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18-241 Insight Public Sector, Inc., Technology Products, Services, Solutions and Related Products and ServicesCounty of Fairfax, Virginia To protect and enrich the quality of life for the people, neighborhoods and diverse communities of Fairfax County Insight Public Sector, Inc . 6820 South Harl Avenue Tempe, Az 85283 Attention: Erica Falchetti FEB 2 3 2016 Reference: RFP 2000001701, Technology Products, Services, Solutions & Related Products and Services Dear Ms. Falchetti: Acceptance Agreement Contract Number: 4400006644 This acceptance agreement signifies a contract award for Technology Products, Services, Solutions and Related Products and Services. The period of the contract shall be from May 1, 2016 through April 30, 2019, with four one-year renewal options or any combination of time equally not more than four years . The contract award shall be in accordance with: 1) This Acceptance Agreement; 2) The Attached Memorandum of Negotiations. Please note that this is not an order to proceed. A Purchase Order constituting your notice to proceed will be issued to your firm. Please provide your Insurance Certificate according to Section 17 of the Fairfax County Contract, within 10 days after receipt of this letter. All questions in regards to this contract shall be directed to the Contract Specialist, Lonnette Robinson, at 703-324-3281 or via e-mail at Lonnette.Robinson@fairfaxcounty.gov. Sincerely, c~ Director/County Purchasing Agent ~ Department of Purchasing & Supply Management 12000 Government Center Parkway, Suite 427 Fairfax, VA 22035-0013 Website : www.fairfaxcounty.gov/dpsm Phone 703-324-3201, TTY: 1-800-828-1140, Fax: 703-324-3228 County of Fairfax, Virginia To protect and enrich the quality oflife for the people, neighborhoods and diverse communities of Fairfax County MEMORANDUM OF NEGOTIATIONS RFP2000001701 The County of Fairfax (hereinafter called the County) and Insight PublicSector, lnc::1neremafter- called the MContractor") agree to the following negotiated issues. The issues listed below shall be part of any subsequent contract. a. The County's Request for Proposal RFP2000001701 and all Addenda; b. The Contractor's Technical and Cost Proposals dated September 21, 2015; c. The Contractor's Functional Roles per Labor Category dated December 2, 2015 d . The Geographic Market Tiers dated 12/10/2015; e. This Memorandum of Negotiation; f . County purchase order; g. Any amendments subsequently issued. In addition, the County and the Contractor agree to the following: 1. Insight is awarded a contract for the following sections of the RFP: • 3.1.1 Technology Products • 3.1.2 Technology Services and Solutions • 3.1.3 Cisco Products, Services and Solutions • 3.1.4 HP Products, Services and Solutions • 3.1.5 Dell Products, Services and Solutions • 3.1.6 Panasonic Products, Services and Solutions • 3.1.7 EMC2 Products, Services and Solutions • 3.1.8 CommVault Products, Services and Solutions • 3.1.9 Symantec Products, Services and Solutions • 3.1.10 Veritas Products, Services and Solutions • 3.1.11 VMWare Products, Services and Solutions • 3.1.12 Apple Products, Services and Solutions • 3.1.15 Microsoft Products, Services and Solutions • 3.1.16 Citrlx Products, Services and Solutions • 3. 1.17 NetApp Products, Services and Solutions • 3.1.18 Related Products, Services and Solutions 2. Participating Public Agencies reserve the right to request pricing with both service pricing methodologies: Service Category Rates and Time and Material Rates. 3. Pricing discount for Cisco hardware/software is 36% off MSRP for both government and education. Discounts are minimum discounts . Department of Purchasing & Supply Management 12000 Government Center Parkway, Suite 427 Fairfax, VA 22035-0013 Website: www.fairfa.xcountv.gov/dpsm Phone 703-324-320 I, TTY: 1-800-828-1140, Fax: 703-324-3228 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation Name 50, ~'-/ vl'Z./"7J;~ Title _c_./_V ______ _ Date ~/.-=----~-·_l_,_1_,_?P.~'/&""""---- APPROVED AS TO FORM: ~y_//.r-RCIOV.FlERRO Cupe1iino Acting City Attorney ATTEST: ~-9.L,Jr GRACE SCHMIDT I )_,. ~ . ( ( City Clerk SOLD-TO PARTY 10306073 CITY OF CUPERTINO-CITY HALL 10300 TORRE A VE CUPERTINO CA 95014-3202 SHIP-TO PARTY CITY OF CUPERTINO-CITY HALL 10300 TORRE AVE CUPERTINO CA 95014-3202 We deliver according to the following terms: Payment Terms Net 30 days Ship Via Electronic Delivery Terms of Delivery FOB DESTINATION Currency USO INSIGHT PUBLIC SECTOR 6820 S HARL AVE TEMPE AZ 85283-4318 Tel : 800-467-4448 Quotation Quotation Number : 2 20555791 Document Date 15-0CT-2018 PO Number PO Release Sales Rep Email Telephone : Logan Malouf : LOGAN.MALOUF@INSIGHT .COM : 9492427220 Page 1 of 2 In order for Insight to accept Purchase Orders against this contract and honor the prices on this quote , your agency must be registered with U.S . Communities. Our sales teams would be happy to assist you with your registration . Please contact them for assistance --the registration process takes less than five minutes. Material NRLIC-CUP Material Description NEXTREQUEST LIC, MAINTENANCE , URL ANNUALLY Coverage Dates : 15-0CT-2018 -15-0CT-2019 U .S. COMMUNITIES IT PRODUCTS & SERVICES(# 4400006644) Quantity Unit Price Extended Price 15 ,217 .39 Product Subtotal TAX Total 15,217 .39 15 ,217 .39 0 .00 15 ,217.39 Thank you for considering Insight. Please contact us with any questions or for additional information about Insight's complete IT solution offering. Sincerely, Logan Malouf 9492427220 LOGAN.MALOUF@INSIGHT.COM U.S. Communities IT Products , Services and Solutions Contract No . 4400006644 Quotation Number 220555791 Document Date 15-0CT-2018 Page 2 of 2 Insight Public Sector (IPS) is proud to be a contract holder for the U.S . Communities Technology Products , Services, Solutions & Related Products and Services Contract. This competitively solicited contract is available to participating agencies of the U.S. Communities Government Purchasing Alliance . U.S. Communities assists local and state government agencies, school districts (K-12), higher education , and nonprofits -in reaucing-th-e cos t nf-parchas ed goods-by-pooling the ptirchasing pewer of pueli e-a§eAcies Aationwide . This is-an Gptional-us e- program with no minimum volume requirements and no cost to agencies to participate. Regarding tariff impacts on IPS contract quotes, Insight is communicating with the contracting officials on the contracts held by Insight to minimize the impact of tariffs to our clients . Thanks for choosing Insight! Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial options . The U.S. government has imposed tariffs on technology-related goods . Many of Insight's OEM and distribution partners have notified Insight that these tariffs will result in frequent and significant price increases . Some of our major partners have already provided Insight with cost increases , in some instances multiple times per day, while other providers are still assessing their situations. Due to the situation it is possible this quote may be subject to cost changes for Insight which will necessitate changes to the quoted pricing, or withdrawal of the quote . This purchase is subject to Insight's online Terms of Sale unless you have a separate purchase agreement signed by both your company and Insight, in which case, that separate agreement will govern . Insight's online Terms of Sale can be found at: http ://www .insight.com/en US/help/terms-of-sale-products-ips .html -~db CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYY) A CC>RC> i_ --11/21/2018 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 be endorsed. If SUBROGATIONIS 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 NUTMEG INSURANCE AGENCY INC/PHS NAME: 46508229 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD PHONE FAX SAN ANTONIO , TX 78265 (A/C, No , Ext): (866) 467-8730 (A/C , No): (888) 443-6112 E-M AIL ADDRESS : INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A : Hartford Fire and Its P&C Affili ates 0091 4 NEXTREQUEST CO INSURER B: 433 BRYANT ST INSURER C : SAN FRANCISCO CA 94107-1302 INSURER D: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY TH AT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSU ED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI CATED .NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDIT ION OF ANY CONTRACT OR OTHER DOCUMENT W ITH RESPECT TO WH ICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE A FFORDED BY T HE POLICIES DESCRIBED HEREIN IS SUBJECT TO A LL THE TERMS , E XC LUSIONS A ND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDU CED BY P A ID CLAIMS. INSR TYPE OF INSURANCE ADDL SUB~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMMIDDNYYY\ IMMIDDNYYY\ COMMERC IAL GENERAL LIABILITY EACH OCCURRENCE r- ~CLA IM S-MADE D OCCUR DAMAGE TO RENTED r-PREMISES /Ea occu rrence\ MED EXP (Any one person ) -PERSONAL & ADV INJU RY r- GEN'L AGGREGATE LIMIT APP LIE S PER : GENERAL AGGREGATE POLICY oPRO-oLOC PRODUCTS -COMP/OP AGG -JECT OTHER : AUTOMOBILE LIABILITY COMB INE D SIN GLE LI MIT (Ea accident) r- ANY AUTO BODILY IN JURY (Per person) -A LL OWNED -SCHEDULED AUTOS AUTOS BOD IL Y INJ URY (Per acc ident) --NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) -- UMBRELLA LIAB H OCCUR EACH OCCURRENCE -EXCESS LIAB CLA IMS-MADE AGGREGATE OED I I RETENTION$ WORKERS COMPENSATION IPER IX 1~;H-AND EMPLOYERS" LIABILITY STATUTE ANY PROPRIETO R/PARTNER/E XECUTIVE YIN E.L. EAC H ACCIDENT $1 ,000 ,00C A OFFICER/MEMBER EXC LUDED ? C NIA ,---46 WBG AP1337 04/21/2018 04/21/2019 (Mandatory in NH) E.L. DISEASE -EA EMPLO YEE $1,000,000 If yes , describe und er ,--- DESCRIPTION OF OPERAT IONS below E.L. DISEASE -POLICY LI MIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addition al Remarks Schedu l e , may be attac hed if more space Is requi red) Those usual to the ln sured's Operations . CERTIFICATE HOLDER CANCELLATION CITY OF CUPERTINO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 TORRE AVE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CUPERTINO CA 95014-3202 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Q u.g2V)o( cad~ © 1988-2015 ACORD CORPORATION. All rights reserved . ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD HARTFORD City-of Cupertioo THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 10300 TORRE AVE CUPERTINO CA 95014-3202 Account Information: I Policy Holder Details : ! NEXTREQUEST CO November 21, 2018 tO "it Contact Us Business Service Center Business Hours: Monday -Friday (7AM -7PM Central Standard Time) Phone: (866) 467-8730 Fax: (888) 443-6112 Email: agency .services@thehartford.com Website: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns . Sincerely , Your Hartford Service Team WLTR005 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /D DIYYYY ) ~ 11/02/2018 THIS CERTIFICATE IS ISSUED AS A MATIER 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 pol icy(ies) must 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 cert ificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Melissa Rivera NAME : The Cody Group , Inc . ill~)Nin E x t\ I FA X 150 W 2 8 th Stre et (212) 641-0429 IA/C Nol : E-MAIL melissa@codygroupny .com ADDRESS : New York NY 10001 INSURER($) AFFORDING COVERAGE NAIC# INSURER A : Continental Casualty Company 20443 INSURED INSURER B: Valley Forge Insurance Company 20508 N e xtReque s t Co INSURER C : Beazley Insurance Company 37540 433 Bry ant St. INSURER D : San Francisco CA 94107 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: cert ID 943 REVISION NUMBER: THIS IS TO C ERTIFY THAT THE POLI C IES OF IN S U RANCE LISTED BELOW HAVE BEEN ISS UED TO THE IN SURED NAMED ABOVE FOR THE POLICY PERIOD INDI C ATED. N OTWITHSTANDING ANY REQUIREM ENT, TERM OR CONDITION OF A NY C ONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHIC H THIS C ERTIFI C ATE M AY BE IS SUED OR M AY PERTAIN , THE INSURANCE AFFORDED B Y THE POLICIES DES CRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUC H POLICIES . LI M ITS SHOWN MAY HAVE BEEN REDUC ED BY PAID CLAIMS . INSR ADDL SUBR POL ICY EFF POLIC Y EXP LTR TYPE OF INSURANCE ,~~n u n,n POLIC Y NU MBER IMM/DD IYYYY \ IMM /DDNYYYI LIMITS B X COMMERCIAL GENERAL LIABILITY EAC H OCC URREN CE $ 2,000,000 -=:J CLA IMS-MAD E ~ OCCUR DAMAG E TO RENT ED y 6 0 2 0843282 11/24/201 8 11/24 /2 019 PRE MISES (Ea occu rr ence) $ 3 00 ,000 MED EXP (Any one pe rso n) $ 10 ,000 - PER SO NAL & ADV INJU RY $ 2,000,000 - GEN 'L AGGREGAT E LIMIT APPLIE S PER : GENE RA L AGGREGATE $ 4 ,000,000 Pl D PRO -D Loc PRODU CTS · CO MP/O P AGG $ 4 ,000,000 POLI CY JE CT OTH ER: $ AUTOMOBILE LIABILITY f-- (E~~~~~~~tf lNG LE LI MIT $ 1,000,000 A ANY AUTO 6 0 2 084 32 8 2 11/24 /2018 11/24/2 019 BODI LY INJURY (Per perso n) $ f--ALL OWN ED -SC HED ULED BODIL Y INJ URY (Per accident) $ f--AUTOS f--AUTOS X X NON-OWNED PR OPE RTY DAMAGE $ HI RED AUT OS AUT OS (Per acci dent\ f-- $ UMBRELLA LIAB H OCC UR EAC H OCCURR EN CE $ f-- EXCESS LIAB CLA IM S-MA DE AGG REGATE $ OED I I RETENTIO N $ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLO YERS ' LIABILITY STATUTE ER Y/N ANY PROPR IETOR/PART NE R/EXECUT IVE D N/A E.L. EAC H ACC IDEN T $ OFFI CER/MEM BE R EXC LUD ED ? (Mandatory In NH) E.L. DI SEASE · EA EMPL OY EE $ If yes, describe under DE SCR IPT ION OF OP ERATIO NS below E.L. DI SEAS E· PO LI CY LI MIT $ C Professional Liability W24157180101 08 /01 /2 018 0 8/0 1 /2 01 9 Per $ 2,000,000 occurrence /agg Cyber/Network Liability Retention $ 25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Add ition al Remar ks Sch ed ule, may be attac hed if mor e space Is requ ired) City, its City Council , boards and commis s ions, officers, employees and volunteers shall be named as additional insureds under all insurance cov erages , except any profe ssional liability insurance, requir e d by this A greement. The naming of an additional insured shall not affect any recovery to w hich such additional insured would be entitled under this policy if not named as such addition al ins ured. An additional insured named herein shall not be held l i abl e for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof . Any other insurance held by an additional insured s hall not b e required to contribute anything toward any loss or e x pense covered by the insuranc e provided b y this policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROV ISIONS . City o f Cup e rtino 10 3 00 Torre Avenue AUTHORI ZED REPRESE NTATIVE Cupertino 1 CA 95014-3 2 55 ~J~ © 1988-2014 ACORD CORPORATION . All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Pag e 1 o f 1 -!'!!!!!!!!! -- PolNo.6020843 282 BLANKET ADDITIONAL INSURED AND SB146932F (Ed . 6-16) LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS --TABtE OF eONTENTS -- I. Blanket Additional Insured Provisions A. Additional Insured -Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary -Noncontributory erovision 2. Definition of "written contract." II. Liability Extension Coverages A. Bodily: Injury -Exeanded Definition B. Broad Knowledge of Occurrence C. Estates 1 Legal Reeresentatives and Seouses D. Legal Liabilitv-Damage to Premises E. Personal and Advertising Injury -Discrimination or Humiliation F. Personal and Advertising Injury -Broadened Evictio n G. Waiver of Subrogation -Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED -BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions : 1. The insurance afforded the vendor does not apply to : a. "Bodily injury' or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you ; c . Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration , testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; = SB146932F (6-16) Page 1 of 7 Copyright, CNA All Rights Reserved . SB146932F (Ed. 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or t h ose of its employees or anyone else acting on its behalf. However, this exclusion does not apply to : (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products . 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products . 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy . 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B . MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such 'written contract"; b. Coverage broader than required by such "written contract' and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard ." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured . SB146932F (6-16) Page 2 of 7 Copyright, CNA All Rights Reserved . -- b. Co-owner of Insured Premises S8146932F (Ed . 6-16) A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury', "property damage' or "personal and advertising injury" as co -owner of such premises . c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as granter of a franchise to you. d. Lessor of Eq uipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", 'property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence " giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease . e. Lessor of Land Any person or organization from whom you lease land , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you , provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury', takes place prior to the termination of such lease . The insurance he reby afforded to the additional insured does not apply to structural alterations , new construction or demolition operations performed by, on behalf of or for such additional insured . f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager , but only with respect to liab ility for "bodily injury ', "property damage ' or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or 'property damage " or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease . The insurance hereby afforded to the additional insured does not apply to structural alterations , new construction or demolition operations performed by, on behalf of or for such additional insured . g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations , new construction or demolition operations performed by , on behalf of or for such additional insured . h. Stat e or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury", 'property damage " or "personal and advertising injury' arising out of : (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies : (a) The ex istence , maintenance, repair, construction , erection, or removal of advertising signs , awnings , canopies , cellar entrances , coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures ; or (b) The construction, erection, or removal of elevators; or (c) The ownersh i p, maintenance or use of any elevators covered by th is insurance ; or = S8146932F (6-16) Page 3 of 7 Copyright, CNA All Rights Reserved . SB146932F (Ed. 6-16) (2) The permitted or authorized operations performed by you or on your behalf . But the coverage granted by this paragraph does not apply to : (a) "Bodily injury', "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subd ivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the 'products -completed operations hazard ." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured . i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer , any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury " cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization : (1) For 'bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any profess i onal services ; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard ." But this provision (2) does not appl y to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the 'written contract"; and (b) The "written contract ' requires you to make the person or organization an additional insured for such "bodily injury " or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy . C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above : 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance : This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis . However, if a 'written contract' requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non -contributory relative solely to insurance on which the additional insured is a named insured . 2. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F (6-16) Page 4 of 7 Copyright, CNA All Rights Reserved . = -!!!!!!!!!!! -- -- ~NA (1) The "bodily injury" or "property damage"; or (2) The offense that caused the "personal and advertising injury'; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES SB146932F (Ed. 6-16) It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision , and the changes made by this endorsement to such provision do not apply. -----,;:--Bodily Injury -Expanded Def initi~ Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury " means physical injury, sickness or disease sustained by a person , including death, humiliation , shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occu rrence Under Businessowners Liability Conditions , the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following : Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence ,' offense, claim or "suit" is known to: (1) You or any additional insured that is an individual ; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company ; (4) Any "executive officer" or insurance manage r, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official , if you or an additional insured is a political subdivision or public entity . This paragraph applies separately to you and any additional insured. C . Estates , Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under th is policy; provided , however , coverage is afforded to such estates , heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and , in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representat ive or spouse outside the scope of such person's capacity as such, prov ided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts , errors or om issions in the conduct of the Named lnsured's business. D. Legal Liability -Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Cov erage, Exclusion k. Damage To Prop erty, is replaced by the following : k. Damage To Property "Property damage' to : 1. Property you own, rent or occupy, including any costs or expenses incurred by you , or any other pe rson , organization or en t ity, for repair, replacement, enhancement, restoration or maintenance of SB146932F (6-16) Page 5 of 7 Copyright , CNA All Rights Reserved. SB146932F (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured ; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you . Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D - Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days . A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance . 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration . E. Personal and Advertising Injury -Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB 146932F (6-16) Page 6 of 7 Copyright, CNA All Rights Reserved. ---!!!!!!!!! -- ~NA S8146932F (Ed . 6-16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured . 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage , the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale , rental, lease Gr-S ub-lease of al'ly room , dwelling or premis.as_hy_oL aUhe dire_ction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured . (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrim ination. 3. This provision (Personal and Advertising Injury -Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c . and replace it with the following : c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor . G. Waiver of Subrogation -Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged . = SB146932F (6-16) Page 7 of 7 Copyright , CNA All Rights Reserved . PolNo.6020843282 CNA80103XX (09 -14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary : Primary And Noncontributory Insuranc e This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured . All other terms and conditions of the Policy remain unchanged . CNA80103XX (09-14) Page 1 of 1 Copyright, CNA All Rights Reserved . Includes copyrighted material of Insurance Services Office , Inc., with It s permission