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C-8807-1 - Software Agreement for iManage Work Product Management Systems
Blue Technologies Smart Solutions COMMITMENT TO EXCELLENCE - EVERY DAY iManage GOLD Partner Proposal for: City of Newport Beach, City Attorney's Office Project: iManage Work On Premise Prepared by: David Cramer Manager, Business Development Prepared on: November 3rd, 2021 0I0e3Techoolooies '�Illart sollrfiolls EO11L11E-`° ^1111 Legal and Professional Services Table of Contents SolutionOverview........................................................................................... 4 FEATURES: .................................................................................................... 5 RECORDED VIDEO ON IMANAGE WORK 10...................................................................... 5 ProjectParameters......................................................................................... 6 HardwareRecommendations.............................................................................. 6 ProjectPlan.................................................................................................. 7 DESIGNPHASE................................................................................................. 7 IMPLEMENTATION PHASE....................................................................................... 7 END USER TRAINING........................................................................................... 8 FLOORSUPPORT............................................................................................... 8 ADMINISTRATOR TRAINING..................................................................................... 8 SUPPORTCENTER....................................................................................... PROJECT MANAGEMENT........................................................................................ 8 TOOLS.............................................................................................. SoftwarePricing............................................................................................. 9 Maintenance.................................................................................................. 9 SubscriptionPricing.........................................................................................9 ProfessionalServices and Training..................................................................... 10 Optional Training / User Adoption Materials......................................................... 12 OptionalSoftware It Services........................................................................... 12 EstimatedSummary....................................................................................... 13 Termsand Conditions.................................................................................... 13 Acceptance................................................................................................. 13 TERMS AND CONDITIONS OF SALES AGREEMENT..................................................... 14 Copyright and Confidentiality Notice This Agreement is subject to the California Public Records Act. To the extent permitted under the California Public Records Act, material contained in this document is proprietary to Smart Solutions and Blue Technologies Smart Solutions LLC and is to be treated confidentially by all recipients. Acceptance of delivery of this material constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system without permission in writing from Blue Technologies Smart Solutions LLC 5885 Grant Avenue, Cleveland, OH 44105. Blue Technologies Smart Solutions LLC, Confidential Page 2 of 23 Blue 3Techooiooies Silltlrf Sohlfiofl.� rt)UMiiUEN I ill I XI I. 1 -F-E -1 November 31", 2021 City of Newport Beach, City Attorney's Office Mr. Aaron C. Harp, City Attorney 100 Civic Center Drive Newport Beach, California 92660 Dear Mr. Harp, Legal and Professional Services Blue Technologies Smart Solutions LLC ("BTSS") is pleased to present this proposal to the City of Newport Beach, City Attorney's Office for iManage's Work Product Management System. We are eager to work with you to improve your document management and collaboration environment using iManage's Work software, and we appreciate your consideration. BTSS has been a strategic GOLD level partner with iManage for over 21 years providing product marketing and sales, project design, implementation, training and support. BTSS has a wide array of experience with iManage Work projects ranging from a 5 -user installation to a 5,000 - user global law firm rollout. Thank you again for considering BTSS and iManage for your document management needs. We are excited about the opportunity and committed to working with you to provide you with a reliable and effective document management solution. Please direct any questions to my attention. Sincerely, David Cramer Manager, Business Development Legal and Professional Services 216-271-4800 dcramer@btohio.com Blue Technologies Smart Solutions LLC, Confidential Page 3 of 23 Blue3Techoologies .Smart SobitiUtt5 �OMMii NENi I F.xCFi I. FNCF - FVF.- Solution Overview Legal and Professional Services The City of Newport Beach, City Attorney's Office has requested a pricing proposal for software and professional services from Blue Technologies Smart Solutions LLC ("BTSS") for design, implementation and training services for implementing the iManage's Work Product Management System on premise. Why BTSS? BTSS is an award winning, long-term strategic and premium Gold level partner with iManage providing business analysis and advice, software, services and third -party add-ons to deliver a complete solution and ongoing support to the customer. We have a dedicated support center for iManage Work and related legal solutions functional and technical support. Partial BTSS client list: City of Santa Ana, City Attorney's Office City and County of Honolulu Ohio Attorney General City of Cleveland Raines Feldman Carvana American Century Investments New York Life Bon Secours Mercy Health Jefferies Finance Hilcorp Energy Fifth Third Bank Clenera University Hospitals University of Oklahoma Louisville Gas B. Electric Balbec Capital bluebird Bio Rice University Blue Technologies Smart Solutions LLC, Confidential University of Utah The Church of Jesus Christ of Latter-day Saints Brigham Young University FibroGen Arizona State University St. Luke's Health Owens it Minor Macy's Brown Brothers Harriman Hunt Consolidated H -E -B US Bankruptcy Court, SE Ohio Division Saint Luke's Health Case Western Reserve University Bisk Education Stoke Therapeutics NextDecade New TSI Holdings Schottenstein Property Group Page 4 of 23 Blue jTechnologles S111 -7,'t Sofiltiofl_c r:Nu HENT -t ExCEI_LENCF _ TV— n.v Features: Legal and Professional Services This solution when fully implemented will allow the City of Newport Beach, City Attorney's Office the following major functionalities: ■ Ability to import existing and new documents into a secure, scalable repository and work with these documents in a Matter / Project Centric (aka "Work Product Management") model. ■ Ability to create new versions of documents and to have version information captured in the document footer in MS Office applications. ■ Ability to full text index all documents and document versions. ■ Ability to create secure workspaces and folders based on templates. • Ability to import electronic content like MS -Office documents, email, video clips, images, pictures, sound files, Acrobat files, faxes, text files and other electronic formats into the Work repository. ■ Full -featured user-friendly document management functionality including comprehensive content search (full text and meta -data search), retrieval capabilities, and related documents. ■ Outlook integrated Email -filing capability; suggestive filing (Send Et File / File to Work) ■ Robust security at the workspace, folder and document levels. ■ Detailed audit trails on document access and modification. ■ Modernized Web and Mobile UI for `Amazon - like' experience ■ Secure file collaboration with external parties (Share - Optional) • OCR service for full text search functionality across all files (contentCrawler) ■ Monitor, detect and prevent external and internal cyber security attacks using Al (Threat Manager - Optional) ■ Single platform for complete work product management: DMS, ethical walls / need to know security, threat management, records management and Al. Recorded video on Manage Work 10 Manage Work 10 — Making It Easy — 10 min Blue Technologies Smart Solutions LLC, Confidential Page 5 of 23 BIue3Techooinies SnIart Soltaion..c Legal and Professional Services Project Parameters The following requirements and details have been specified by the City of Newport Beach, City Attorney's Office at this stage and will be used as the preliminary design basis: Hardware Recommendations In order to complete this project, server/s for Work will be required. Server hardware is specified on a case by case basis and will be discussed in detail during the Design Phase. Please find the attached Supported Platforms document. No hardware should be ordered before completion of the design phase. The professional services for the hardware and network operating system software configuration is not included in our proposal. Blue Technologies Smart Solutions LLC, Confidential Page 6 of 23 Number of City Attorney's Office users: 9 Major areas of work: TBD Physical locations (offices): 1 MS Windows 10 / MS Office 365 / Platform: Adobe Acrobat Email system: MS Outlook/MS Exchange Browser Chrome CityLaw (approximately 500GB; number of Current DMS: documents is unknown) Mobile OS: i0S Dropbox (plan to continue using Collaboration: Dro box) Matter Management: none Desktop integration + Email Management + Modern Web + Mobility + Offline + Secure file collaboration (Work 10 + Share) Client software licensed: Hardware Recommendations In order to complete this project, server/s for Work will be required. Server hardware is specified on a case by case basis and will be discussed in detail during the Design Phase. Please find the attached Supported Platforms document. No hardware should be ordered before completion of the design phase. The professional services for the hardware and network operating system software configuration is not included in our proposal. Blue Technologies Smart Solutions LLC, Confidential Page 6 of 23 BIue3Techooinies Smart Sollitions_" 11-1111-17-- ......... Project Plan Legal and Professional Services The proposed DMS project will utilize a phased project plan to assure a successful Manage on premise implementation. The goals of these phases are to design, build, and implement a document management system. BTSS will perform all of these functions based on a timeframe approved by City Attorney's Office and BTSS. Design Phase The Design Phase takes into consideration the strategic goals as well as the operational, technical, and budgetary requirements. The goal is to produce a comprehensive system design and implementation plan that ensures that the goals are met. Considerations in the design phase include: business workflow, usability and training, and network resources. Also considered will be the goals for growth. In determining an initial budget, certain assumptions have been made that underlay the scope of work for this project. Although these assumptions may be challenged and reconsidered during the design phase, making changes to the general assumptions as outlined within this proposal may result in a change to the project scope and therefore an increase or decrease in the overall project budget. Items that will be considered in the final design will include the following: • Application Integrations • Design of all Profile screens and definition and usage of all meta -data fields • Definition of all electronic files (workspaces) and folder structure • Desktop client customizations • Plans for security as related to workspaces, folders, and documents • Implementation Plan • Training Plan • Document Conversion (CityLaw) During the Design Phase, the BTSS Consultant/s will conduct our workshop approach with each practice group / major area of work guiding the business users to develop the business design tailored to that practice group / major area of work based on best practices. The result of this process is a thorough Design Document that will be reviewed and signed off by City Attorney's Office. They will also perform discovery and analysis of the current DMS in order to design the document conversion and estimate the document conversion effort. This includes understanding the current organization / structure, reviewing with the customer the approach (convert all documents or a subset), understanding the magnitude of the effort (including any clean-up effort required by the customer), and determine where in iManage to migrate the documents. Implementation Phase During the Implementation phase, software is configured and tested per the mutually agreed upon Design. All users are trained, and client software will be loaded on a user test workstation and tested. City Attorney's Office will be responsible for workstation client software rollout. Blue Technologies Smart Solutions LLC, Confidential Page 7 of 23 BIue3Techooinies Stuart Solotion COMM" MEN^O EKCE' LEOCE-`V I R` CIY Legal and Professional Services End User Training End user training including courseware tailored to the customer's Design is quoted. Alternatively, BTSS could provide train -the -trainer end user training thereby a City Attorney's Office trainer would provide end user training. Floor Support Post end user training one-on-one sessions with the trainer occur to answer questions, correct minor issues, and make sure that City Attorney's Office's objectives were completely achieved. Administrator Training The budget includes basic administrator training based on the customer's Design and environment. Support Center This provides end user functional ("how-to") support, administrative support, plus technical support tailored to City Attorney's Office's environment for iManage administrators/ users and is delivered from our offsite Support Center. Clients are provided a toll-free support phone number and email address. • $2,250 for (3) months; thereafter customer may purchase an annual Support Plan or opt to pay for support on a time and materials basis • 8:00 am to 5:00 pm Pacific Standard Time, Monday through Friday, non -holiday coverage. • Unlimited support during the first 3 months • Service begins at Go Live Project Management A Project Manager (PM) will be assigned to your project. The PM's role is to act as a liaison between City Attorney's Office and BTSS' Consultants. Responsibilities include participating in the kickoff meeting, providing BTSS contact information and taking summary notes during the initial call. The PM will create your project in AutoTask, a cloud -based application, to monitor project tasks, timeline and budget. A client portal will be opened to allow you to follow the project and issue tickets if necessary. AutoTask is a transparent solution allowing for dual party accountability. The PM will also schedule project meetings and provide weekly project summaries if necessary. All of the PM activities are fixed fee, including the Consultants participation in the project kickoff and review meetings. Tools BTSS has found the need to utilize third party tools with some iManage Work deployments. The two areas where we commonly find these needs are the workspace creation/ management process and legacy document conversion. BTSS sells and implements a variety of these tools. Normally, we prefer to not recommend third party tools until the Design Phase is complete. Blue Technologies Smart Solutions LLC, Confidential Page 8 of 23 Blue3whnoiooies Sniart Soltitimi Legal and Professional Services Software Pricing Description Qty. Per Unit Price $ Extended Price $ iManage Work Corporate Edition Professional on premise 9 $1,520 $13,680 RBRO ImportManagement 1 $2,500 $2,500 Total - Software $16,180 Maintenance Description Qty. Per Unit Price ($) Extended Price ($) iManage Work Corporate Edition Professional on premise 9 $365 $3,285 RBROImportManagement 1 $500 $500 Total - Annual Maintenance $3,785 Subscription Pricing Description I Cost $ DocsCorp contentCrawler (OCR + Compression) 1 $1,100 per year Software and Maintenance Notes: • Maintenance is required the first year and begins upon order fulfillment by iManage. • Maintenance includes technical support plus product updates. • Pricing does not include applicable taxes. • Assumes customer has MS SQL licensing. • iManage software license agreement: https://support.imanage.com/worksite/iManage eula.pdf • Pricing expires 11/24/21. Blue Technologies Smart Solutions LLC, Confidential Page 9 of 23 8Io0echoomies Stuart Soliitioiis Legal and Professional Services Professional Services and Training Description Est. Est. Cost Comments Time hours Design Agenda meeting/s 4 Learn customers organizational structure, plan and confirm agenda for Design meetings Design meetings with City 24 Discovery / information Attorney's Office. Meet with all gathering for business and practice groups/areas of work Et technical design; BTSS to IT. conduct workshop process; deliverable is Design summary Matter / Project Centric Design, 26 Deliverable is Design Planning and Documentation; meet document plus noting any with client to review Design anticipated deviation from Document estimated budget. Mass document conversion - 8 Deliverable is Conversion discovery Et analysis only (CityLaw) Design plus the budget to perform the mass conversion. A temporary server is required for the mass conversion. Mass document import 40 Customer performs all Note: Estimate to be refined export services. during Discovery Et Analysis iManage Work Server, 30 Communication Server, Preview Server, Mobility Server and Indexer software installation and configuration contentCrawler installation and 12 OCR + compression configuration Provide installation instructions. 12 Create registry setting. 1 Configure and test client software client only; customer on 1 test workstation. responsible for client Work 10 + Drive offline software rollout. System Et performance testing 4 BTSS + customer End user training preparation and 4 Courseware tailored to courseware development customer's Design End user training - 1 class 4 Rollout/ Go live 8 Create workspaces to support Go Live Basic Administrator training 2 Based on customer's environment Floor support - as needed 8 One-on-one sessions post training Project management $5,850 Fixed Fee Additional Prof. Services up to 20% $7,955 If -needed Estimated Professional Services Et $53,795 Discounted rate - $215 Training (regular rate is $235/hr.) Blue Technologies Smart Solutions LLC, Confidential Page 10 of 23 BIue3Techooinies Smart Solution t;11 -Ii -T IX .1 EN 1-1- 1.1 Notes/Assumptions: Legal and Professional Services • Integration services will be provided for Adobe Acrobat Reader, Microsoft Word, Excel, PowerPoint, and Outlook. • Develop matter / project centric workspaces using native iManage tools. Develop up to 2 workspace templates per practice group / area of work plus administrative template/s. • Assumes 1 iManage library. • Document conversion discovery and analysis is budgeted. Upon completion of the discovery and analysis customer will receive the Conversion Design plus the budget to perform the document conversion. A temporary server is required for the conversion (this can be a virtual server). • The document import estimate will be refined during the discovery and analysis and provided in the Conversion Design. . Pilot is not included (nor recommended for 9 user projects). • Assumes BTSS will have remote access to a test workstation/s. • Assumes all work is remote. • Installation effort assumes installation in a Production environment only. Installation in separate test/ certification environments will require additional effort. • MS - SQL licensing and services are not included. Blue Technologies Smart Solutions LLC, Confidential Page 11 of 23 BIue3whoomies ,slam solution rauM—iEN.*n cxccIicNCE-11 Legal and Professional Services Optional Training / User Adoption Materials Capensys el -earning: Interactive tutorials $650 Annual cost and KnowtedgeChecks for iManage Work 10 Capensys QuickLearn: online, searchable library of QRGs and videos: • Find answers by searching the library of QRGs • Print or e-mail the QRG • Watch the associated e -learning topic iManage Work Application Essentials Course $500 Annual cost $1,650/student 2 -day class, virtual Note: commonly only 1 or 2 people per customer attend this course. Optional Software Et Services DocuSign Connector for iManage Work - $37750 / year Annual cost. up to 25 licenses (minimum purchase) - Assumes customer has subscription pricing DocuSign per seat licensing. A server is required (can be a virtual server). Professional services to configure $2,250 One time cost DocuSign Connector for iManage Work and provide 1 knowledge transfer session Blue Technologies Smart Solutions LLC, Confidential Page 12 of 23 Blue5Techuologies C,mart Sollitlons Legal and Professional Services Estimated Summary Pricing expires 11/24/21. Rates Except where indicated, all professional services are billed on a time and materials basis per the table below and actual costs may vary from the estimates provided by 20%. Ongoing professional services will be provided on a time Et materials basis per the terms and conditions in this agreement. Certified iManage $215 / hr. $235 / hr. Consultant Terms and Conditions Professional Services for offsite work are billed in 15 -minute increments. Minimum onsite billing is 8 hours. Travel time is charged at one-half the regular rates. Rates are subject to change on subsequent notice from BTSS. Estimates do not include applicable taxes, fees, expenses (including travel and travel time cost) and administrative costs. Expenses (including lodging, meals, parking, airfare, travel time and other travel) and administrative costs are billed as actual amounts. Auto travel is billed at the IRS approved business rate. All professional services are billed monthly. All software sales are final. Terms are net thirty (30). The Master Services Agreement and Terms of Service is attached. Acceptance — City of Newport Beach, City Attorney's Office Signature Printed Name Date Blue Technologies Smart Solutions LLC, Confidential Page 13 of 23 Software: $16,180 Maintenance: $3,785 Subscriptionpricing: $1,100 / year Professional Services: $45,840 Additional Professional Services up to 20% (If -needed) $7,955.00 Support Center (first 3 months): $2,250 Total Estimate - Year 1: Total - Year 2: Subscription pricing: Maintenance: Total - Year 3: Subscription pricing: Maintenance: Total Not -to -Exceed: $77,110.00 $1,100.00 $3,785.00 $1,100.00 $3,785.00 $86,880.00 Pricing expires 11/24/21. Rates Except where indicated, all professional services are billed on a time and materials basis per the table below and actual costs may vary from the estimates provided by 20%. Ongoing professional services will be provided on a time Et materials basis per the terms and conditions in this agreement. Certified iManage $215 / hr. $235 / hr. Consultant Terms and Conditions Professional Services for offsite work are billed in 15 -minute increments. Minimum onsite billing is 8 hours. Travel time is charged at one-half the regular rates. Rates are subject to change on subsequent notice from BTSS. Estimates do not include applicable taxes, fees, expenses (including travel and travel time cost) and administrative costs. Expenses (including lodging, meals, parking, airfare, travel time and other travel) and administrative costs are billed as actual amounts. Auto travel is billed at the IRS approved business rate. All professional services are billed monthly. All software sales are final. Terms are net thirty (30). The Master Services Agreement and Terms of Service is attached. Acceptance — City of Newport Beach, City Attorney's Office Signature Printed Name Date Blue Technologies Smart Solutions LLC, Confidential Page 13 of 23 8Iue3Techoologies Smart So iltioli5 r!-. IT III.1E INII -F FR. - TERMS AND CONDITIONS OF SALES AGREEMENT Legal and Professional Services 1. PRICES: Prices may be subject to change without notice until this agreement is signed by the City. 2. PAYMENT TERMS: City will pay all monies in US dollars, due in accordance with the stated terms. BTSS has no obligation to provide any additional notification of amount due except for this agreement. If full payment is not made within the stated time period, any discount will be voided and full retail price prevailing at the time of sale will be due. Under all circumstances, overdue balances will accrue a late fee charge on the outstanding balance at a monthly rate of 1% %, 18% per annum. If you pay your balance via credit card after 15 days of invoice date, a 3% credit card processing fee will be added to the charge. 3. SHIPPING AND DELIVERY: Unless stated otherwise, and to the extent physical delivery applies, the price is for pickup at BTSS' point of business. Once delivered, all risk of loss is with the City . If City does not take delivery within thirty days after notification by BTSS, this agreement may be cancelled and City's deposit retained by BTSS as liquidation of damages. a. DELAYS: BTSS is not liable to City for any damages, including consequential damages, for any delay in or non-delivery due to anything beyond BTSSs' reasonable control. 5. DAMAGES: BTSS will not be liable to City for any damage caused by goods or services purchased by this agreement. BTSS makes no warranties of any kind pertaining to the fitness for any particular use and shall not be liable for any loss or damage, directly or indirectly, or from any training or training material received, arising from the use of goods, or for consequential damages. 6. LIMITATION OF LIABILITY AND WARRANTY: BTSS SHALL NOT BE LIABLE TO CITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF BTSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. BTSS SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF CITY'S USE OF ANY THIRD -PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL THE AMOUNT CITY MAY RECOVER FROM BTSS UNDER THE CONTRACT DOCUMENTS ON ANY THEORY OF LIABILITY EXCEED THE PURCHASE PRICE OF THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO BODILY HARM OR DAMAGES CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENCE OF BTSS, ITS EMPLOYEES, ITS OFFICIALS AND/OR AGENTS. BTSS provides a warranty of good workmanship with regard to all service provided under this policy. This warranty Blue Technologies Smart Solutions LLC, Confidential Page 14 of 23 BIueTechnologies Sniat-t Sofittiorl.� MMMT-T r0 F8.ElI EUCF- 1° Legal and Professional Services shall be the only warranty made by BTSS in lieu of all other warranties, express or implied. 7. Indemnification: City will defend, and/or settle, any third party claim or suit brought against BTSS or its employees, agents, officers, directors, shareholders or contractors ("Indemnified Parties") caused by the actions or omissions of City arising out of or related to: (i) the use or transmission of City Data; (ii) the loss, theft or misuse of passwords, data, and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to City's business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. City will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by City attributable to such claim. BTSS will defend, and/or settle, any third party claim or suit brought against City or its employees, agents, officers, directors, shareholders or contractors ("Indemnified Parties") caused by the actions or omissions of BTSS arising out of or related to: (i) the use or transmission of BTSS Data; (ii) the loss, theft or misuse of passwords, data, and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to BTSS' business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. BTSS will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by BTSS attributable to such claim. 8. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its responsibilities hereunder to one or more subcontractors with City's prior written consent, but this shall not relieve BTSS of its responsibilities under this agreement. 9. CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may: (1) Retain City's deposit; and, (2)Recover all amounts owed for work completed by BTSS. 10. RETURNS: All software sales are final. There is a minimum 15% restocking charge for all other returned items. Product will not be accepted in return without first obtaining consent from the BTSS in writing. All returns must be complete and in original package, complete with all packing materials. 11. SALES, USE, EXCISE, VAT TAXES: BTSS is obligated to collect sales, use, excise, or VAT tax from ALL Clients in States and/or Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority directly. It is your responsibility to provide the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax rate at the time the invoice is processed. This may be different than the initial rate at which you were quoted. You must submit re -sale or tax -exemption documentation from the State and/or Country in which you are doing business as well as each State and/or Country in which you are shipping goods or receiving services. We are not obligated to refund taxes due to late submission of tax exemption documentation. Submission of all appropriate tax exemption forms must Blue Technologies Smart Solutions LLC, Confidential Page 15 of 23 0I0e3Techoologies Sivart Solirtrm5 " TOMMI- ENT r°F`°F`N°`- EVERY DAY Legal and Professional Services be received by us before we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges imposed on the sale of goods or provision of services by any taxing authority if tax forms are not received prior to the invoice being issued. Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly. 12. NON SOLICITATION: During the Term, and for a period of twenty-four (24) months thereafter, City agrees not to directly or indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without BTSS' prior written consent. City agrees that, if it hires any employee of BTSS or its subcontractor during the period set forth above without written consent, it shall be presumed that City solicited the employee and City shall pay to BTSS, as liquidated damages and not as penalty an amount equal to the greater of $75,000 or 100% of the annual salary paid to that employee by BTSS or its subcontractor, plus all costs including attorney fees as may be incurred by BTSS in enforcing Section 11. Provided further, in the event that said employee has executed an employment agreement with BTSS, said employment agreement shall remain in effect in accordance with its terms and City shall so advise the employee in writing prior to hiring the employee. In the event the City opens a recruitment for a position with the City and a BTSS employee applies for the position without the City providing information regarding the recruitment and/or knowledge that the BTSS employee is applying and, further, the BTSS employee is selected, shall not constitute violation of this provision. 13. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor in interests or to a third party acquiring substantially all of its assets or business. 14. NON DISCLOSURE: To the extent permitted by California law, The terms and conditions of this sales agreement are proprietary in nature to the BTSS and are not to be disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may void this agreement. BTSS understands that City is subject to the California Public Records Act (California Government Code Section 6250 et seq.) and will be subject to any applicable laws. 15. SEVERABILITY: In the event that any provision of this Agreement or any word, phrase, clause, sentence or other provision thereof should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law. 16. WHOLE AGREEMENT AND MODIFICATIONS: This agreement contains all the terms and conditions agreed to between City and BTSS. No employee, representative or Blue Technologies Smart Solutions LLC, Confidential Page 16 of 23 elgeTechoologies Smart Solittions `°" ""`"T7--[E-F-`°`R—Y Legal and Professional Services agent of BTSS has any authority to bind BTSS to any affirmation, representation, modification or warranty concerning the services or material provided hereunder unless specifically included within this agreement as a written amendment executed by BTSS. This agreement cannot be modified unless both parties agree and a written modification is made. 17. REMEDIES, NO ATTORNEY'S FEES AND CONSENT TO JURISDICTION: A. City acknowledges and agrees that in the event of a breach or threatened breach by the City of any of the provisions of Sections 11 and/or 13 of this Agreement, BTSS shall have the right to institute and prosecute proceedings in equity, or in any court of competent jurisdiction, to obtain an injunction to enforce the provisions of such Sections and to pursue any other remedy to which BTSS may be entitled. The City acknowledges that BTSS's remedy at law for any of the City 's obligations under such Sections of this Agreement will be inadequate, and the City agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision thereof, without the necessity of proof of actual damage. If BTSS shall obtain a final judgment of a court of competent jurisdiction, subject to no further appeal, pursuant to which City shall be determined to have breached its obligations under this Agreement or made any misrepresentations, City shall be entitled to recover, in addition to any award of damages, , court costs and other costs and expenses incurred by BTSS when obtaining such judgment. Any relief awarded under this subsection C shall be in addition to any relief awarded under subsection B. C. If it is judicially determined that City has violated any of its obligations under Section 11, then the Nonsolicitation Period shall be restarted as of the date of such judicial determination and shall run for a period of two years (2) from that date. D. City hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located in the County of Orange and the State of California for any proceeding against City for any obligation under this Agreement and waives any objection that it may now or hereafter have to venue or to the jurisdiction of any such court in any such action or proceeding or any claim that any such court is an inconvenient forum. 18. ARBITRATION: Except for a breach or threatened breach of Paragraphs 11 and/or 13 of this Agreement, any controversy arising under or out of this Agreement shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association as administered through the California office. The Blue Technologies Smart Solutions LLC, Confidential Page 17 of 23 Blue3Technomies Sniatt Solutio; 11-11" °F 11" "-E°` 1` Legal and Professional Services award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including a federal district court, pursuant to the Federal Arbitration Act. In preparation for the arbitration hearing, each party may utilize all methods of discovery in the manner provided by said rules and/or by the California Arbitration Law. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter. However, neither party is entitled to an award of attorney's fees. 19. CONSTRUCTION PERMITTED BY LAW: If the obligation of any covenant of the Agreement contained herein is held to be too broad to be enforced, such covenant shall be construed to create an obligation to the full extent permitted by Ohio law. 20. WAIVER OF BREACH: The Waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the breaching party. 21. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matters. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against wherever enforcement of any action, change, modification or extension is sought. W#1►1411C7_1►LC: Prior to undertaking performance of work under this Agreement, BTSS shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the BTSS , its agents, representatives, or employees. BTSS shall procure and maintain for the duration of the contract insurance claimsarising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: i. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with Blue Technologies Smart Solutions LLC, Confidential Page 18 of 23 Blue5Technologies Smart Sobitiotts '°E 111E°° -`— Legal and Professional Services limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the generalaggregate limit shall apply separately to this location (ISO CG 25 03 or 25 04)or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and propertydamage. 3. Workers' Compensation insurance as required by the State of California, withStatutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include,but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, 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 electron icinformation, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 4. Technology Professional Liability Errors and Omissions Insurance appropriate to the BTSS's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by BTSS in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, 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 privateinformation, and alteration of electronic information. The policy shall provide Blue Technologies Smart Solutions LLC, Confidential Page 19 of 23 MuOechuoiooies ,Sinar't S'olotlotrs I—— 17°1`°E F' °-F I I I'°'I Legal and Professional Services coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of BTSS. If not covered under the BTSS's liability policy, such "property" coverage of theAgency may be endorsed onto the BTSS's Cyber Liability Policyas covered property as follows: If BTSS 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 the higher limitsmaintained by BTSS. 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 insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its City Council, boards and commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the BTSS including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the BTSS's insurance. Primary and Non -Contributory Coverage For any claims related to this contract, BTSS's insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the City, its City Council, boards and commissions, officers, agents, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the BTSS's insurance and shall not contribute with it. Notice of Cancellation City shall receive from BTSS or its insurance broker at least thirty (30) days' notice of cancellation in writing of any insurance required pursuant to this Agreement. Blue Technologies Smart Solutions LLC, Confidential Page 20 of 23 Blue3Technomies `°u"r„E T.1' 111 1-1° 1111 Legal and Professional Services Waiver of Subrogation BTSS hereby grants to the City, its City Council, boards and commissions, officers, agents, employees, and volunteers, a waiver of any right to subrogation which any insurer of BTSS may acquire against the City by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require BTSS to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City . Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A -:VII, unless otherwise acceptable to the City . Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or thebeginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three(3) years after completion of the contract of work. 3. 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, BTSS must purchase "extended reporting” coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage BTSS shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive BTSS's obligation to provide them. The City reserves the Blue Technologies Smart Solutions LLC, Confidential Page 21 of 23 Blue5Techuologles Sulart Solutions °"°^""` E`CF'LENCF-`°`^'°°r Legal and Professional Services right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors BTSS shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and BTSS shall ensure that City is an additional insured on insurance required from subcontractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 22. Confidentiality If BTSS receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, BTSS agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than strict confidence. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of BTSS disclosed in a publicly available source; (c) is in rightful possession of BTSS without an obligation of confidentiality; (d); or (e) is independently developed by BTSS without reference to information disclosed by the City. Blue Technologies Smart Solutions LLC, Confidential Page 22 of 23 BIue�Techuolooies sulart sollition's CG4 TX1ENTr0 EXCELLENCE-EVERYCe.Y Legal and Professional Services Accepted and agreed to as of the Effective Date by the authorized representative of each party: City: Consultant: City of Newport Beach, City Attorney's Office Blue Technologies Smart Solutions, LLC. APPROVED AS TO FORM: Authorized Signature: CITY ATT O NEY'S OFFICE Date: (5 Signed in Counterpart Name: An C. Harp Do► a� �`��� Name: Ben Simms Title: Ci ttorney Title: Vice President CITY OF NEWPORT BEACH, a California n unici al corporation Date: Authorized Signature: Signed in Counterpart Ve race K. Leungity Manager 90RT ATTEST: e Name: Clara Nader Date: 44. Title: Chief Financial Officer Ail �P Name: Leilani I. Brown Notice Information: cALIFO Title: City Clerk Address: Notice Information: 5885 Grant Ave. ATTN: City Attorney Cleveland, OH 44105 City of Newport Beach Address: Phone: 216-271-4800 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Primary Contact Name: Paul Hanna Phone: 949-644-3131 Primary Contact Name: Aaron C. Harp Email: Phan naOWohio.com Email: Blue Technologies Smart Solutions LLC, Confidential Page 23 of 23 BIuP�Technoiooies smart olllt(t)US "° Legal and Professional Services Accepted and agreed to as of the Effective Date by the authorized representative of each party: City: Consultant: City of Newport Beach, City Attorney's Office Blue Technologies Smart Solutions, LLC. APPROVED AS TO FORM: Authorized Signatur CITY ATTO NEY'S OFFICE Date: A l> Ak Name: A n C. Harp pq•a1 11 � Name. Be imms Title: Cit ttorney CITY OF NEWPORT BEACH, Title: ce President a California rgunicipal corporation Date: Authorized Signature: Ve. race K. Leungity Manager ATTEST: Name: Clara Nader Date: Title: Chief Financial Officer Notice Information: Name: Leilani I. Brown Title: City Clerk Address: Notice Information: 5885 Grant Ave. ATTN: City Attorney Cleveland, OH 44105 City of Newport Beach Address: Phone: 216-271-4800 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Primary Contact Name: Paul Hanna Phone: 949-644-3131 Primary Contact Name: Aaron C. Harp Email: phanna(a)btohio.com Email: Blue Technologies Smart Solutions CLC, Confidential Page 23 of 23 BLUETEC-01 JPOMPIGNANO CERTIFICATE OF LIABILITY INSURANCE CnVFRArFR CFRTIFICATF til IMRPR• colneir%ki kl ua000. 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 DATE 11/08/2021 Y) 11 /0812021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER The Fedeli Group 5005 Rockside Road, Fifth Floor Independence, OH 44131 CONTACT Janette Pompignano PHONE FAX (AIC, No, Ext): (216) 643-6651 (AIC, No):(216) 328-8081 a DARIEss:JPompignano@thefedeligroup.com INSURERS AFFORDING COVERAGE NAIC # X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [X] OCCUR INSURER A:Valley Fore Insurance Company 20508 X INSURED INSURER B: National Fire Insurance Company of Hartford 20478 INSURER C: Continental Insurance Company 35289 Blue Technologies Smart Solutions, LLC INSURER D: Columbia Casualty Company 31127 5885 Grant Avenue Cleveland, OH 44105 INSURER E: INSURER F: CnVFRArFR CFRTIFICATF til IMRPR• colneir%ki kl ua000. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL N D SUER WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [X] OCCUR X X 7014859669 05/01/2021 05/01/2022 EACH OCCURRENCE $ 1'000,000 DAAGFIRM EToRENT. ence $ 100,000 MED EXP (Any one erson $ 15'000 PERSONAL & ADV INJURY $ 1,000'000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY F_x1 ipe LK LOC GENERAL AGGREGATE $ 2'000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS 7014859672 05/01/2021 05/01/2022 BODILY INJURY Per person)$ BODILY INJURY Per accident $ AUTOS ONLY NON -OWNED ONLY Perraccd.ynt) AGE $ C X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000'000 EXCESS LIAB CLAIMS -MADE 7014859686 05/01/2021 05/01/2022 AGGREGATE $ 5'000'000 DED I X I RETENTION$ 10,000 A AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 7014859669 05/01/2021 05/01/2022 STATUTE X OTRH- E.L. EACH ACCIDENT $ 1,000,600 E.L. DISEASE - EA EMPLOYEE $ 1'000,000 E.L. DISEASE - POLICY LIMIT $ 1'000'000 D Technology E&O 652335893 05/01/2021 05/01/2022 Third Party 5,000,000 D Cyber Liability 652335893 05/01/2021 05/01/2022 Limit 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Newport Beach, its City Council, boards and commissions, officers, agents, employees, and volunteers are included as additional insureds as required by written contract. Policy is primary and non-contributory and includes waiver of subrogation and 30 day notice of cancellation. City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 04 AGUKU 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 8 0 0 0 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 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/PartnershipA.Imited Liability Companies 11. Legal Liablltty - 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 CNA74872XX (1-15) Page 1 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, INC. Policy No: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 Copyright CNA All Rlghte Reserved, Includes copyrighted materlal of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising Injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising Injury as co-owner of such premises. C. Grantor of Franchlas Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. CNA74872XX (1-16) Page 2 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, copyright CNN All Rights Reserved Policy No: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 INC . Includes copyrighted material of Insurance Services office, Inc., with Its permission. 0 0 0 S CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising Injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional Insured. 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 bodily Injury, property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs,, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising Injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily Injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as, an additional insured. CNA74672XX (1-15) Page 3 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, Copyright CNA All Rights Reserved Policy NO: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 INC. Includes copyrighted material of Insurance services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, In the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily Injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, Installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. GNA74872XX (1-15) Page 4 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, INC. Policy No: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its penission. m 0 0 0 0 CNA . CNA PARAMOUNT Technology General Liability Extension Endorsement 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 to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has -agreed in writing in a contract or agreement that this insurance is primary and non= contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional Insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily Injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Page 5 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, INC. Policy NO: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 Copyright CNA All Rights Reserved. Includes copyrighted materlal of Insurance services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim Is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 6. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising Injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. S. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. CNA74872XX (1-15) Page 6 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, INC. Policy No: 7014859669 Endorsement No: . 7 Effective Date: 05/01/2021 Copyrlght CNA All Rights Reserved. Includes copyrighted material of Insurance services office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement S. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily Injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily Injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named m Insured. 0 C3 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE 0 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: 0 (1) such bodily Injury is caused by an occurrence that takes place in the coverage territory. CV (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 IJability, the paragraph entitled Exclusions is amended to: _ 1. 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 1= liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). i= 11. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 7014859669 Page 7 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2021 Insured Name: BLUE TECHNOLOGIES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees, ill. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Mediaare/Medicald Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care Incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. add the following definitions: Health care Incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional heaNh care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; 1. Speech therapist; I. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ONA74872XX (1-15) Policy No: 7014859669 Page 8 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2021 Insured Name: BLUE TECHNOLOGIES, INC. Copyright CNA All Rights Reserved. Includes copyrighted materlai of Insurance Services Office, Inc., with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement li. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; Iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily Injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care Incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily Injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a heaRh care incident. co 0 b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED.. 0 c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.{1) in its entirety and replace it with the following: Other Insurance b. Excess Insurenan (1) To the extent this insurance applies, it is excess over any other Insurance, self insurance or risk transfer s Instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased p specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Policy No: 7014859669 Page 9 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2021 Insured Name: BLUE TECHNOLOGIES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured Is an Insured with respect to Its interest In such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising Injury arising out of such offense, first occurred after such termination date; b. the bodily Injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY— DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1Xa)(il), and replace it with the following: (11) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Page 10 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, INC. Policy NO: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office, Inc., with Its permission. m 0 0 0 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily Injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph i.a.(3Xb) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 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 Liabllity, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 7014859669 Page 11 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2021 Insured Name: BLUE TECHNOLOGIES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights, of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, . Coverage B —personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an Insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an Insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising Injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872X0( (1-15) Page 12 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, INC. Policy No: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 copyright CNA All Rights RsserJed, Includes copyrighted material of Insurance Services Office, Inc., with Its permission. 0 a O 0 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2xb) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses Incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE— ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care,. custody or control of the Insured, and only If such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Page 13 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: BLUE TECHNOLOGIES, INC. Policy No: 7014859669 Endorsement No: 7 Effective Date: 05/01/2021 Copyright CNA All Rlghts Reserved. Includes copyrighted materlal of Insurance Services oftlos, Inc., with Its perrNsslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described In LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for Injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your wolik included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only If such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily Injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for.attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15)' Policy No: 7014859669 Page 14 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 05/01/2021 Insured Name: BLUE TECHNOLOGIES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance SeMces office, Inc,, uvlth Its permisslon.