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24-062 Sharesquared_Amendment #1 dated 7-15-25 for Training Management1 FIRST AMENDMENT TO AGREEMENT 24-062 BETWEEN THE CITY OF CUPERTINO AND SHARESQUARED, INC. FOR TRAINING MANAGEMENT APPLICATION DEVELOPMENT This First Amendment to Agreement 24-062 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and ShareSquared, Inc., a Corporation (“Contractor”) whose address is 2155 Verdugo Blvd. #33, Montrose, CA 91020, and is made with reference to the following: RECITALS: A. On June 18, 2024, Agreement 24-062 (“Agreement”) was entered into by and between City and Contractor for Training Management Application Development. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES 1. Paragraph 2.1 of the Agreement is modified to read as follows: Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A1. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. COMPENSATION 2. Paragraph 4.1 of the Agreement is modified to read as follows: City will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $49,950.00 (“Contract Price”), based upon the scope of services in Exhibit A & Exhibit A1 and the budget and rates included in Exhibit C & Exhibit C1, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. INSURANCE 3. Paragraph 12 of the Agreement is modified to read as follows: Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D- 1, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole 2 discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date SHARESQUARED, INC. By Title Date David Kruglov EVP 07/14/2025 CTO 07/14/2025 07/15/2025 3 EXPENDITURE DISTRIBUTION Item Amount Base Agreement $35,150 First Amendment $14,800 Total $49,950 EXHIBITS A1 & C1 Consistent with the original project, this add-on to the project will be delivered on a *time and materials basis and timeboxed* defined as:  Time and Materials: A type of agreement or task where the customer provides payment based on the time spent by Consultant and/or subcontract employees (if applicable) to perform work, and for materials used, independent of whether a specific set of deliverables are completed. A time and materials contract often includes a “not-to-exceed” clause whereby the overall project estimate cannot be exceeded without the prior approval of the customer.  Timeboxed: A convention for estimating a task based on prior experience in the absence of detailed requirements or analysis. If an item is timeboxed, that means that we will make a best effort to complete the task as outlined within the given estimate however, we cannot guarantee completion of the task (i.e. additional time may be required to complete the task). An updated estimate for timeboxed tasks will be provided upon request after comprehensive requirements development and analysis are complete. Exh. D-1 Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D-1 Insurance Requirements Design Professionals & Consultants Contracts Exh. D-1 Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. 5. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Exh. D-1 Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Fire Insurance Co. of Hartford Continental Insurance Company Travelers Property Cas. Co. of America Certain Underwriters at Lloyds Transportation Insurance Company 06/24/2025 USI Insurance Services, LLC Lic # OG11911 10940 White Rock Rd 2nd Fl Rancho Cordova, CA 95670 Michael Russomanno ShareSquared, Inc. 605 Coolidge Dr #200 Folsom, CA 95630 20478 35289 25674 1122 20494 2 A X X X Ded: $0 X X X 6057045422 03/23/2025 03/23/2026 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 E X X X X BUA6057045419 03/23/2025 03/23/2026 1,000,000 B X X X 0 CUE6057045436 03/23/2025 03/23/2026 10,000,000 10,000,000 C N X UBB405857825I3G 06/01/2025 06/01/2026 X 1,000,000 1,000,000 1,000,000 D Tech E&O/Cyber APT1226425 03/23/2025 03/23/2026 $5M Agg/$50k Ded. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on Consultants CGL and automobile liability policies. Primary and Non-Contributory wording applies. Waiver of Subrogation applies. Cancellation notice will be delivered to the certificate holder in accordance with the policy provisions. (See Attached Descriptions) The City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 1 of 2 #S49758103/M49707411 AGREESOLClient#: 1533315 MXGJ5 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) Following lines of coverage deductible: Auto Liability: $100 Ded. Comp./Coll. Workers' Compensation: $0 Ded. 2 of 2 #S49758103/M49707411 ª> " " : % f M J 5 + ¥ 7 e « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 1 7 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 1 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 withrespect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured - Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury – Expanded Definition 4.Broad Knowledge of Occurrence/ Notice of Occurrence 5.Broad Named Insured 6.Estates, Legal Representatives and Spouses 7.Expected Or Intended Injury – Exception for Reasonable Force 8.In Rem Actions 9.Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability – Damage To Premises 12.Medical Payments 13.Non-owned Aircraft Coverage 14.Non-owned Watercraft 15.Personal And Advertising Injury – Discrimination or Humiliation 16.Personal And Advertising Injury - Limited Contractual Liability 17.Property Damage - Elevators 18.Supplementary Payments 19.Property Damage – Patterns, Molds and Dies 20.Unintentional Failure To Disclose Hazards 21.Waiver of Subrogation – Blanket CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 2 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 1.ADDITIONAL INSUREDS a.WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphsA.through K.below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part; and (2)was executed prior to: (a)the bodily injury or property damage; or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However,subject always to the terms and conditions of this policy,including the limits of insurance,the Insurerwill not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement; or (2)coverage broader than required by such contract or agreement,and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A.Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury arising out of: 1.such person or organization’s financial control of a Named Insured; or 2.premises such person or organization owns,maintains or controls while a Named Insured leases oroccupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations,new construction ordemolition operations performed by, on behalf of, or for such additional insured. B.Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury,property damage or personal and advertising injury as co-ownerof such premises. C.Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured,but only with respect to such person or organization’s liability for bodily injury,property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D.Lessor of Equipment Any person or organization from whom a Named Insured leases equipment,but only with respect to liability forbodilyinjury,property damage or personal and advertising injury caused,in whole or in part,by the NamedInsured’s maintenance,operation or use of such equipment,provided that the occurrence giving rise to suchbodilyinjury,property damage or the offense giving rise to such personal and advertising injury takes placeprior to the termination of such lease. ª> " " : % f M J 5 + ¥ 8 r « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 1 8 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 3 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN E.Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodilyinjury,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.Thecoveragegrantedbythisparagraphdoesnotapplytostructuralalterations,new construction or demolitionoperations performed by, on behalf of, or for such additional insured. 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 personalandadvertisinginjury,takes place prior to the termination of such lease.The coverage granted by thisparagraphdoesnotapplytostructuralalterations,new construction or demolition operations performed by,onbehalf 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 demolitionoperations performed by, on behalf of, or for such additional insured. H.State or Governmental Agency or Subdivision or Political Subdivisions – Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision’s liability for bodilyinjury, 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 whichthis 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,sidewalkvaults, 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 performedfor 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 writtencontractoragreement,the Insurer will treat as a written contract any governmental permit that requires theNamed Insured to add the governmental entity as an additional insured. CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 4 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 orpersonal and advertising injury caused by: a.the Named Insured’s acts or omissions; or b.the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during thetrade show event. 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J.Vendor Any person or organization but only with respect to such person or organization’s liability for bodily injury orpropertydamagearisingoutofyourproductswhicharedistributedorsoldintheregularcourseofsuchpersonor 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 byreasonoftheassumptionofliabilityinacontractoragreementunlesssuchliabilityexistsintheabsenceof 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 thesubstitutionofpartsunderinstructionsfromthemanufacturer,and then repackaged in the originalcontainer; e.any failure to make any inspections,adjustments,tests or servicing that such person or organization hasagreedtomakeornormallyundertakestomakeintheusualcourseofbusiness,in connection with thedistribution or sale of the products; f.demonstration,installation,servicing or repair operations,except such operations performed at suchperson or organization’s premises in connection with the sale of a product; g.products which,after distribution or sale by the Named Insured,have been labeled or relabeled or usedas 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 foritsownactsoromissionsorthoseofitsemployeesoranyoneelseactingonitsbehalf.However,thisexclusion 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 theNamedInsuredtomakeornormallyundertakestomakeintheusualcourseofbusiness,inconnection 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 hasacquiredsuchproducts,nor to any ingredient,part or container,entering into,accompanying or containingsuch products. ª> " " : % f M J 5 + ¥ 9  « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 1 9 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 5 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2.for bodily injury or property damage included within the products-completed operations hazard except tothe extent all of the following apply: a.this Coverage Part provides such coverage; b.the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c.the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2.ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amendedto 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 owninsurance 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 thisendorsement, the following sentence is added to the paragraph above: Otherwise,and notwithstanding anything to the contrary elsewhere in this Condition,the insurance provided tosuch person or organization is excess of any other insurance available to such person or organization. 3.BODILY INJURY – EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury,sickness or disease sustained by a person,including death,humiliation,shock,mental anguish or mental injury sustained by that person at any time which results as a consequence of the physicalinjury, 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 isamended to add the following provisions: A.BROAD KNOWLEDGE OF OCCURRENCE CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 6 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 theabove 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 theNamed 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 hasmanagement control: a.on the effective date of this Coverage Part; or b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured,provided that there is no other similar liability insurance,whether primary,contributory, excess, contingent or otherwise, which provides coverage to such organization,or which would haveprovidedcoveragebutfortheexhaustionofitslimit,and without regard to whether its coverage is broader ornarrower 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 /LIMITEDLIABILITY COMPANIES provision, management control means: A.owning interests representing more than 50%of the voting,appointment or designation power for theselection of a majority of the Board of Directors of a corporation, or the members of the management board ofa limited liability company; or B.having the right,pursuant to a written trust agreement,to protect,control the use of,encumber or transfer orsell property held by a trust. 4.With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3.above,this insurancedoes not apply to: a.bodily injury or property damage that first occurred prior to the date of management control,or that firstoccurs after management control ceases; nor b.personal or advertising injury caused by an offense that first occurred prior to the date of managementcontrol 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 toemploy. ª> " " : % f M J 5 , ¥ 0 | « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 2 0 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 7 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 forclaimsarisingsolelyoutoftheircapacityorstatusassuchand,in the case of a spouse,where such claim seeksdamagesfrommaritalcommunityproperty,jointly held property or property transferred from such natural personInsuredtosuchspouse.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 thespouseofanaturalpersonNamedInsuredandthespousesofmembersorpartnersofjointventureorpartnershipNamedInsuredsareInsuredswithrespecttosuchspouses’acts,errors or omissions in the conduct of the NamedInsured’s business. 7.EXPECTED OR INTENDED INJURY – EXCEPTION FOR REASONABLE FORCE Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitledExclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured.This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured,or chartered by or for theNamedInsured,will be treated in the same manner as though the action were in personam against the NamedInsured. 9.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose, and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act,error,or omission that is part of the occurrence;and B.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitledExclusions 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 itslimits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 8 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN Contractual Liability the Insured’s actual or alleged liability under any oral or written contract or agreement,including but notlimited 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 toclaimsbasedonanindividual’s race,creed,color,age,gender,national origin,religion,disability,maritalstatus 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,stateor 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 volunteerworkers in the rendering of: a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food,beverages,medical supplies or appliances by the following providers in their capacity as such but solely tothe 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 clinicaltrials or product testing. ª> " " : % f M J 5 , ¥ 1 " « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 2 1 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 9 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 anycommon fact, circumstance, situation, transaction,event,advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: •the Named Insured’s employees are Insureds with respect to: (1)bodily injury to a co-employee while in the course of the co-employee’s employment by theNamedInsuredorwhileperformingdutiesrelatedtotheconductoftheNamedInsured’s business; and (2)bodily injury to a volunteer worker while performing duties related to the conduct of theNamed Insured’s business; when such bodily injury arises out of a health care incident. •the Named Insured’s volunteer workers are Insureds with respect to: (1)bodily injury to a co-volunteer worker while performing duties related to the conduct of theNamed Insured’s business; and (2)bodily injury to an employee while in the course of the employee’s employment by the NamedInsured or while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c.add the following: Insured does not include any physician while acting in his or her capacity as such. D.The Other Insurance condition is amended to delete Paragraph b.(1)in its entirety and replace it with thefollowing: Other Insurance b.Excess Insurance (1)To the extent this insurance applies,it is excess over any other insurance,self insurance or risk transferinstrument,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 theDeclarations; nor •the conduct of a current or past limited liability company in which a Named Insured’s interest does/did notrise 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 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 10 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN Named Insured is an Insured with respect to its interest in such joint venture,partnership or limited liability companybut only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date,and thepersonal 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 orlimited liability company. 11.LEGAL LIABILITY – DAMAGE TO PREMISES A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitledExclusionsisamendedtodeletethefirstparagraphimmediatelyfollowingsubparagraph(6)of the Damage toProperty 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 NamedInsuredortemporarilyoccupiedbytheNamedInsuredwiththepermissionoftheowner,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 entitledExclusions 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 NamedInsuredwithpermissionoftheowner,nor to damage to the contents of premises rented to a Named Insured fora 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)andreplace it with the following: 6.Subject to Paragraph 5.above,(the Each Occurrence Limit),the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured withthe 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 fewerconsecutive days. The Damage To Premises Rented To You Limit is $500,000.unless a higher Damage to Premises Rented toYou 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 theNamedInsuredwiththepermissionoftheowner;or for personal property of others in the Named Insured’s care, custody or control; E.This Provision 11.does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. ª> " " : % f M J 5 , ¥ 2 / « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 2 2 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 11 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 12.MEDICAL PAYMENTS A.LIMITS OF INSURANCE is amended to delete Paragraph 7.(the Medical Expense Limit)and replace it with thefollowing: 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 entitledExclusions 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 UnitedStates 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 entitledExclusionsisamendedtodeletesubparagraph(2)of the exclusion entitled Aircraft,Auto or Watercraft,andreplace 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. 15.PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION A.Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: •Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES,Coverage B –Personal and Advertising Injury Liability,the paragraph entitledExclusions 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: CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 12 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 notapplytodiscriminationorhumiliationthatresultsininjurytothefeelingsorreputationofanaturalperson,butonly 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 entitybecause 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 entitledExclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)that the Insured would have in the absence of the contract or agreement; or (2)assumed in a contract or agreement that is an insured contract provided the offense that caused suchpersonaloradvertisinginjuryfirstoccurredsubsequenttotheexecutionofsuchinsuredcontract.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 personaland advertising injury provided: (a)liability to such party for,or for the cost of,that party's defense has also been assumed in such insuredcontract; 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. ª> " " : % f M J 5 , ¥ 3 < « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 2 3 CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 13 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 oradvertisinginjuryarisingoutoftheoffenseoffalsearrest,detention or imprisonment.Tort liability means aliability that would be imposed by law in the absence of any contract or agreement. C.Solely for the purpose of the coverage provided by this paragraph,the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B: 1.Paragraph 2.d. is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of theindemnitee; 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 thatindemnitee, 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 ofinsurance. 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 thisCoverage Part. 17.PROPERTY DAMAGE – ELEVATORS A.Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitledExclusionsisamendedsuchthattheDamagetoYourProductExclusionandsubparagraphs(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,theOther 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 otherbasis that is Property insurance covering property of others damaged from the use of elevators. 18.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows: A.Paragraph 1.b.is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000.limit; and B.Paragraph 1.d.is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a$1,000. limit. 19.PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitledExclusionsisamendedtodeletesubparagraphs(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 policyperiod applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA PARAMOUNT 6057045422 6Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: Page 14 of 14 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN 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 NamedInsured’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 toadd the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because ofpayments the Insurer makes for injury or damage arising out of: 1.the Named Insured’s ongoing operations; or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery ina 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 theclaim. 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 effectontheeffectivedateofsaidPolicyatthehourstatedinsaidPolicy,unless another effective date is shown below,andexpires concurrently with said Policy. ª> " " : % f M J 5 , ¥ 5 V « ¬ ¬ ¬ 30 0 2 0 0 0 2 2 6 0 5 7 0 4 5 4 2 2 1 1 2 5 CNA PARAMOUNT 6057045422 8Nat'l Fire Ins Co of Hartford 03/23/2025AGREEYA SOLUTIONS, INC. General Aggregate Limit - Per Project Endorsement CNA75061XX (1-15)Policy No: Page 1 of 1 Endorsement No:Effective Date:Insured Name: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ABCDEFGHIJKLMN This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.For each single construction or service project away from premises the Named Insured owns or rents,a separateProject General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations,is themost the Insurer will pay for the sum of: A.all damages under Coverage A,except damages because of bodily injury or property damage included in theproducts-completed operations hazard; and B.all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that project.Suchpayments shall not reduce the General Aggregate Limit shown in the Declarations,nor the Project General AggregateLimit applicable to any other project. II.All: A.damages under Coverage B, regardless of the number of locations or projects involved; B.damages under Coverage A,caused by occurrences which cannot be attributed solely to ongoing operations at a single project,except damages because of bodily injury or property damage included in the products-completed operations hazard; and C.medical expenses under Coverage C,caused by accidents which cannot be attributed solely to ongoingoperations at a single project, will reduce the General Aggregate Limit shown in the Declarations. III.The limits shown in the Declarations for Each Occurrence,for Damage To Premises Rented To You and for MedicalExpensecontinuetoapply,but will be subject to either the Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operationsat a particular project. IV.When coverage for liability arising out of the products-completed operations hazard is provided,any payments fordamages because of bodily injury or property damage included in the products-completed operations hazard willreducetheProducts-Completed Operations Aggregate Limit shown in the Declarations,regardless of the number ofprojects involved. V.If a single construction or service project away from premises owned by or rented to the Named Insured has beenabandonedandthenrestarted,or if the authorized contracting parties deviate from plans,blueprints,designs,specifications or timetables, such project will still be deemed to be the same project. VI.The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply asstipulated. 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 effectontheeffectivedateofsaidPolicyatthehourstatedinsaidPolicy,unless another effective date is shown below,andexpires concurrently with said Policy. Business Auto Policy Policy 5. a. (1) (2) b. c. d. 6. a. b. 7. a. b. (1) (2) (3) (4) (5) Other Insurance For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: Excess while it is connected to a motor vehicle you do not own; or Primary while it is connected to a covered "auto" you own. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. Premium Audit The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: During the policy period shown in the Declarations; and Within the coverage territory. The coverage territory is: The United States of America; The territories and possessions of the United States of America; Puerto Rico; Canada; and Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. Policy No: Underwriting Company: BUA 6057045419 Policy ; Page: 12 of 16 Policy Page: 30 of 55Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Effective Date: 03/23/2025 Form No: CA 00 01 10 13 © Copyright Insurance Services Office, Inc., 2012 Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: AGREEYA SOLUTIONS, INC. Endorsement Effective Date: 03/23/2025 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. BUA 6057045419 Endorsement No: 2; Page: 1 of 1 Policy Page: 37 of 55 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 04 44 10 13 Endorsement Effective Date: Policy No: Policy Effective Date: 03/23/2025Endorsement Expiration Date: © Copyright Insurance Services Office, Inc., 2011 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)- POLICY NUMBER: 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 any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: DATE OF ISSUE:ST ASSIGN: UB-B4058578-25-I3-G ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. WC 00 03 13 (00)-001 WAIVER OF OUR RIGHT TO RECOVER APPLIES TO STATE(S): AL,AR,AZ,CA,CO,CT,DE,FL,GA,IA,ID,IL,IN,KS,KY,LA,MA,MD,MI,MN,MO,MS,NC,NE,NH,NJ ,NM,NV,NY,OK,OR,PA,RI,SC,TN,TX,UT,VA,VT,WI,WV 06/01/2025 TMA Dev/ PowerBI Form Support July 2025 - June 2026 Final Audit Report 2025-07-15 Created:2025-07-14 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAw4PlrkkKjPC-5o1TG2pxivDip-W3shOY "TMA Dev/ PowerBI Form Support July 2025 - June 2026" Histor y Document created by Webmaster Admin (webmaster@cupertino.org) 2025-07-14 - 9:56:11 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2025-07-14 - 9:58:48 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2025-07-14 - 9:59:04 PM GMT- IP address: 52.23.245.87 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2025-07-14 - 9:59:54 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-07-14 - 9:59:56 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-07-14 - 10:00:03 PM GMT- IP address: 52.201.250.230 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-07-15 - 0:26:55 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to david@sharesquared.com for signature 2025-07-15 - 0:26:57 AM GMT Email viewed by david@sharesquared.com 2025-07-15 - 0:41:47 AM GMT- IP address: 104.47.57.126 Signer david@sharesquared.com entered name at signing as David Kruglov 2025-07-15 - 0:42:50 AM GMT- IP address: 97.90.2.244 Document e-signed by David Kruglov (david@sharesquared.com) Signature Date: 2025-07-15 - 0:42:52 AM GMT - Time Source: server- IP address: 97.90.2.244 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-07-15 - 0:42:53 AM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-07-15 - 0:43:04 AM GMT- IP address: 52.23.245.87 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-07-15 - 3:00:45 AM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2025-07-15 - 3:00:47 AM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2025-07-15 - 3:00:56 AM GMT- IP address: 54.226.121.12 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-07-15 - 3:04:13 AM GMT - Time Source: server- IP address: 12.157.146.250 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-07-15 - 3:04:14 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-07-15 - 3:04:22 AM GMT- IP address: 44.197.190.252 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-07-15 - 4:38:08 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-07-15 - 4:38:08 PM GMT