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Agenda 10-07-2025; 8-k - Approval of a Two-Year Contract with Granicus, LLC for the Visitors Bureau Website
ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date:October 7, 2025 Action Agenda Item No.8-k SUBJECT: Approval of a Two-Year Contract with Granicus, LLC for the Visitors Bureau Website DEPARTMENT: Economic Development/Visitors Bureau ATTACHMENT(S): 2025-2027 Contract Between Granicus and the Visitors Bureau for VisitChapelHill.org INFORMATION CONTACT: Laurie Paolicelli, 919-245-4322 PURPOSE: To approve a two-year contract with Granicus, LLC, the web provider for VisitChapelHill.org for the Orange County Visitors Bureau. BACKGROUND: Granicus, LLC has acquired Simpleview, the current web provider for the Chapel Hill/Orange County Visitors Bureau. Simpleview – and now Granicus – has long been recognized as a leading provider of websites and digital solutions for destination marketing organizations, including Orange County’s. As a result of the acquisition by Granicus, the Visitors Bureau’s website services are transitioning to a new contract under Granicus. The contract has been thoroughly reviewed and approved by the Finance and Administrative Services Department. Approval ensures the continued delivery of online hosting and content management services designed to meet the needs of visitors seeking information about Orange County’s tourism offerings. FINANCIAL IMPACT: The proposed contract is for two years from July 1, 2025 through June 30, 2027, and includes a 3% increase each year, for a two-year total cost of $102,761.37. The two- year percentage increases are consistent with the U.S. media/advertisement rate of inflation. 2025-2026: $50,621.36 2026-2027: $52,140.01 ALIGNMENT WITH STRATEGIC PLAN: This item supports: GOAL 6: DIVERSE AND VIBRANT ECONOMY OBJECTIVE 5. Increase access to and awareness of resources and assistance available to residents and businesses. RECOMMENDATION(S): The Manager recommends that the Board approve the proposed agreement and authorize the Manager to sign the contract and approve and execute any amendments or modifications within the budgeted amount. 1 Revised 01/24 Granicus 2025 1 [Departmental Use Only] TITLE Granicus FY 26,27 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this fourth day of August, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Granicus, (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): Services set forth in Provider’s Proposal Q-458884 incorporated herein. 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) Time is of the essence with respect to this Agreement. iv)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 the professional standards. b. Standard of Care. i)The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the 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 is solely responsible for the professional 2 Revised 01/24 Granicus 2025 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. 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)Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vii)Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3.Basic Services 3 Revised 01/24 Granicus 2025 3 a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Services set forth in Provider’s Proposal Q- 458884 incorporated herein. See Exhibit 1 4.Duration of Services a.Term. The term of this Agreement shall be from 7.1.2025 to 6.30.2027. 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 07/01/2025. 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 One Hundred Two Thousand Seven Hundred Sixty One and 37/100 Dollars ($102,761.37). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County as set forth in Provider’s documentation attached Q-458884. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, 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 (Laurie Paolicelli) 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 4 Revised 01/24 Granicus 2025 4 herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). 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. Provider will defend County from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any Claims that Provider products and services infringe a valid U.S. copyright or U.S. patent issued as of the date of this Agreement. In the event of such a Claim, if Provider determines that this Agreement is likely affected, or if the solution is determined in a final, nonappealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent, Provider will, in its discretion: (i) replace the affected Provider products and services; (ii) modify the affected Provider products and services to render it non-infringing; or (iii) terminate this Agreement with respect to the affected solution and refund to County any prepaid fees for the then-remaining or unexpired portion of the Agreement term. Notwithstanding the foregoing, Provider will have no obligation to indemnify, defend, or hold County harmless from any Claim to the extent it is based upon: (i) a modification to any solution by County (or by anyone under County’s direction or control or using logins or passwords assigned to County); (ii) a modification made by Provider pursuant to County’s required instructions or specifications or in reliance on materials or information provided by County; or (iii) County’s use (or use by anyone under County’s direction or control or using logins or passwords assigned to County) of any Provider products and services other than in accordance with this Agreement. This Section sets forth County’s sole and exclusive remedy, and Provider’s entire liability, for any Claim that the Provider products and services or any other materials provided by Provider violate or infringe upon the rights of any third party. b.With regard to any Claim subject to indemnification pursuant to this Section: (i) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (ii) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (iii) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party’s prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party 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 5 Revised 01/24 Granicus 2025 5 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. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. 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 seven (7) 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. e.Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon thirty (30) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 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 County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other (such consent not to be unreasonably withheld). 6 Revised 01/24 Granicus 2025 6 Notwithstanding the foregoing, either Party may assign this Agreement with reasonable notice to the other party to an affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the assigning party’s business by means of merger, stock or asset purchase, or otherwise. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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 Orange County 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. 7 Revised 01/24 Granicus 2025 7 g.Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project 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 or 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 or 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. 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.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 third parties; (iii) Use the Provider products and services in a manner in which system or network resources are unreasonably denied to third parties; (iv) Use the products and services as a door or signpost to another server; (v) Access or use any portion of 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 8 Revised 01/24 Granicus 2025 8 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. k.Confidentiality. i)It is expected that one Party may disclose to the other Party certain information which may be considered confidential or trade secret information (“Confidential Information”). Confidential Information shall include: (i) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (ii) non-public information of a Party if it is identified as confidential or proprietary before, during, or promptly after presentation. ii)Subject to applicable law, each Party agrees to receive and hold any Confidential Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the other Party; (iii) not to use any Confidential Information for any purpose other than for performance under this Agreement; (iv) to restrict access to Confidential Information to those of its employees, agents, and contractors who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) to exercise at least the same standard of care and security to protect the Confidential Information received by it as it protects its own confidential information. If a Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the other Party as promptly as practicable so that such Party may seek a protective order or waiver for that instance. iii)Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of either Party; (ii) was in a Party’s possession before receipt from the other Party; (iii) is rightfully received by a Party from a third party without any duty of confidentiality; (iv) is independently developed by a Party without use or reference to the other Party’s Confidential Information; or (v) is disclosed with the prior written consent of the Parties. iv)Each Party shall return or destroy the Confidential Information upon written request by the other Party; provided, however, that each Party may retain one copy of the Confidential Information in order to comply with applicable law. County understands and agrees that it may not always be possible to completely remove or delete all Confidential Information from Provider’s databases without some residual data. l.Limitation of Liability. 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 TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, 9 Revised 01/24 Granicus 2025 9 SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. m. Simpleview Product Specific Terms. i) Accessibility. While Provider will encourage and support County’s in their efforts to meet guidelines, absent statutory requirements, Provider does not cover accessibility issues introduced by third party scripts or forms, and County generated content website accessibility implementation completed by Provider. Provider provides no warranties or indemnities on website accessibility and recommends review of any implementation with appropriate legal representatives. ii)Delivery of Content. For the avoidance of doubt, Content as defined within this Agreement shall include any materials provided by County, including, but not limited to any images, photographs, illustrations, graphics, audio clips, video clips or text. County shall deliver the Content to Provider in an electronic file format specified and accessible by Provider (e.g., .txt, .jpg) or as otherwise specified in an applicable Order. Any services required to convert or input Content not set forth in an applicable Order may be charged additional fees. County shall promptly deliver all Content to Provider as required by Provider. iii)Simpleview Notices. Unless otherwise agreed to in writing by the Parties, Provider shall have the right to place proprietary notices of Provider and its suppliers (including hypertext links related thereto) on the Provider Content and Services, including developer attribution and hypertext links to Provider website, and to change or update such notices from time to time upon notice to County. In no event may County remove or alter any Provider proprietary notice from the Provider Content or Services without Provider’s prior written consent. iv)Client Warranties. County warrants that: (a) it has all authorization(s) necessary for hypertext links to third party website(s); (b) the information provided by County is not in any way false, misleading or contrary to law; (c) does not infringe the rights (including, without limitation, any intellectual property rights) of any person; (d) is not obscene, offensive, defamatory, personally offensive or in any way unsuitable for a person under the age of 18; and (e) does not compromise, and cannot be used for, any purpose or activity of an illegal, fraudulent or defamatory nature. n.Warranty. Provider warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Provider products and services; however, the Provider products and services are provided “AS IS” and as available. EXCEPT AS PROVIDED ABOVE, 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. o.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 Provider’s Name 10 Revised 01/24 Granicus 2025 10 Attention:Laurie Paolicelli/CHOCVB Granicus, LLC P.O. Box 8181 1152 15th Street NW, Suite 800 Hillsborough, NC 27278 Washington, DC 20005 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: _________________________________ Travis Myren, County Manager By: __________________________________ Greg Eck, Senior Manager, Contracts Printed Name and Title 11 Revised 01/24 Granicus 2025 11 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Granicus, LLC Vendor Contact Person: Meredith Sasser Phone: meredith.sasser@granicus.com Address: PO BOX 29650 City Phoenix State: AZ Zip: 85038 Department: Econ Dev/Visitors Bureau Amount: 102,761.37 Purpose: Website hosting Budget Code(s): 37600520-600000 Vendor # 65401 Vendor Status with NCSOS: NA Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 07/01/2025 End Date 06/30/2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; 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 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. This agreement is approved as to technical form and content. 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:________ 12 THIS IS NOT AN INVOICE Order Form Prepared for Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 1 of 9 Granicus Proposal for Chapel Hill and Orange County Visitors Bureau ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On: Expires On: Jessica Aldred jessica.aldred@granicus.com Q-458884 30 Jul 2025 30 Aug 2025 Currency:USD Payment Terms: Period of Performance: ORDER TERMS Current Subscription End Date: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) 30 Jun 2025 01 Jul 2025 - 30 Jun 2027 Exhibit 1 13 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 2 of 9 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees 01 Jul 2025 - 30 Jun 2026 Solution Billing Frequency Quantity/Unit Annual Fee CMS-INTEGRATION: Weather Feed - License Quarterly 1 Each $432.60 CMS-MODULE: Announcements & Special Alerts - License Quarterly 1 Each $432.60 CMS-INTEGRATION: 3rd Party Booking Engine - License Quarterly 1 Each $973.35 CMS-INTEGRATION: Fast- Track/EmpowerMINT RFP - License Quarterly 1 Each $973.35 CMS-CORE: Form Integration Quarterly 1 Each $1,838.55 CMS-CORE: Calendar of Events Quarterly 1 Each $2,163.00 CMS-INTEGRATION: Google Maps - License Quarterly 1 Each $2,703.75 CMS-CORE: Partner Listings Quarterly 1 Each $2,487.45 CMS-SIMPLESUPPORT: Plan 5 Quarterly 1 Each $6,489.00 CMS-CORE: Responsive Geo Triggers Quarterly 1 Each $1,081.50 CMS-CORE: Special Offers/Coupons Quarterly 1 Each $1,081.50 Book>Direct Legacy Quarterly 1 Each $8,652.00 CMS-PLATFORM: Tier 1 - Low Traffic Quarterly 1 Each $8,652.00 CRM PLATFORM: Licensing Tier 1 - Per User Quarterly 1 Each $4,056.14 CMS-MODULE: Blog (Basic) - License Quarterly 1 Each $1,730.40 CMS-CORE: Licensing - SSL Quarterly 1 Each $648.90 CMS-MODULE: QuickView - License Quarterly 1 Each $3,395.60 DM-SOCIAL: Simpleview UGC (Curator.io)Quarterly 1 Each $2,829.67 SUBTOTAL:$50,621.36 14 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 3 of 9 FUTURE YEAR PRICING Period of PerformanceSolution(s)01 Jul 2026 - 30 Jun 2027 CMS-INTEGRATION: Weather Feed - License $445.58 CMS-MODULE: Announcements & Special Alerts - License $445.58 CMS-INTEGRATION: 3rd Party Booking Engine - License $1,002.55 CMS-INTEGRATION: Fast-Track/EmpowerMINT RFP - License $1,002.55 CMS-CORE: Form Integration $1,893.71 CMS-CORE: Calendar of Events $2,227.89 CMS-INTEGRATION: Google Maps - License $2,784.86 CMS-CORE: Partner Listings $2,562.07 CMS-SIMPLESUPPORT: Plan 5 $6,683.67 CMS-CORE: Responsive Geo Triggers $1,113.95 CMS-CORE: Special Offers/Coupons $1,113.95 Book>Direct Legacy $8,911.56 CMS-PLATFORM: Tier 1 - Low Traffic $8,911.56 CRM PLATFORM: Licensing Tier 1 - Per User $4,177.82 CMS-MODULE: Blog (Basic) - License $1,782.31 CMS-CORE: Licensing - SSL $668.37 CMS-MODULE: QuickView - License $3,497.47 DM-SOCIAL: Simpleview UGC (Curator.io)$2,914.56 SUBTOTAL:$52,140.01 15 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 4 of 9 PRODUCT UPDATES FOR INFORMATION ON RECENT AND UPCOMING PRODUCT ENHANCEMENTS ACROSS THE GRANICUS PORTFOLIO, PLEASE REFER TO THE SEMIANNUAL UPDATE INFORMATION ON THIS WEBPAGE: : HTTPS://GRANICUS.COM/SEMIANNUAL-UPDATES/ PRODUCT DESCRIPTIONS Solution Description CMS-INTEGRATION: Weather Feed - License "Visually display the weather conditions of your destination on your website with the Weather Display Widget! The Weather Display Widget obtains your destination’s current weather conditions from a third-party feed. It then displays a visual representation in your website’s header with a series of icons. The Weather Display Widget can dynamically update between multiple icons to visually communicate the weather conditions (sunny, cloudy, rain, snow, etc.). It is also able to display the current temperature in numerical format. It may be possible to display multi-day weather information in a dropdown, but it is contingent on your site’s design and capabilities." CMS-MODULE: Announcements & Special Alerts - License Grab your visitors’ attention with the Announcements Collection! This rich feature set allows you to display custom messaging on any of your website’s pages, acting as a dropdown message. With this tool, you can reach visitors with targeted calls-to-action around major events and happenings in your destination. It is commonly one of the first page elements to load on the page, appearing to visitors as they visit any designated page on your site. You can customize the text and imagery* for each Announcement, creating as many as you would like. CMS-CORE: Form Integration A great example of the power of the integration between your CMS and CRM. This integration lets you publish forms you create inside of CRM's Form Builder tool to your Website and collect that data back within the CRM group you created that form in. CMS-CORE: Calendar of Events A master calendar of events for your destination, organized by category and sortable/filterable in any number of ways with a matching back-end CRM module that allows you to add new events and tie them to Partner listings easily. Also provides the ability to have multiple RSS feeds push into the Calendar of Events with a multi-select ‘delete’ function. CMS-INTEGRATION: Google Maps - License Google Maps are automatically built into listings, events and offers (assuming you have purchased each item). Google maps are then shown on the respective index pages and detail pages of each relevant item (listings, events, offers). Map pins are automatically plotted on a Google map based on address data entered in your CRM. Leverage Google Maps leading features (satellite, terrain, street view, directions, etc). Also includes Map Explorer feature allowing visitors to search “what’s nearby” 16 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 5 of 9 Solution Description and explore the destination / member listings in an interactive map experience. CMS-CORE: Partner Listings Partner Listings are driven by the data stored in your Member/Partner CRM group and display as much (or as little) data per Partner as you need so that you can highlight everyone the same or create tiers. CMS-SIMPLESUPPORT: Plan 5 SimpleSupport allows you to bundle account planning, creative work, website development and future maintenance and support needs under one umbrella for simple budgeting all while taking advantage of a discounted hourly rate. Your SimpleSupport plan will also provide extra value offers and incentives to help stretch your marketing budget further. Rollover hours can be used or saved for larger initiatives, work orders or new modules and any unused hours can be rolled over to the next year’s SimpleSupport plan, if contracted. CMS-CORE: Special Offers/Coupons Categorize and publish all coupons, special offers and packages that your Partners have to offer while also allowing them to manage all aspects of these offers via the Extranet. CMS-PLATFORM: Tier 1 - Low Traffic "CMS Base Annual Licensing Includes: Homepage Slideshow & Interior Header Management Image & Video Display via Vimeo Pro (Recommended) & YouTube Ongoing CMS Platform Point Updates and Version Upgrades Media Asset Management Library (Images, Videos, Documents & Includes Toast UI Image Editing Integration) Metatag Management Redirect Module Articles Module RSS Feeds Microsite Management via Template Generator Landing Pages, Vanity URLs Site Search via SOLR User Permissioning Content Ownership Extension Hosting and Sitewide SSL Certificate Edgio Delivery CDN (Content Delivery Network) Code Editor (CSS, Template & Javascript Code Overwrite Capabilities) Responsive GEO Triggers (Listings, Coupons, Events) App Smart Banner In-Page Social Sharing Schema.org and Open Graph Tagging Capabilities Quality Assurance Testing Website Build Project Management & Staff Training Access to Client Portal (Ticketing System, Documentation, Webinars, User Forum)" CRM PLATFORM: Licensing Tier 1 Built by the industry for the industry, Simpleview CRM lets you manage all 17 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 6 of 9 Solution Description - Per User aspects of your destinations or destination organizations in one convenient place. From partner relationships to marketing automation, from meetings and event sales management to collaborating across departments, Simpleview CRM is intuitive and easy to use. Use Simpleview CRM to focus on your organization's important goals and groups like: •Members & Partners: Strengthen relationships with key stakeholders and show your value •Leisure Travel: Capture traveler information and target your marketing efforts •Group Sales: Manage the entire sales and services lifecycle for meetings, sports, travel trade, and other group business •Marketing & Media Relations: Organize Fam Trips, manage campaigns, and report media exposure Simpleview is a leading provider of CRM, CMS, website design, digital marketing services, and data insights for tourism boards, convention bureaus, destination marketing and management organizations (DMOs), venues and attractions. The company employs staff across the globe, serving clients of all sizes, including small towns, world capitals, top meeting destinations, and countries across multiple continents. Make the most of every opportunity for your destination with Simpleview CRM. CMS-MODULE: Blog (Basic) - License In today’s world of Digital Marketing, the blog has proven to be one of the most effective means of generating excitement and interest in your destination. A blog is the perfect place to post using unique voices, highlight timely trends or post evergreen “best of” lists for restaurants, attractions and more. Such a dynamic module deserves an exciting presentation. The tiers offered below can create an exciting home page, collection widgets or even an Editorial Suite to perfectly capture your team’s amazing blog content. CMS-MODULE: QuickView - License "Quickview is an add-on feature for Listings, Events and Offers Pro as well as Collections that makes your content more accessible and engaging throughout your site. Visitors will be able to select the Quickview option for any applicable content element (listings, offers, etc.) to see an immediate panel with a preview of that item’s detailed info. Users can then click into that item’s detail page or continue browsing their current page and potentially “quickview” any other items before moving onto the detailed page they are interested in. This interactive element greatly enhances engagement, time on site and ease of use with your website visitors. Specific placement and styling of the Quickview button will be discussed with your team during the implementation process across Listings, Events, 18 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 7 of 9 Solution Description Offers and Collections (each will require a one-time implementation fee). Quickview also generally dictates a required detail page template update across your site – this will be determined on a case-by-case basis (and also dictates a one-time fee). The implementation team will also enable your CMS for easy inclusion of a Quickview trigger that can be included within content boxes. E.g. in the case where you might want an intro paragraph to have a quickview link to a certain item. Last but not least, where applicable, Quickview will feed views, impressions and click throughs back to the Member Benefits Summary of your CRM and Extranet." DM-SOCIAL: Simpleview UGC (Curator.io) According to Google’s 5 Stages of Travel, the process of researching, planning and executing a trip directly contributes to shared experiences that inspire others to repeat the travel purchase cycle. Social Content Curation will allow your DMO to take advantage of this process and continuously inspire travelers to visit your destination. 19 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 8 of 9 TERMS & CONDITIONS •This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. •If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-458884 dated 30 Jul 2025 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. •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 Chapel Hill and Orange County Visitors Bureau to provide applicable exemption certificate(s). •Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. 20 Order Form Chapel Hill and Orange County Visitors Bureau Order #: Q-458884 Prepared: 30 Jul 2025 Page 9 of 9 BILLING INFORMATION Billing Contact:Purchase Order Required? [ ] - No [ ] - Yes Billing Address:PO Number: If PO required Billing Email:Billing Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-458884 dated 30 Jul 2025 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. AGREEMENT AND ACCEPTANCE By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Chapel Hill and Orange County Visitors Bureau Signature: \s1\ Name: \n1\ Title: \t1\ Date: \d1\ 21 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/4/2025 The Baldwin Group Mid-Atlantic LLC DBA BCP Tech 1511 Baltimore, Ste 200 Kansas City MO 64108 816-523-2323 certificates@brushkc.com License#: CA#0658748 Berkley National Insurance Com 38911 GRANLLC-01 Riverport Insurance Company 36684Granicus, LLC 1152 15th Street, Suite 800 Washington, DC 20005 ACE American Insurance Company 22667 710529154 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X Y TCP 7024348 - 11 10/20/2024 10/20/2025 2,000,000 A 1,000,000 X X Y TCP 7024348 - 11 10/20/2024 10/20/2025 A X X 15,000,000TCP 7024348 - 11 10/20/2024Y 10/20/2025 15,000,000 B XYTWC 7024349-11 10/20/2024 10/20/2025 1,000,000 1,000,000 1,000,000 C Cyber/ Tech E&O D0246732A 10/20/2024 10/20/2025 Limit 5,000,000 Orange County, its officers, agents and employees are included as an Additional Insured(s) with respect to General Liability, Auto Liability, and Umbrella Liability if required by written contract and subject to terms, conditions, and exclusions of the policy. A Waiver of Subrogation in favor of the Orange County, its officers, agents and employees applies to Workers Compensation if required by written contract, and subject to terms, conditions, and exclusions of the policy. Orange County 300 West Tyron Street P.O. Box 8181 Hillsborough NC 27278 22 COMMERCIAL AUTOMOBILE CA 83 63 03 23 Page 2 of 9 Includes material copyrighted by Insurance Services Office, Inc., with its permission CA 83 63 03 23 A. Who is an Insured – Employees, Partners, Members, Volunteers and Board Members The following is added to Section II – Covered Autos Liability Coverage, Paragraph A.1.: d. Any “employee”, partner or member of yours while using a covered “auto” you don't own, hire or borrow in your business or your personal affairs. e. An “employee” of yours while operating an “auto” hired or rented under a contract or agreement in an “employee’s” name, with your permission, while performing the duties related to the conduct of your business. f. A "volunteer" of yours while operating an "auto" hired or rented under a contract or agreement in a "volunteer's" name, with your permission, while performing duties related to the conduct of your business. This insurance does not apply to: Volunteer Injury “Bodily injury” to: (1) Any “volunteer” or any fellow “volunteer” of the “insured” if sustained while such “volunteer” is performing duties related to the conduct of your business. (2) The spouse, child, parent, brother or sister of that “volunteer” as a consequence of paragraph f.(1) above. g. Board members (or their spouses) while renting a vehicle while on business for the named insured. B. Automatic Additional Insureds by Contract and Primary and Non-contributory Provision (1) Section II – Covered Autos Liability Coverage, Paragraph A.1. is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under a written contract or written agreement in effect on the date of the “accident”; and signed by all parties prior to the “accident.” (2) This person or organization is an Additional Insured only to the extent you are liable for an “accident” caused, in whole or in part, by the use of a covered “auto” being driven by you or any “insured.” However: a. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and b. If coverage provided to the Additional Insured is required by a written contract or written agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. (3) With respect to insurance provided to an Additional Insured the following provisions apply: a. This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1) The Additional Insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. 23 CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with its permission Page 3 of 9 b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2) Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. Leased Auto Coverage With respect to insurance provided to an Additional Insured who is a lessor of a “leased auto” the following provisions apply: (1) Section II – Covered Autos Liability Coverage, Paragraph A. is amended by adding the following: a. Any “leased auto” designated or described in the Schedule will be considered a covered “auto” you own and not a covered “auto” you hire or borrow. b. For a covered “auto” that is a “leased auto” Who Is An Insured is changed to include as an “Insured” the lessor. c. The coverages provided under this endorsement apply to any “leased auto” described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the “leased auto,” whichever occurs first. (2) Section IV – Business Auto Conditions, Paragraph A.4. Physical Damage Coverages is amended by adding the following: d. Pay, as interest may appear, you and the lessor for “loss” to a “leased auto.” (1) This insurance covers the interest of the lessor unless the “loss” results from fraudulent acts or omissions on your part. (2) If we make any payment to the lessor, we will obtain his or her rights against any other party. (3) Section V – Definitions is amended by adding the following definition: “Leased auto” means any “auto” leased or rented to you including any substitute, replacement or extra “auto” needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. D. Owned Subsidiaries and Newly Acquired or Formed Organizations Section II - Covered Autos Liability Coverage, Paragraph A.1.c. is deleted and replaced the following: c. Any subsidiary which is a legally incorporated entity of which you maintain ownership or majority interest on the effective date of this Coverage Form, except: 24 Page 4 of 9 Includes material copyrighted by Insurance Services Office, Inc., with its permission CA 83 63 03 23 (1) Any subsidiary that is an insured under any other automobile liability policy. (2) Any subsidiary which would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. d. Any organization you newly acquire or form, and in which you maintain ownership or majority interest, but only for the period beginning when you first maintained majority interest until the end of the policy period of this Coverage Form, or the next anniversary of the inception date of this Coverage From, whichever is earlier. However, the newly acquired or formed organization is not an “Insured”: (1) For “bodily injury” or “property damage” resulting from an “accident” that occurred before you acquired or formed the organization. (2) If it is an insured under any other automobile liability policy or would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. e. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. E. Supplementary Payments (1) Section II – Covered Autos Liability Coverage, Paragraph A.2.a.(2) is deleted and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an “accident” we cover. We do not have to furnish these bonds. (2) Section II – Covered Autos Liability Coverage, Paragraph A.2.a.(4) is deleted and replaced with the following: (4) All reasonable expenses incurred by the “Insured” at our request, including actual loss of earnings up to $1,000 a day because of time off from work. F. Fellow Employee Section II – Covered Autos Liability Coverage, Paragraph B.5.b. is amended with the addition of the following: This exclusion does not apply to “bodily injury” resulting from the use of a covered “auto” you own or hire. This Coverage is excess over any other collectible insurance. G. Physical Damage Coverage Extensions – Towing and Labor Section III – Physical Damage Coverage, Paragraph A.2. is replaced with the following: We will pay up to $200 for towing and labor costs incurred each time a covered “auto” that is a private passenger type, light truck or medium truck is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. H. Physical Damage Coverage Extensions – Glass Breakage Section III – Physical Damage Coverage, Paragraph A.3. is amended by adding the following: No deductible for covered “autos” applies to “loss” resulting from glass breakage. 25 CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with its permission Page 5 of 9 I. Physical Damage Coverage Extensions – Transportation Expenses Section III - Physical Damage Coverage, Paragraph A.4.a. is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expense incurred by you because of “loss” to a covered “auto”. We will pay only for those covered “autos” for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred until the covered “auto” is returned to use or we pay for its “loss,” regardless of the policy's expiration. We will pay under this Coverage Extension only that amount of Transportation Expenses which is not already provided under Paragraph O. Rental Reimbursement Coverage Extension of this endorsement. J. Hired Auto Physical Damage Coverage Section III - Physical Damage Coverage, Paragraph A.4. is amended to add the following: c. Hired Auto Physical Damage Coverage If Comprehensive Coverage, Specified Causes of Loss or Collision Coverage is shown in the Declarations for any covered “auto”, then the same type of Physical Damage Coverage is provided for any Hired Auto, subject to the following: (1) The most we will pay for any one “accident” or “loss” is the lesser of: (a) The actual cash value of the covered “auto” at the time of the “loss”; or (b) The actual cost to repair or replace such covered “auto” at the time of the “loss”. (2) The Limit of Insurance as determined under Paragraph 1. above, will be reduced by any applicable Comprehensive or Collision deductible for each covered “auto”. This deductible will be equal to the largest deductible applicable under any coverage for such covered “auto”. No deductible applies to “loss” caused by fire or lightning. (3) The coverage provided by this Coverage Extension will be excess over any other collectible insurance. (4) Subject to Paragraphs 1., 2., and 3. above, we will provide the broadest coverage applicable to any covered “auto” shown in the Declarations. (5) For coverage provided under this coverage extension, the last sentence of Paragraph A.4.b. of Section III – Physical Damage Coverage, is deleted and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3,000 per “accident” if loss of use results from an “accident” for which you are legally liable and the lessor incurs a financial loss. 26 Page 6 of 9 Includes material copyrighted by Insurance Services Office, Inc., with its permission CA 83 63 03 23 K. Total Theft of a Covered Auto Section III – Physical Damage Coverage, Paragraph A.4. is amended to add the following: d. Total Theft of a Covered Auto In the event of the total theft of a covered “auto”: (1) Coverage includes personal items in the covered “auto” at the time of loss up to a maximum of $500. No deductible applies to this coverage. (2) We will pay reasonable expenses for returning the stolen covered “auto” to you once it is recovered, up to a maximum of $1,000. No deductible applies to this coverage. L. Auto Loan / Lease Gap Protection Section III – Physical Damage Coverage, Paragraph A.4. is amended to add the following: e. Auto Loan / Lease Gap Coverage In the event of a total “loss” of a covered “auto” shown in the Declarations for which Physical Damage Coverage is provided, we will provide coverage for any unpaid amount due on the lease or loan for such covered “auto”, less the following: (1) The amount paid under the Physical Damage Coverage Section of the Policy for that covered “auto”; and (2) Any: (a) Overdue or any deferred lease or loan payments at the time of the “loss”; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the lessor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. Customization Coverage Section III – Physical Damage Coverage, Paragraph A.4. is amended to add the following: f. Customization Coverage (1) We will pay with respect to a covered “auto” for “loss” to automobile customization which includes special carpeting and insulation, height - extended roofs and custom murals, paintings, vinyl wraps or other details or graphics. (2) Our limit of liability for “loss” to automobile customizations in any one “loss” shall be the least of: (a) The actual cash value of the stolen or damaged property; (b) The amount necessary to repair or replace the property; or (c) $2,000. This Coverage Extension does not apply to electronic equipment. 27 CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with its permission Page 7 of 9 N. Newly Acquired Owned Autos And Donated Autos Physical Damage Coverage Section III – Physical Damage Coverage, Paragraph A.4. is amended to add the following: g. Newly Acquired Owned Autos and Donated Autos Physical Damage Coverage (1) If Comprehensive, Specified Causes of Loss, or Collision Coverage is provided by this Policy, the coverage is extended to apply to Physical Damage “loss” to your newly acquired owned “autos” and donated autos. We will provide the broadest coverage available to any covered “auto” shown in the Declarations. (2) The most we will pay for “loss” to a newly acquired “auto” or donated auto is the least of: (a) The actual cash value of the damaged or stolen property as of the time the “loss,” or your actual cost of purchase of the newly acquired “auto”, whichever is more; (b) The actual cost of: i. Replacing the damaged or stolen property with other property of like kind and quality; or ii. Repairing the damaged property without deduction for depreciation; or (c) $100,000. However, the most we will pay for all covered physical damage “loss” for newly acquired autos and donated autos occurring during the policy period shown on the Declarations is $100,000. (3) For each newly acquired “auto” our obligation to pay “loss” will be reduced by a deductible equal to the highest deductible applicable to any “auto” for that coverage. No deductible will be applied to “loss” caused by fire or lightning. (4) Coverage under this Extension, for newly acquired owned “autos” is afforded until you notify us to add the newly acquired owned vehicle to your auto schedule or until the end of the policy period, whichever is earlier. O. Rental Reimbursement Coverage Extension Section III – Physical Damage Coverage, Paragraph A.4. is amended to add the following: h. Rental Reimbursement Coverage (1) For those covered “autos” for which you carry Comprehensive or Specified Cause of Loss Coverage: (a) We will pay up to $100 per day, for up to 30 days, for Rental Reimbursement Expenses incurred by you for the rental of an “auto” because of a “loss” to a covered “auto”. (b) We will pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered “auto”. (2) We will pay under this coverage extension only that amount of your Rental Reimbursement Expenses which is not already provided under Paragraph I. Transportation Expenses of this endorsement. P. Accidental Discharge – Airbag Coverage Section III – Physical Damage Coverage, Exclusion B.3.a. does not apply to “loss” due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. Original Equipment Manufacturer (OEM) Part Replacement 28 Page 8 of 9 Includes material copyrighted by Insurance Services Office, Inc., with its permission CA 83 63 03 23 Section III – Physical Damage Coverage, Paragraph C.1. is amended to include the following: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer (OEM) replacement parts if the damaged parts cannot be repaired. R. Multiple Deductibles Section III – Physical Damage Coverage, Paragraph D. is amended to add the following: When two or more covered “autos” sustain “loss” in a single incident, a single Physical Damage deductible will apply to the total “loss” for all covered “autos.” That deductible will be the largest of all deductibles applying to any of the covered “autos” involved in the single incident. S. Notice and Knowledge of Occurrence – Duties in the event of an Accident, Claim, Suit or Loss 1. Section IV – Business Auto Conditions, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of “accident,” claim, “suit” or “loss,” you must give us or our authorized representative notice as soon as practicable of the “accident” or “loss” after the “accident” or “loss” is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the “accident” or “loss” occurred; (2) The “insured's” name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. 2. Section IV – Business Auto Conditions, Paragraph A.2.b(2) is deleted and replaced with the following: (2) As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or “suit” after the claim or “suit” is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. Blanket Waiver of Subrogation by Written Contract Section IV – Business Auto Conditions, Paragraph A.5. is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any “accident” or “loss”, provided that the “accident” or “loss” arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. Unintentional Errors and Omissions Section IV – Business Auto Conditions, Paragraph B.2. is amended to add the following: However, if you should unintentionally mispresent or conceal information to us at any time, we will not deny coverage under this policy based on this unintentional error or omission. This provision does not affect our right to cancel or non-renew your coverage or collect additional premium for any added exposures. 29 CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with its permission Page 9 of 9 V. Mental Anguish Section V – Definitions, Definition C. “Bodily Injury” is deleted and replaced by the following: “Bodily Injury” means physical injury, sickness or disease sustained by a person including death resulting from any of these. “Bodily Injury” also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. 30 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT_WC 00 03 13_04/84 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/20/2024 Policy No. TWC 7024349 11 End orsement No. Insured Wildebeest Topco LLC Premium Insurance Company:Countersigned by Berkley National Insurance Company WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance Page 1 of 1 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. Schedule Any person or organization for which you have agreed to waive your rights of recovery in a written contract, provided such contract was executed prior to the date of loss. 31 G-00000-A (Ed. ) It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS Additional Insureds1. 2.AdditionalInsured-PrimaryAndNon-ContributoryToAdditionalInsured’sInsurance 3.BodilyInjury–ExpandedDefinition Broad Knowledge of Occurrence/ Notice of Occurrence4. Broad Named Insured5. Estates, Legal Representatives and Spouses6. 7.ExpectedOrIntendedInjury–ExceptionforReasonableForce In Rem Actions8. Incidental Health Care Malpractice Coverage9. 10. Joint Ventures/Partnership/Limited Liability Companies 11.LegalLiability–DamageToPremises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15.PersonalAndAdvertisingInjury–DiscriminationorHumiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19.PropertyDamage–Patterns,MoldsandDies 20. Unintentional Failure To Disclose Hazards 21.WaiverofSubrogation–Blanket Page 1 of 13G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 32 G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 1.A DDITIONAL INSUREDS a.W HO 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. H owever, 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.C ontrolling 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.s uch person or organization’s financial control of a Named Insured; or 2.p remises 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.C o-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.G rantor 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.L essor 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. E.L essor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury,property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G-00000-A Page 2 of 13 (Ed. ) 33 G-00000-A (Ed. ) F. 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. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver’s liability for bodily injury, property damage or personal and advertising injury arising out of the NamedInsured’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. H.StateorGovernmentalAgencyorSubdivisionorPoliticalSubdivisions–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’sliabilityforbodily 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. I. Trade 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 NamedInsured’s acts or omissions; or b.the acts or omissions of those acting on the NamedInsured’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 . G-00000-A Page 3 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 34 G-00000-A (Ed. ) 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 personororganization’spremisesinconnectionwiththesaleofaproduct; g.products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d. or f. above; or (2)such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2.This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3.This Paragraph J. also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the NamedInsured’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 Page 4 of 13G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 35 G-00000-A (Ed. ) 2.for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a.this Coverage Part provides such coverage; b.the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c.the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2.ADDITIONALINSURED-PRIMARYANDNON-CONTRIBUTORYTOADDITIONALINSURED’SINSURANCE 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.BODILYINJURY–EXPANDEDDEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the 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 G-00000-A Page 5 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 36 G-00000-A (Ed. ) b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership or joint venture; or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this 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. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse , where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse . No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’ acts, errors or omissions in the conduct of the NamedInsured’s business. 7.EXPECTEDORINTENDEDINJURY–EXCEPTIONFORREASONABLEFORCE 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. Page 6 of 13G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 37 G-00000-A (Ed. ) 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured , will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the NamedInsured’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: Contractual 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: G-00000-A Page 7 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 38 G-00000-A (Ed. ) a. professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii.delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: •the NamedInsured’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 NamedInsured’s business; when such bodily injury arises out of a health care incident. •the NamedInsured’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 NamedInsured’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. G-00000-A Page 8 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 39 G-00000-A (Ed. ) D.The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1)To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: •the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor •the conduct of a current or past limited liability company in which a Named 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 Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date; and c.there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11.LEGALLIABILITY–DAMAGETOPREMISES 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: Page 9 of 13G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 40 G-00000-A (Ed. ) a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D.The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii)That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the NamedInsured’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. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7.Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C – Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:@@@@@@@@@@@@@@ ; or (2)the amount shown in the Declarations for Medical Expense Limit. B.Under COVERAGES, the Insuring Agreement of Coverage C – Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured , provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained, paid crew to the Named Insured ; and 3.the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured , provided the watercraft is: (a)less than 75 feet long; and (b)not being used to carry persons or property for a charge. Page 10 of 13G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 41 G-00000-A (Ed. ) 15.PERSONALANDADVERTISINGINJURY–DISCRIMINATIONORHUMILIATION A.Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: •Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES, Coverage B – Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured; or (b)any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2.add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY –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 Page 11 of 13G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 42 G-00000-A (Ed. ) (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a)liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b)such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B.Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named 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 SUPPLEMENTARYPAYMENTS–COVERAGESAANDB: 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.PROPERTYDAMAGE–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 SUPPLEMENTARYPAYMENTS–COVERAGESAANDB is amended as follows: A.Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B.Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. G-00000-A Page 12 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 43 G-00000-A (Ed. ) 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A.is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B.applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named 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 NamedInsured’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. Page 13 of 13G-00000-A (Ed. ) Attachment Code: D524693 Certificate ID: 18166892 Policy Number: TCP 7024348-11 44