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HomeMy WebLinkAboutGRANICUS, LLC Docusign Envelope ID: ,19 "WF-Of4yp-e; 5 P� 34F❑86307 A-2026-044� WORK MAY NOT PROCEED CITY CLERK MAYOR DATE. MAY O 7 2026 ., CITY MANAGER Valerie Amezcua y ?F;�. Alvaro Nunez MAYOR PRO TEM CITY ATTORNEY David Penaloza Sonia R.Carvalho COUNCILMEMBERS CITY CLERK Phil Bacerra ��� �., Jennifer L. full Johnathan Ryan Hernandez ' Jessie Lopez Thai Viet Phan Benjamin Vazquez CITY OF SANTA ANA CITY CLERK'S OFFICE 20 Civic Center Plaza I PO Box 1988 Santa Ana,California 92702 wwwsanta-ana.or April 7, 2026 Granicus, LLC. Attention: Ms. Bernadette Foley 1152 15'h Street NW Washington DC 20005 Re: _Extension of Agreement No,A-2021-079 to Provide an Automated Agenda Management System Pursuant to Section 3 ("Term") of the above-referenced Agreement, entered into by Prime Government Solutions, Inc. and the City of Santa Ana, dated June 1, 2021, and assumed by Granicus, LLC as part of the acquisition of Rock Solid' in 2022, the parties hereby exercise their option to extend the term of the Agreement for an additional and final one year through May 31, 2027. Any insurance certificates are required to be extended and/or renewed to cover this extension. All other terms and conditions of the Agreement remain unchanged and in full force and effect except that the compensation shall be for an annual fee of$54,636.35 as set forth in the attached order form. CITY O SANTA AN ATTEST • Alvaro Nunez Jennifer a City Manager City Cl APPROVED AS TO FORM GRANICUS, LLC. EVd, Laura A. Rossini By: Bernadette Foley Chief Assistant City Attorney Title: Senior Manager, Renewals Prime Government Solutions was acquired by Rock Solid in 2021. SANTA ANA CITY COUNCIL Valerie Amezcua David Penaloza Thai Viet Phan 9enjamin Vazquez Jessie Lopez Phil Bacema Johnathan Ryan Hernandez Mayor May Pro Tern-Ward 6 Ward 1 ward 2 Ward 3 Ward 4 ward 5 vamezcualc'asantaana.grg �enalgza(u�santa-ana.or9 Iohani7�?sanla-ana,org hvazouez@sanla-ana.oro iessielopezCu�santaana.org obaeeRafh�samaana,gra lryanhemandezasanta-aria pra Docusign Envelope ID:DF02A510-7610-4335-9795-5DA34FD86307 GRAN ICIJS THIS IS NOT AN INVOICE Order Form Prepared for Santa Ana, CA Granicus Proposal for Santa Ana, CA ORDER DETAILS Prepared By: Mary Gomez Phone: Email: mary.gomez@granicus.com Order#: Q-532917 Prepared On: 06 Apr 2026 Expires On: 03 Apr 2026 ORDER TERMS Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 24 Jun 2026 Period of Performance: 25 Jun 2026-24 Jun 2027 Order #: Q-532917 Prepared: 06 Apr 2026 Page 1 of 5 Docusign Envelope ID:DE02A510-7610-4335-9795-5DA34FD86307 G R AN I C 1J S Order Form Santa Ana, CA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Solution Billing quantity/Unit Annual Fee Fre uenc Lega c y SK U for Agenda Automation Annual 1 Each $54,636.35 SUBTOTAL: $54,636.35 Order #: Q-532917 Prepared:06 Apr 2026 Page 2 of 5 Docusign Envelope ID'.DE02A510-7610-4335-9795-5DA34FD86307 G` G R A N I CU S Order Form Santa Ana, CA PRODUCT UPDATES FOR INFORMATION ON RECENT AND UPCOMING PRODUCT ENHANCEMENTS ACROSS THE GRANICUS PORTFOLIO, PLEASE REFER TO THE SEMIANNUAL UPDATE INFORMATION ON THIS WFBPAGE: : HTTPS://GRANICUS.COM/SEMIANNUAL-UPDATES/ PRODUCT DESCRIPTIONS Solution Description Legacy SKU for Agenda Legacy SKU for Agenda Automation Automation Order #: Q-532917 Prepared: 06 Apr 2026 Page 3 of 5 Docusign Envelope ID:DE02A510-7610-4335-9795-5DA34FD86307 GRANICUS Order Form Santa Ana, CA 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-532917 dated 06 Apr 2026 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 Santa Ana, CA 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. • The terms and conditions set forth in the agreement effective 01 Jun 2021 (the"Agreement") are incorporated herein by reference. Order#: Q-532917 Prepared: 06 Apr 2026 Page 4 of 5 Docusign Envelope ID:DE02A510-7610-4335-9795-5DA34FD86307 GRAN ICUS Order Form Santa Ana, CA BILLING INFORMATION [Billing Contact: Purchase Girder [ ] - No _Required? [ ] - Yes Billing Address: PO Number: If PO re aired Billing Email filling Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote 0-532917 dated 06 Apr 2026 are incorporated into this Purchase Order by reference and shall fake 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. Santa Ana, CA Signature: Name: Title: Date: Order #: Q-532917 Prepared: 06 Apr 2026 Page 5 of 5 /YYW) A`oRo° CERTIFICATE OF LIABILITY INSURANCE DATE 5(MM/DD(MMIDD6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: The Baldwin Group Mid-Atlantic LLC PHONE FAX DBA BCP Tech 1511 Baltimore, Ste 200 vC No Ext: 816-523-2323 vc,NO): E-MKansas City MO 64108 ADDRESS: certificates@brushkc.com INSURER(S)AFFORDING COVERAGE NAIC# License#:CA#0658748 INSURERA: Berkley National Insurance Com 38911 INSURED GRANLLC-01 INSURERB: Riverport Insurance Company 36684 Granicus, LLC 1152 15th Street INsuRERc:ACE American Insurance Company 22667 Suite 800 INSURERD: Federal Insurance Company 20281 Washington DC 20005 INSURERE: Vantage Risk Specialty Insuran 16275 INSURER F: COVERAGES CERTIFICATE NUMBER:157317019 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILRY Y Y TCP 7024348-12 10/20/2025 10/20/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY D PRO JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y TCP 7024348-12 10/20/2025 10/20/2026 COEaMBINED accident SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED X NON-OWNED FIR ER DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident E X UMBRELLA LIAB X OCCUR C-4LPX-250837-CEPM M-2025 10/20/2025 10/20/2026 EACH OCCURRENCE $15,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $15,000,000 DED RETENTION$ $ B WORKERS COMPENSATION Y TWC 7024349-12 10/20/2025 10/20/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE FN] N/A E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Cyber/Tech E&O D0246732A 10/20/2025 10/20/2026 Agg/Occ Limit 5,000,000 D Crime J06844844 1/29/2026 1/29/2027 Limit 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) City of Santa Ana, its officers,officials,employees,agents and volunteers are included as an Additional Insureds with respect to General Liability,Auto Liability and Cyber/Tech E&O if required by written contract and subject to terms,conditions and exclusions of the policies.Coverage is provided on a Primary& Non-Contributory basis on the General Liability,Auto Liability and Cyber/Tech E&O if required by written contract and subject to terms,conditions and exclusions of the policies.A Waiver of Subrogation in favor of the City of Santa Ana, its officers,officials,employees,agents and volunteers applies to General Liability,Auto Liability and Workers Compensation if required by written contract,and subject to terms,conditions,and exclusions of the policies. Umbrella Liability policy follows form over General Liability,Auto Liability and Workers Compensation/Employers Liability subject to terms,conditions,and exclusions of the policies. APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 10:43 am,May 11,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 fig( ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE 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 ofyour 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 contractor agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. Page 2 of 9 Includes material copyrighted by Insurance Services Office, Inc., CA 83 63 03 23 with its permission 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: CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with Page 3 of 9 its permission (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. Page 4 of 9 Includes material copyrighted by Insurance Services Office, Inc., with CA 83 63 03 23 its permission 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. CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with Page 5 of 9 its permission 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. Page 6 of 9 Includes material copyrighted by Insurance Services Office, Inc., with CA 83 63 03 23 its permission 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 CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with Page 7 of 9 its permission 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.S. 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. Page 8 of 9 Includes material copyrighted by Insurance Services Office, Inc., with CA 83 63 03 23 its permission 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. CA 83 63 03 23 Includes material copyrighted by Insurance Services Office, Inc., with Page 9 of 9 its permission CHUBB" ADDITIONAL INSURED — BLANKET PURSUANT TO A CONTRACT — DIGITECH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: 1. It is agreed that Section II, Definitions, the definition of Insured paragraph 6 is deleted and replaced with the following: 6. any natural person or entity for whom an Organization is required by written contract or agreement to provide insurance coverage under this Policy(hereinafter"Additional Insured"),but only A ith respect to Claims: a. arising out of any Incident committed after the Organization and the Additional Insured entered into such written contract or agreement; b. for any Incident committed by,on behalf of,or at the direction of the Organization; and c. subject to the lesser of the limits of insurance required by such written contract or agreement between the Organization and the Additional Insured, or the applicable Limits of Insurance of this Policy. However, no natural person or entity shall be an Additional Insured with respect to any Claim arising solely out of such natural person's or entity's independent act, error, or omission. In the event of a disagreement between the Named Insured and the natural person or entity as to whether the Claim arises solely out of such natural person's or entity's independent act, error, or omission, it is agreed that the Insurer shall abide by the determination of the Named Insured on this issue, and such determination shall be made by the Named Insured within 20 days of the notification to the Insurer of the applicable Claim. 2. Section XII, Other Insurance, is amended by deleting the term"Technology Incident" and replacing it with the term"Incident". All other terms,conditions and limitations of this Policy shall remain unchanged. PF-48238(02/19) Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured — Lessors of Leased L. Duties in the Event of Occurrence, Offense, Equipment Claim or Suit B. Additional Insured —Owners, Managers or M. Expected or Intended Injury or Damage Lessors of Premises (Property Damage) C. Additional Insured - Primary and Non- N. Damage to Premises Rented To You contributory D. Additional Insured —Vendors O. Medical Payments E. Additional Insured —Written Contractor P. Non-owned Aircraft Agreement F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission J. Damage to Property— Borrowed Equipment, U. Waiver of Subrogation - Blanket Customer Goods, Use of Elevators K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for"bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or"property damage" caused by an "occurrence"that takes place, or"personal and advertising injury" caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II -Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any "bodily injury" or"property damage" caused by an "occurrence"that takes place, or"personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: 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. D. ADDITIONAL INSURED -VENDORS Under Section II -Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage"that: 1. Is caused by an "occurrence"that takes place after you have signed and executed that contract or agreement; and 2. Arises out of"your products"which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in "your products" made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of"your products"; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of"your products"; or f. "Your products"which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED -WRITTEN CONTRACT OR AGREEMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage"that: 1. Is caused by an "occurrence"that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III -Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your"locations" owned by or rented or leased to you. Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. 2. Under Section V- Definitions, the following is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II -Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. "Bodily injury"to: a. A co-participant, your"employee" or"volunteer worker"while participating in amateur athletic activities that you sponsor; or b. You, any partner or member(if you are a partnership or joint venture), or any member (if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. "Property damage"to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co-participant, your"employee" or"volunteer worker"; or b. You, any partner or member(if you are a partnership or joint venture), or any member (if you are a limited liability company), or any"executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V- 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 resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II -Who Is Insured,the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership,joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for"property damage" liability is subject to the following: 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage"to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; do not apply to "property damage"to "customers'goods"while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. 2. Subject to the Each Occurrence Limit, the most we will pay for"property damage"to "customers' goods" is $25,000 per"occurrence". 3. Under Section V- Definitions, the following is added: "Customers' goods" means goods of your customer on your premises for the purpose of being: a. Repaired; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. b. Used in your manufacturing process. 4. Under Section IV-Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II -Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 2. Under Section V- Definitions, the following definition is added: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV-Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an "occurrence" offense, claim or"suit"; and b. Send us documents concerning a claim or"suit"apply only when such accident claim, "suit" or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence"to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular"occurrence" is a liability claim rather than a workers' compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I -Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. 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. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part,then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by 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 you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III -Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by 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, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. 3. Paragraph 6. of Section III -Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of"property damage"to premises while rented to you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV-Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke"or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. 'Insured contract" of Section V- Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this provision "smoke"does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I -Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft,Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II -Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. "Bodily injury"to a co-"employee" of the person operating the watercraft; or b. "Property damage"to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft,Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II -Who Is An Insured, item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I -Coverages, Supplementary Payments -Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV-Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION -BLANKET Under Section IV-Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the"bodily injury"or"property damage",that requires you to waive your rights of recovery. Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. C H U B B° CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY Insureds shall cooperate with, and provide any additional information reasonably requested by, the Insurer in its investigation of any Incident and review of Costs, including the right to investigate and audit the proof of loss and inspect the records of an Insured. B. In addition to an Insured's proof of loss as set forth in Subsection A above, with respect to Insuring Agreement B,the Business Interruption Loss or Contingent Business Interruption Loss will be determined taking full account and due consideration of such proof of loss and the trends or circumstances which affect the profitability of the business and would have affected the profitability of the business had the Business Interruption Loss or Contingent Business Interruption Loss not occurred, including all material changes in market conditions or adjustment expenses which would affect the net profit generated. However, the Insurer's adjustment will not include the Insured's increase in income that would likely have been earned as a result of an increase in the volume of business due to favorable business conditions caused by the impact of a Malicious Computer Act on others. XI. ALLOCATION If a Claim includes both covered and uncovered matters,then coverage shall apply as follows: A. Claims Expenses: One hundred percent (t00%) of Claims Expenses incurred by any Insured on account of such Claim shall be considered covered provided that the foregoing shall not apply with respect to: (i) a Regulatory Proceeding; or, (ii) any Insured for whom coverage is excluded pursuant to Exclusion III.A.1 or Section XIV, Subsection C. With respect to a Regulatory Proceeding, amounts for covered Claims Expenses and for uncovered fees, costs, and expenses shall be allocated based upon the relative legal and financial exposures of, and the relative benefits obtained by, the parties to such matters. B. Loss other than Claims Expenses: all remaining loss incurred by such Insured from such Claim shall be allocated between covered Damages and uncovered damages based upon the relative legal and financial exposures of,and the relative benefits obtained by,the parties to such matters. XII. OTHER INSURANCE If any Costs, Damages, or Claims Expenses covered under this Policy are covered under any other valid and collectible insurance,then this Policy shall cover such Costs, Damages, or Claims Expenses, subject to the Policy terms and conditions, only to the extent that the amount of such Costs, Damages, or Claims Expenses are in excess of the amount of such other insurance, whether such other insurance is stated to be primary, contributory, excess,contingent, or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Insurance provided by this Policy. Notwithstanding the foregoing, in the event an Insured has, prior to any Technology Incident, contractually obligated itself to provide primary and non-contributory insurance to any Additional Insured, as defined under subparagraph 6 of the definition of Insured, this Policy will be considered primary and not excess of or non-contributory to any other insurance provided by, or for the benefit of, such Additional Insured. XIIL MATERIAL CHANGES IN EXPOSURE A. ACQUISITION OR CREATION OF ANOTHER ENTITY If,during the Policy Period,the Named Insured: 1. acquires voting securities in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary; or 2. acquires any entity by merger into or consolidation with the Named Insured; then, subject to the terms and conditions of this Policy, such entity and its natural person Insureds shall be covered under this Policy but only with respect to Claims for Incidents, or Incidents, as applicable, taking place after such acquisition or creation, unless the Insurer agrees to provide coverage PF-48336(02/19) Page 22 of 26 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 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. 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 Policy No. Endorsement No. 10/20/2025 TWC 7024349 12 Insured Premium Wildebeest Topco LLC Insurance Company: Countersigned by Berkley National Insurance Company WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance Page 1 of 1 COMMERCIAL AUTO CL CA FS 01 09 08 Policy Number: TCP 7024348 -12 SCHEDULE OF FORMS AND ENDORSEMENTS The following Declarations, Coverage Forms, Conditions, and Endorsements are applicable to: Commercial Auto Number Edition Description IL N 101 10-2023 Texas Notice To Insurance Claimants For Motor Vehicle Repairs CA IDS 83 00 03-2023 Business Auto Declarations CL CA FS 01 09-2008 Schedule of Forms and Endorsements CA 00 01 11-2020 Business Auto Coverage Form CA 01 13 10-2013 Colorado Changes CA 01 96 11-2020 Texas Changes CA 02 43 11-2013 Texas Changes-Cancellation and Nonrenewal CA 20 01 11-2020 Lessor-Additional Insured And Loss Payee CA 20 54 11-2020 Employee Hired Autos CA 21 09 10-2013 Texas Uninsured/Underinsured Motorists Coverage CA 22 64 10-2013 Texas Personal Injury Protection Endorsement CA 23 84 10-2013 Exclusion Of Terrorism CA 83 07 03-2023 Additional Insured Endorsement CA 83 21 10-2013 Broadened Named Insured Endorsement CA 83 63 03-2023 Business Auto Broadening Endorsement CA 83 85 09-2022 Exclusion-Cyber-With Limited Exception CA 99 95 10-2013 Texas Supplementary Death Benefit CA RD 8 01-2008 Vehicle Identification Card(s) CL CA FS 01 09 08 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CL CG FS 01 09 08 Policy Number: TCP 7024348 -12 SCHEDULE OF FORMS AND ENDORSEMENTS The following Declarations, Coverage Forms, Conditions, and Endorsements are applicable to: Commercial General Liability Number Edition Description CG IDS 83 01 01-2013 Commercial General Liability Declarations CL CG FS 01 09-2008 Schedule of Forms and Endorsements CG 00 01 04-2013 Commercial General Liability Coverage Form CG 04 35 12-2007 Employee Benefits Liability Coverage CG 20 26 12-2019 Additional Insured-Designated Person Or Organization CG 20 37 12-2019 Additional Insured-Owners,Lessees Or Contractors-Completed Operations CG 21 47 12-2007 Employment Related Practices Exclusion CG 21 67 12-2004 Fungi Or Bacteria Exclusion CG 21 70 01-2015 Cap On Losses From Certified Acts Of Terrorism CG 21 96 03-2005 Silica Or Silica-Related Dust Exclusion CG 33 78 05-2010 Colorado Changes-Employee Benefits Liability Coverage CG 83 07 10-2016 Asbestos Exclusion Endorsement CG 83 10 06-2013 Lead Liability Exclusion Endorsement CG 83 17 10-2016 Total Intellectual Property Exclusion CG 83 30 02-2011 Endorsement-Fellow Employee Coverage CG 83 34 02-2011 Endorsement-Knowledge and Notice of Occurrence CG 83 60 12-2019 General Liability Extension for Technology Companies Endorsement CG 84 07 12-2014 Additional Condition Endorsement-Two Or More Policies CG 84 40 10-2016 Crisis Management Expense Coverage CG 84 93 02-2022 Exclusion-Cyber Incident CG 85 24 10-2025 Exclusion-Perfluoroalkyl and Polyfluoroalkyl Substances(PFAS) CG 04 51 12-2019 Stop Gap Employers Liability Coverage Endorsement Puerto Rico CL CG FS 01 09 08 Page 1 of 1