278 RE: Orange County, its officers, agents, and employees, are to be designated as Additional Insured with respect to Liability arising out of the operations of the insured and to the extent provided by the policy language or endorsements issued or approved by the insurance carrier. Waiver of Subrogation applies per attached endorsement or policy language. Insurance provided to Additional Insured is primary and non-contributory as per the attached endorsements or policy language. See Attachments DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 00 - Insurer: ACE American Insurance Company Type of Insurance: Technology E&O / Cyber Liability Policy Number: F16817867 001 Policy Eff Date: 12/15/2022 Policy Exp Date: 12/15/2023 Limit: $5,000,000 Retention: $250,000 01 - Insurer: Arch Specialty Insurance Company Type of Insurance: Excess Technology E&O / Cyber Liability Policy Number: C-4LPX-250837-CEPMM-2022 Policy Eff Date: 12/15/2022 Policy Exp Date: 12/15/2023 Limit: $5,000,000 excess of $5,000,000 02 - Insurer: Canopius US Insurance Type of Insurance: Excess Technology E&O / Cyber Liability Policy Number: CYT27220120 Policy Eff Date: 12/15/2022 Policy Exp Date: 12/15/2023 Limit: $5,000,000 excess of $10,000,000 Attachment Code: D611143 Master ID: 1478401, Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 1 . A D D ITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part; and (2)was executed prior to: (a)the bodily injury or property damage; or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement; or (2)coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1.such person or organization's financial control of a Named Insured; or 2.premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872)O( (1-15)Policy No: 6043664103 Page 2 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 A.Lessor of Land A n y p erson or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B.Lessor of Premises An owner or lessor of premises leased to the Named Insured, 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 the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. C.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 Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. D.State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a.the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b.the construction, erection, or removal of elevators; or c.the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a.Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b.Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15)Policy No: 6043664103 Page 3 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 0002000036043664 Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 I . T r ade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a.the Named Insured's acts or omissions; or b.the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1.The coverage granted by this paragraph does not apply to: a.bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b.any express warranty unauthorized by the Named Insured; c.any physical or chemical change in any product made intentionally by such person or organization; d.repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e.any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g.products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h.bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d. or f. above; or (2)such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872)0( (1-15)Policy No: 6043664103 Page 4 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 3. This Paragraph J. also does not apply: a.t o a n y vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a.this Coverage Part provides such coverage; b.the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c.the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B.With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872)O( (1-15)Policy No: 6043664103 Page 5 of 14 Endorsement No:8 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 0002000036043664 Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 T h e N a med Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a.on the effective date of this Coverage Part; or b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership or joint venture; or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A.owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B.having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a.bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b.personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA74872)O( (1-15)Policy No: 6043664103 Page 6 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 6.ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES T h e e states, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7.EXPECTED OR INTENDED INJURY - EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15)Policy No: 6043664103 Page 7 of 14 Endorsement No:8 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 0002000036043664 Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 C o n t r actual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i.add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872)O( (1-15)Policy No: 6043664103 Page 8 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 ii.d e l e te the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1)bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2)bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1)bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2)bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c.add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15)Policy No: 6043664103 Page 9 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 10/20/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 0002000036043664 Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 N a m e d Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date; and c.there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY - DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15)Policy No: 6043664103 Page 10 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 10/20/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 1 2 . M EDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:; or (2)the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained, paid crew to the Named Insured; and 3.the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. 00020000360436641036221 This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a)less than 75 feet long; and (b)not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872)O( (1-15)Policy No: 6043664103 Page 11 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 10/20/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 K n o w i ng Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured; or (b)any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)that the Insured would have in the absence of the contract or agreement; or (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a)liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b)such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15)Policy No: 6043664103 Page 12 of 14 Endorsement No:8 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the follow i n g : I nsured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B: 1.Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE - ELEVATORS A.Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE - ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended as follows: A.Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B.Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15)Policy No: 6043664103 Page 13 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 0002000036043664 Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 A.i s i n c luded within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B.applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21.WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured's ongoing operations; or 2.your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part; and 2.was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872)O( (1-15)Policy No: 6043664103 Page 14 of 14 Endorsement No:8 Nat' 1 Fire Ins Co of Hartford Effective Date: 1 0/2 0/2022 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Attachment Code: D620318 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 Form No: WC 00 03 13 (04-1984) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 34; Page: 1 of 1 Policy No: WC 6 43664067 -I Policy Effective Date: 10/20/2022 Policy Page: 255 of 411 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Attachment Code: D626289 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 CNA Business Auto Policy Policy Endorsement EXTENDED COVERAGE - BA PLUS - FOR HIRED AND NON-OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1.Majority Owned Corporations 2.Newly Acquired Organizations 3.Additional Insureds Required By Written Contracts 4.Employee-Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense B.Broadened Electronic Equipment Coverage III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A.Knowledge of Accident or Loss B.Knowledge of Documents C.Waiver of Subrogation D.Unintentional Failure To Disclose Hazards E.Primary and Non-Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II - COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1.Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2.Newly Acquired Organizations Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 1 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 56 of 80 Attachment Code: D620320 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 CNA Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: (1)The end of the policy period of this Coverage Form; or (2)The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form. 4. Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i.Which are no longer in force; or ii.Whose limits have been exhausted. B.Increased Loss of Earnings Allowance Under SECTION II - COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C.Fellow Employee Coverage Under SECTION II - COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A.Increased Loss of Use Expense Under SECTION III - PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B.Broadened Electronic Equipment Coverage Under SECTION III - PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 2 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 57 of 80 Attachment Code: D620320 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 CNA Business Auto Policy Policy Endorsement a.Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b.Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B.Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C.Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D.Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E.Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 3 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 58 of 80 Attachment Code: D620320 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360 CNA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 21; Page: 4 of 4 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2022 Policy Page: 59 of 80 Attachment Code: D620320 Certificate ID: 19768594 DocuSign Envelope ID: D14FB770-D6FF-4670-8FA6-82E3D2314360