BASESIX SYSTEMS -COI & ENDT

AID 1773468 · View on Simbli

Agenda Item

i. Service Agreements ~ Independent Contractor Agreements (ICA) ~ Various Services ~ Alliance Fire Protection Services, Inc., BaseSix Systems, LLC, City Demolition and Abatement, Darling Ingredients, Inc., Electronic Maintenance Associates, Inc., Johnson Controls Fire Protection, Overhead Door Company of Atlanta, Section 10, Inc., Strategic Environmental Solutions, LLC (Not to exceed $820,000)

Summary: Presented by: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations
Request: It is requested that the DeKalb County School District Board of Education (“the Board”) approve the following Independent Contractor Agreements (ICAs) that exceed $50,000 with a total contract value not-to-exceed $820,000.


Alliance Fire Protection Services, Inc., ($95,000)
BaseSix Systems, LLC. ($90,000)
City Demolition and Abatement ($90,000)
Darling Ingredients, Inc. ($95,000)
Electronic Maintenance Associates, Inc ($85,000)
Johnson Controls Fire Protection ($80,000)
Overhead Door Company of Atlanta (95,000)
Section 10, Inc. ($95,000)
Strategic Environmental Solutions ($95,000)
Why: This request is to approve the above listed ICA’s to perform various services to support the Facilities/Maintenance Department through June 2026.

Approval of the Independent Contractor Agreement meets Strategic Goal Area 6: Organizational Excellence
Details: On October 18, 2021, the Board of Education approved the revision of Board Policy DJE (IV) A.2 - Independent Contractor Agreements, to require Board approval for any Independent Contractor Agreements with a total cost of $50,000 or more.

Additionally, per Board Policy -Purchasing DJE III(C)(3) - Competitive Selection of Vendors for Non-Capital Projects - Purchases or contracts totaling $5,000+ shall require at least 2 written quotes and selected based on objective criteria (performance and execution)

The board policies can be found here:
https://simbli.eboardsolutions.com/Policy/ViewPolicy.aspx?S=4054&revid=IsVaB6Z2x9NPZkwqJm84zQ==&ptid=amIgTZiB9plushNjl6WXhfiOQ==&secid=y1ZW0qRGjEafuplusqEjNeK2Q==&PG=6&IRP=0&isPndg=false
Financial impact: The budget for services is allocated from cost code (100.2600.543000.00011.7520.000.8013.040.0000) under the Operations Division General Fund Budget not to exceed $820,000.
Contact: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations, 678.676.1447
Mr. Bobby Moncrief, Director of Facilities, Division of Operations, 678-676-1478
Effective: Upon Board Approval, effective July 1, 2025
Status: Approved by the Office of Legal Affairs
                                                                                                                             BASESYS-01                                   JCLARK1
                                                                                                                                                                  DATE (MM/DD/YYYY)
                                               CERTIFICATE OF LIABILITY INSURANCE                                                                                    10/25/2024
  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).
                                                                                            CONTACT Lakin Snavely, CISR
PRODUCER                                                                                    NAME:
The Baldwin Group Southeast LLC                                                             PHONE                                                   FAX
                                                                                            (A/C, No, Ext):                                         (A/C, No):
5871 Glenridge Dr, NE, Ste 400                                                              E-MAIL
Atlanta, GA 30328                                                                           ADDRESS: Lakin.Snavely@baldwin.com
                                                                                                               INSURER(S) AFFORDING COVERAGE                                NAIC #
                                                                                            INSURER A : The Hanover American Insurance Company                         36064
INSURED                                                                                     INSURER B : The Hanover Insurance Company                                  22292
                 Basesix Systems LLC                                                        INSURER C :
                 2053 Franklin Way SE                                                       INSURER D :
                 Marietta, GA 30062
                                                                                            INSURER E :
                                                                                            INSURER F :

COVERAGES                                    CERTIFICATE NUMBER:                                                                 REVISION NUMBER:
  THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
  INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
  CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
  EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR                                                   ADDL SUBR                                    POLICY EFF   POLICY EXP
 LTR              TYPE OF INSURANCE                    INSD WVD           POLICY NUMBER            (MM/DD/YYYY) (MM/DD/YYYY)                             LIMITS
 A     X   COMMERCIAL GENERAL LIABILITY                                                                                           EACH OCCURRENCE                $
                                                                                                                                                                           1,000,000
                 CLAIMS-MADE   X     OCCUR
                                                        X          ZZA H247922-04                    5/4/2024       5/4/2025      DAMAGE TO RENTED
                                                                                                                                  PREMISES (Ea occurrence)       $
                                                                                                                                                                           1,000,000
                                                                                                                                  MED EXP (Any one person)       $
                                                                                                                                                                              15,000
                                                                                                                                  PERSONAL & ADV INJURY          $
                                                                                                                                                                           1,000,000
       GEN'L AGGREGATE LIMIT APPLIES PER:                                                                                         GENERAL AGGREGATE              $
                                                                                                                                                                           2,000,000
           POLICY X PRO-
                      JECT      X LOC                                                                                             PRODUCTS - COMP/OP AGG         $
                                                                                                                                                                           2,000,000
           OTHER:                                                                                                                                                $
 B     AUTOMOBILE LIABILITY
                                                                                                                                  COMBINED SINGLE LIMIT
                                                                                                                                  (Ea accident)                  $
                                                                                                                                                                           1,000,000
       X   ANY AUTO                                     X          AHA H226038-04                    5/4/2024       5/4/2025      BODILY INJURY (Per person)     $
           OWNED                  SCHEDULED
           AUTOS ONLY             AUTOS                                                                                           BODILY INJURY (Per accident) $
           HIRED                  NON-OWNED                                                                                       PROPERTY DAMAGE
           AUTOS ONLY             AUTOS ONLY                                                                                      (Per accident)               $
                                                                                                                                                                 $
 A     X   UMBRELLA LIAB       X     OCCUR                                                                                        EACH OCCURRENCE                $
                                                                                                                                                                          10,000,000
           EXCESS LIAB               CLAIMS-MADE        X          UHA H247924-04                    5/4/2024       5/4/2025      AGGREGATE                      $
                                                                                                                                                                          10,000,000
           DED     X   RETENTION $                 0                                                                                                             $
 A     WORKERS COMPENSATION                                                                                                       X    PER
                                                                                                                                       STATUTE
                                                                                                                                                       OTH-
                                                                                                                                                       ER
       AND EMPLOYERS' LIABILITY
                                             Y/N                   WZA H225993-04                    5/4/2024       5/4/2025                                               1,000,000
       ANY PROPRIETOR/PARTNER/EXECUTIVE                                                                                           E.L. EACH ACCIDENT             $
       OFFICER/MEMBER EXCLUDED?                Y       N/A
                                                                                                                                                                           1,000,000
       (Mandatory in NH)                                                                                                          E.L. DISEASE - EA EMPLOYEE $
       If yes, describe under                                                                                                                                              1,000,000
       DESCRIPTION OF OPERATIONS below                                                                                            E.L. DISEASE - POLICY LIMIT    $




DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Dekalb County School District and Dekalb County Board of Education are included as additional insureds, as required by written contract or agreement, with
respect to general liability and automobile liability per the attached endorsements. Umbrella schedule of underlying policies attached.




CERTIFICATE HOLDER                                                                          CANCELLATION

                                                                                              SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
                                                                                              THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
                 Dekalb County School District                                                ACCORDANCE WITH THE POLICY PROVISIONS.
                 and Dekalb County Board of Education
                 1701 Mountain industrial Blvd Stone
                 Stone Mountain, GA 30083                                                   AUTHORIZED REPRESENTATIVE




ACORD 25 (2016/03)                                                                              © 1988-2015 ACORD CORPORATION. All rights reserved.
                                                       The ACORD name and logo are registered marks of ACORD
                 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

       COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART


                                                SUMMARY OF COVERAGES
 1.     Additional Insured by Contract, Agreement or Permit                                                         Included
 2.     Additional Insured – Primary and Non-Contributory                                                           Included
 3.     Blanket Waiver of Subrogation                                                                               Included
 4.     Bodily Injury Redefined                                                                                     Included
 5.     Broad Form Property Damage – Borrowed Equipment, Customers Goods & Use of Elevators                         Included
 6.     Knowledge of Occurrence                                                                                     Included
 7.     Liberalization Clause                                                                                       lncluded
 8.     Medical Payments – Extended Reporting Period                                                                Included
 9.     Newly Acquired or Formed Organizations - Covered until end of policy period                                 Included
 10. Non-owned Watercraft                                                                                              51 ft.
 11. Supplementary Payments Increased Limits
            -   Bail Bonds                                                                                           $2,500
            -   Loss of Earnings                                                                                      $1000
 12. Unintentional Failure to Disclose Hazards                                                                      Included
 13. Unintentional Failure to Notify                                                                                Included

This endorsement amends coverages provided under the Commercial General Liability Coverage Part through
new coverages, higher limits and broader coverage grants.


1. Additional Insured by Contract, Agreement or                                  (1) "Your work" for the additional insured(s)
   Permit                                                                            designated in the contract, agreement or
      The following is added to SECTION II – WHO IS                                  permit;
      AN INSURED:                                                                (2) Premises you own, rent, lease or occupy;
      Additional Insured by Contract, Agreement or                                   or
      Permit                                                                     (3) Your maintenance, operation or use of
      a. Any person or organization with whom you                                    equipment leased to you.
         agreed in a written contract, written agreement                   b. The insurance afforded to such additional
         or permit that such person or organization to                        insured described above:
         add an additional insured on your policy is an                          (1) Only applies to the extent permitted by
         additional insured only with respect to liability                           law; and
         for “bodily injury”, “property damage”, or
         “personal and advertising injury” caused, in                            (2) Will not be broader than the insurance
         whole or in part, by your acts or omissions, or                             which you are required by the contract,
         the acts or omissions of those acting on your                               agreement or permit to provide for such
         behalf, but only with respect to:                                           additional insured.


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       (3) Applies on a primary basis if that is                                     advertising injury” involved the rendering
           required by the written contract, written                                 of or failure to render any professional
           agreement or permit.                                                      services by or for you.
       (4) Will not be broader than                 coverage              d. With respect to the insurance afforded to
           provided to any other insured.                                    these additional insureds, the following is
       (5) Does not apply if the “bodily injury”,                            added to SECTION III – LIMITS OF
           “property damage” or “personal and                                INSURANCE:
           advertising injury” is otherwise excluded                            The most we will pay on behalf of the
           from coverage under this Coverage Part,                              additional insured for a covered claim is the
           including any endorsements thereto.                                  lesser of the amount of insurance:
   c. This provision does not apply:                                            1. Required by the contract, agreement or
       (1) Unless the written contract or written                                  permit described in Paragraph a.; or
           agreement was executed or permit was                                 2. Available under the applicable Limits of
           issued prior to the "bodily injury”, “property                          Insurance shown in the Declarations.
           damage", or "personal injury and                                     This endorsement shall not increase the
           advertising injury".                                                 applicable Limits of Insurance shown in the
       (2) To any person or organization included as                            Declarations.
           an insured by another endorsement                         2. Additional Insured                –      Primary   and   Non-
           issued by us and made part of this                           Contributory
           Coverage Part.
                                                                          The following is added to SECTION IV –
       (3) To any lessor of equipment:                                    COMMERCIAL        GENERAL          LIABILITY
           (a) After the equipment lease expires; or                      CONDITIONS, Paragraph 4. Other insurance:
           (b) If the “bodily injury”, “property                          Additional Insured              –      Primary   and   Non-
               damage”, “personal and advertising                         Contributory
               injury” arises out of sole negligence of                   If you agree in a written contract, written
               the lessor                                                 agreement or permit that the insurance provided to
       (4) To any:                                                        any person or organization included as an
           (a) Owners or other interests from. whom                       Additional Insured under SECTION II – WHO IS
               land has been leased which takes                           AN INSURED, is primary and non-contributory,
               place after the lease for the land ex-                     the following applies:
               pires; or                                                  If other valid and collectible insurance is available
           (b) Managers or lessors of premises if:                        to the Additional Insured for a loss covered under
                                                                          Coverages A or B of this Coverage Part, our
                 (i) The occurrence takes place after                     obligations are limited as follows:
                     you cease to be a tenant in that
                     premises; or                                         a. Primary Insurance
                 (ii) The "bodily injury", "property                            This insurance is primary to other insurance
                      damage", "personal injury" or                             that is available to the Additional Insured
                      "advertising injury" arises out of                        which covers the
                      structural alterations, new con-                          Additional Insured as a Named Insured. We
                      struction or demolition operations                        will not seek contribution from any other
                      performed by or on behalf of the                          insurance available to the Additional Insured
                      manager or lessor.                                        except:
       (5) To “bodily injury”, “property damage” or                             (1) For the sole negligence of the Additional
           “personal and advertising injury” arising                                Insured;
           out of the rendering of or the failure to                            (2) When the Additional Insured is an
           render any professional services.                                        Additional Insured under another primary
           This exclusion applies even if the claims                                liability policy; or
           against any insured allege negligence or                             (3) when b. below applies.
           other wrongdoing in the supervision,
           hiring, employment, training or monitoring                           If this insurance is primary, our obligations are
           of others by that insured, if the                                    not affected unless any of the other insurance
           “occurrence” which caused the “bodily                                is also primary. Then, we will share with all
           injury” or “property damage” or the offense                          that other insurance by the method described
           which caused the “personal and                                       in c. below.

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   b. Excess Insurance                                                         insurer contributes equal amounts until it has
       (1) This insurance is excess over any of the                            paid its applicable limit of insurance or none of
           other insurance, whether primary, excess,                           the loss remains, whichever comes first. If any
           contingent or on any other basis:                                   of the other insurance does not permit
                                                                               contribution by equal shares, we will contribute
           (a) That is Fire, Extended Coverage,                                by limits. Under this method, each insurer's
               Builder's Risk, Installation Risk or                            share is based on the ratio of its applicable
               similar coverage for "your work";                               limit of insurance to the total applicable limits
           (b) That is Fire insurance for premises                             of insurance of all insurers
               rented to the Additional Insured or                  3. Blanket Waiver of Subrogation
               temporarily occupied by the Additional
               Insured with permission of the owner;                     The following is added to SECTION IV –
                                                                         COMMERCIAL         GENERAL        LIABILITY
           (c) That is insurance purchased by the                        CONDITIONS, Paragraph 8. Transfer Of Rights
               Additional Insured to cover the                           Of Recovery Against Others To Us:
               Additional Insured’s liability as a
               tenant for "property damage" to                           We waive any right of recovery we may have
               premises rented to the Additional                         against any person or organization with whom you
               Insured or temporarily occupied by the                    have a written contract that requires such waiver
               Additional with permission of the                         because of payments we make for damage under
               owner; or                                                 this coverage form. The damage must arise out of
                                                                         your activities under a written contract with that
           (d) If the loss arises out of the                             person or organization. This waiver applies only to
               maintenance or use of aircraft, "autos"                   the extent that subrogation is waived under a
               or watercraft to the extent not subject                   written contract executed prior to the “occurrence”
               to Exclusion g. of SECTION I –                            or offense giving rise to such payments.
               COVERAGE A – BODILY INURY
               AND       PROPERTY           DAMAGE                  4. Bodily Injury Redefined
               LIABILITY.                                                SECTION V – DEFINITIONS, Definition 3. “bodily
       (2) When this insurance is excess, we will                        injury” is replaced by the following:
           have no duty under Coverages A or B to                        3. “Bodily injury” means bodily injury, sickness or
           defend the insured against any "suit" if any                     disease sustained by a person including death
           other insurer has a duty to defend the                           resulting from any of these at any time. “Bodily
           insured against that "suit". If no other                         injury” includes mental anguish or other
           insurer defends, we will undertake to do                         mental injury resulting from “bodily injury”.
           so, but we will be entitled to the insured's             5. Broad Form Property Damage – Borrowed
           rights against all those other insurers.                    Equipment, Customers Goods, Use of
       (3) When this insurance is excess over other                    Elevators
           Insurance, we will pay only our share of                      a. SECTION I – COVERAGES, COVERAGE A –
           the amount of the loss, if any, that                             BODILIY    INJURY     AND     PROPERTY
           exceeds the sum of:                                              DAMAGE      LIABILITY,    Paragraph   2.
           (a) The total amount that all such other                         Exclusions subparagraph j. is amended as
               insurance would pay for the loss in the                      follows:
               absence of this insurance; and                                  Paragraph (4) does not apply to "property
           (b) The total of all deductible and self                            damage" to borrowed equipment while at a
               insured amounts under all that other                            jobsite and not being used to perform
               insurance.                                                      operations.
           We will share the remaining loss, if any,                           Paragraphs (3), (4) and (6) do not apply to
           with any other insurance that is not                                "property damage" to "customers goods" while
           described in this Excess Insurance                                  on your premises nor do they apply to the use
           provision and was not bought specifically                           of elevators at premises you own, rent, lease
           to apply in excess of the Limits of                                 or occupy.
           Insurance shown in the Declarations of                        b. The following is added to SECTION V –
           this Coverage Part.                                              DEFINTIONS:
   c. Method Of Sharing                                                        24. "Customers goods" means property of
       If all of the other insurance permits                                       your customer on your premises for the
       contribution by equal shares, we will follow this                           purpose of being:
       method also. Under this approach each

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           a. worked on; or                                         10. Non-Owned Watercraft
           b. used in your manufacturing process.                        SECTION I – COVERAGES, COVERAGE A
   c. The insurance afforded under this provision is                     BODILY INJURY AND PROPERTY DAMAGE
      excess over any other valid and collectible                        LIABILITY,    Paragraph        2.     Exclusions,
      property insurance (including deductible)                          subparagraph g.(2) is replaced by the following:
      available to the insured whether primary,                          g. Aircraft, Auto Or Watercraft
      excess, contingent                                                       (2) A watercraft you do not own that is:
6. Knowledge of Occurrence                                                          (a) Less than 51 feet long; and
   The following is added to SECTION IV –                                           (b) Not being used to carry persons or
   COMMERCIAL          GENERAL          LIABILITY                                       property for a charge;
   CONDITIONS, Paragraph 2. Duties in the Event
   of Occurrence, Offense, Claim or Suit:                                           This provision applies to any person who,
                                                                                    with your consent, either uses or is
   e. Notice of an "occurrence", offense, claim or                                  responsible for the use of a watercraft.
      "suit" will be considered knowledge of the
      insured if reported to an individual named                    11. Supplementary Payments Increased Limits
      insured, partner, executive officer or an                          SECTION I – SUPPLEMENTARY PAYMENTS
      "employee" designated by you to give us such                       COVERAGES A AND B, Paragraphs 1.b. and
      a notice.                                                          1.d. are replaced by the following:
7. Liberalization Clause                                                 1.b. Up to $2,500 for cost of bail bonds required
   The following is added to SECTION IV –                                     because of accidents or traffic law violations
   COMMERCIAL        GENERAL      LIABILITY                                   arising out of the use of any vehicle to which
   CONDITIONS:                                                                the Bodily Injury Liability Coverage applies.
                                                                              We do not have to furnish these bonds.
    Liberalization Clause
                                                                         1.d. All reasonable expenses incurred by the
   If we adopt any revision that would broaden the                            insured at our request to assist us in the
   coverage under this Coverage Form without                                  investigation or defense of the claim or “suit",
   additional premium, within 45 days prior to or                             including actual loss of earnings up to $1000 a
   during the policy period, the broadened coverage                           day because of time off from work.
   will immediately apply to this Coverage Part.
                                                                    12. Unintentional Failure to Disclose Hazards
8. Medical       Payments   –    Extended        Reporting
   Period                                                                The following is added to SECTION IV –
                                                                         COMMERCIAL        GENERAL         LIABILITY
   a. SECTION I – COVERAGES, COVERAGE C –                                CONDITIONS, Paragraph 6. Representations:
      MEDICAL       PAYMENTS,       Paragraph 1.
      Insuring Agreement, subparagraph a.(3)(b)                          We will not disclaim coverage under this Coverage
      is replaced by the following:                                      Part if you fail to disclose all hazards existing as of
                                                                         the inception date of the policy provided such
       (b) The expenses are incurred and reported                        failure is not intentional.
           to us within three years of the date of the
           accident; and                                            13. Unintentional Failure to Notify
   b. This coverage does not apply if COVERAGE                           The following is added to SECTION IV –
      C – MEDICAL PAYMENTS is excluded either                            COMMERCIAL          GENERAL          LIABILITY
      by the provisions of the Coverage Part or by                       CONDITIONS, Paragraph 2. Duties in the Event
      endorsement.                                                       of Occurrence, Offense, Claim or Suit:
9. Newly Acquired Or Formed Organizations                                Your rights afforded under this policy shall not be
                                                                         prejudiced if you fail to give us notice of an
   SECTION II – WHO IS AN INSURED, Paragraph                             "occurrence", offense, claim or "suit", solely due to
   3.a. is replaced by the following:                                    your reasonable and documented belief that the
   a. Coverage under this provision is afforded until                    "bodily injury" or "property damage" is not covered
      the end of the policy period.                                      under this policy.



                 ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.




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                 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

 BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

A. The following is added to SECTION II –
   LIABILITY COVERAGE, Paragraph A.1. Who Is                              If you agree in a written contract, written
   An Insured:                                                            agreement or written permit that the insurance
   Additional Insured if Required by Contract                             provided to a person or organization who qualifies
   If you agree in a written contract, written                            as an additional “insured” under SECTION II –
   agreement or written permit that a person or                           LIABILITY COVERAGE, Paragraph A.1. Who Is
   organization be added as an additional “insured”                       An Insured, subparagraph Additional Insured if
   under this Coverage Part, such person or                               Required by Contract is primary and non-
   organization is an “insured”; but only to the extent                   contributory, the following applies:
   that such person or organization qualifies as an                       The liability coverage provided by this Coverage
   “insured” under paragraph A.1.c. of this Section.                      Part is primary to any other insurance available to
   If you agree in a written contract, written                            the additional “insured” as a Named Insured. We
   agreement or written permit that a person or                           will not seek contribution from any other insurance
   organization be added as an additional “insured”                       available to the additional “insured” except:
   under this Coverage Part, the most we will pay on                      (1) For the sole negligence of the additional
   behalf of such additional “insured” is the lesser of:                      “insured”; or
   (1) The Limits of Insurance for liability coverage                     (2) For negligence arising out of the ownership,
       specified in the written contract, written                             maintenance or use of any “auto” not owned
       agreement or written permit; or                                        by the additional “insured” or by you, unless
   (2) The Limits of Insurance for Liability Coverage                         that “auto” is a “trailer” connected to an “auto”
       shown in the Declarations applicable to this                           owned by the additional “insured” or by you; or
       Coverage Part.                                                     (3) When the additional “insured” is also an
   Such amount shall be part of and not in addition to                        additional “insured” under another liability
   the Limits of Insurance shown in the Declarations                          policy.
   applicable to this Coverage Part. Regardless of                   C. This endorsement will apply only if the “accident”
   the number of covered "autos", "insureds",                           occurs:
   premiums paid, claims made or vehicles involved                        1. During the policy period;
   in the "accident", the most we will pay for the total
   of all damages and "covered pollution cost or                          2. Subsequent to the execution of the written
   expense" combined resulting from any one                                  contract or written agreement or the issuance
   "accident" is the Limit of Insurance for Liability                        of the written permit; and
   Coverage shown in the Declarations.                                    3. Prior to the expiration of the period of time that
B. The following is added to SECTION IV –                                    the written contract, written agreement or
   BUSINESS AUTO CONDITIONS, Paragraph B.                                    written permit requires such insurance to be
   General Conditions, subparagraph 5. Other                                 provided to the additional “insured”.
   Insurance:                                                        D. Coverage provided to an additional “insured” will
   Primary and Non-Contributory                                         not be broader than coverage provided to any
                                                                        other “insured” under this Coverage Part.


                 ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.




                                                                                                                  Page 1 of 1



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          THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

                                    BUSINESS AUTO COVERAGE
                                    BROADENING ENDORSEMENT

    This endorsement modifies insurance provided under the following:

            BUSINESS AUTO COVERAGE FORM

    With respect to coverage provided by this endorsement, the provisions of the Coverage Form
    apply unless modified by the endorsement.

    1. CANCELLATION EXTENSION                               d.   Any business entity for which you
                                                                 have a financial interest greater
    Paragraph A. CANCELLATION 2. b. of the                       than 50% of the voting stock or
    COMMON POLICY CONDITIONS is                                  otherwise have a controlling
    replaced with the following:                                 interest after the effective date of
        b. 60 days before the effective date                     this policy or that is newly
            of cancellation if we cancel for                     acquired or formed by you during
            any other reason.                                    the term of this policy.

    SECTION I - COVERED AUTOS                                        The coverage provided by this
                                                                     provision is afforded until
    2. EMPLOYEE HIRED "AUTOS"                                        expiration or termination of this
       Description Of Covered Auto                                   policy, whichever occurs earlier.
       Designation Symbols; Symbol 8 is
       replaced by the following:                                    The coverage provided by this
                                                                     provision does not apply to any
    8 = Hired "Autos" Only - Only those "autos"                      business entity described in d.
    you lease, hire, rent or borrow; including                       above that qualifies as an
    "autos" your employee hires at your                              insured under any other
    direction, for the purpose of conducting your                    automobile liability policy issued
    business. This does not include any "auto"                       to that business entity as a
    you lease, hire, rent, or borrow from any of                     named insured or would have
    your "employees" or partners or members of                       been an insured except for the
    their households.                                                exhaustion of the policy limits or
                                                                     the insolvency of the insurer.
    SECTION II - LIABILITY COVERAGE
                                                                     The coverage provided by this
    3. BROADENED NAMED INSURED                                       provision does not apply to
                                                                     "bodily injury" nor "property
    The following is added to the SECTION II -                       damage" arising from an
    LIABILITY COVERAGE, Paragraph 1. Who                             accident that occurred prior to
    Is An Insured provision:                                         your acquiring or forming the
                                                                     business entity described in d.
                                                                     above.




         Includes copyrighted material of Insurance Services Office, Inc. with its permission.
                        Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
    4. EMPLOYEES AS INSUREDS                            SECTION III - PHYSICAL DAMAGE
                                                        COVERAGE.
    The following is added to the SECTION II -
    LIABILITY COVERAGE, Paragraph 1. Who                7. EXPENSE OF RETURNING A STOLEN
    Is An Insured provision:                            "AUTO" and SIGN COVERAGE

        e.   Any employee of yours is an                The following is added to SECTION III -
             "insured" while using a covered            PHYSICAL DAMAGE COVERAGE, A.1.
             "auto" you do not own, hire or             COVERAGE:
             borrow in your business or your
             personal affairs.                              d.   Expense Of Returning A Stolen
                                                                 "Auto"
    5. SUPPLEMENTARY PAYMENTS
                                                                 We will pay for the expense of
    The following amends SECTION II -                            returning a covered "auto" to you.
    LIABILITY COVERAGE, Paragraph 2.
    Coverage Extensions provision:                          e.   Sign Coverage

    Paragraph (2) is replaced by the following:                  We will pay for loss to signs,
       (2) Up to $2500 for cost of bail bonds                    murals, paintings or graphics,
           (including bonds for related traffic                  as part of equipment, which are
           law violations) required because                      displayed on a covered "auto".
           of an "accident" we cover. We do
           not have to furnish these bonds.                      The most we will pay for "loss" in
                                                                 any one "accident" is the lesser of:
    Paragraph (4) is replaced by the following:
       (4) All reasonable expenses incurred                      1. The actual cash value of
           by the "insured" at our request,                         the property as of the
           including actual loss of earnings                        time of the "loss"; or
           up to $500 a day because of time                      2. The cost of repairing or
           off from work.                                           replacing the damaged or
                                                                    stolen property with other
    6. AMENDED FELLOW EMPLOYEE                                      property of like kind and
       EXCLUSION                                                    quality; or
                                                                 3. $2,000.
    The following is added to the SECTION II -
    LIABILITY COVERAGE, B. Exclusions                   8. GLASS BREAKAGE DEDUCTIBLE
    Paragraph 5. Fellow Employee exclusion:
                                                            The following is added to SECTION III-
        This exclusion does not apply if the                 PHYSICAL DAMAGE COVERAGE A.
        "bodily injury" arises from the use of a             COVERAGE paragraph 3. Glass
        covered "auto" you own or hire. This                 Breakage - Hitting a Bird or Animal -
        coverage is excess over any other                    Falling Objects or Missiles:
        collectible insurance
                                                            Any deductible shown in the
                                                            Declarations as applicable to the




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                        Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
        covered "auto" will not apply to glass                   direction, for the purpose of
        breakage if such glass is repaired,                      conducting your business, for a
        rather than replaced.                                    period of 30 days or less, of like
                                                                 kind and use as the "autos" you
    9. TRANSPORTATION EXPENSE                                    own, subject to the following:

    Paragraph 4. Coverage Extension. of                          The most we will pay for any one
    SECTION III - PHYSICAL DAMAGE                                loss is the lesser of the following:
    COVERAGE, A. COVERAGE is replaced
    with the following:                                              a. $50,000 per accident, or
                                                                     b. cash value, or
        4.   Coverage Extension                                      c. the cost of repair,

             We will pay up to $50 per day to a                  minus the deductible equal to the
             maximum of $1500 for temporary                      lowest deductible applicable to any
             transportation expense incurred by                  owned "auto" for that coverage.
             you because of the total theft of a                 Any deductible shown in the
             covered "auto" of the private                       Declarations does not apply to
             passenger type. We will pay only                    "loss" caused by fire or lightning.
             for those covered "autos" for which                 Subject to the limit and deductible
             you carry either Comprehensive or                   stated above, we will provide
             Specified Causes of Loss                            coverage equal to the broadest
             Coverage. We will pay for                           coverage provided to any covered
             temporary transportation expenses                   "auto" you own, that is applicable to
             incurred during the period beginning                the loss.
             24 hours after the theft and ending,
             regardless of the policy’s expiration,              If the loss arises from an accident
             when the covered "auto" is returned                 for which you are legally liable and
             to use or we pay for its "loss".                    the lessor incurs an actual financial
                                                                 loss from that accident, we will
    10. HIRED AUTO PHYSICAL DAMAGE                               cover the lessor’s actual financial
                                                                 loss of use of the hired "auto" for a
    The following is added to SECTION III -                      period of up to seven consecutive
    PHYSICAL DAMAGE COVERAGE, A.                                 days from the date of the accident,
    COVERAGE:                                                    subject to a limit of $1,000 per
                                                                 accident.
        5.   Hired Auto Physical Damage
                                                        11. AUDIO, VISUAL AND DATA
             If hired "autos" are covered "autos"       ELECTRONIC EQUIPMENT
             for Liability Coverage and if Physical     COVERAGE
             Damage Coverage of
             Comprehensive, Specified Causes            The following is added to SECTION III -
             of Loss, or Collision is provided          PHYSICAL DAMAGE COVERAGE, A.
             under this Coverage Form for any           COVERAGE:
             "auto" you own, then the Physical
             Damage Coverage(s) provided is                 6.   Audio, Visual and Data Electronic
             extended to "autos" you hire without                Equipment Coverage
             a driver or your employee hires,
             without a driver, at your                           We will pay for "loss" to any
                                                                 electronic equipment that receives




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                        Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
            or transmits audio, visual or data
            signals and that is not designed                        b.    Permanently installed
            solely for the reproduction of sound.                        in the opening of the dash
            This coverage applies only if the                             or console normally used
            equipment is permanently installed                            by the manufacturer for the
            in the covered "auto" at the time of                          installation of a radio.
            the "loss" or the equipment is
            removable from a housing unit                       With respect to coverage herein, the
            which is permanently installed in the               LIMIT OF INSURANCE provision of
            covered “auto’ at the time of the                   PHYSICAL DAMAGE COVERAGE
            "loss", and such equipment is                       is replaced by the following:
            designed to be solely operated by
            use of the power from the "auto’s"                   1. The most we will pay for all
            electrical system, in or upon the                       "loss" to audio, visual or data
            covered "auto", including its                           electronic equipment and any
            antennas and other accessories.                         accessories used with this
            However , this does not include                         equipment as a result of any
            tapes, records or discs.                                one "accident" is the lesser of

            The exclusions that apply to                             a. The actual cash value of
            PHYSICAL DAMAGE COVERAGE,                                   the damaged or stolen
            except for the exclusion relating to                        property as of the time of
            Audio, Visual and Data Electronic                           the "loss"; or
            Equipment, also apply to coverage                        b. The cost of repairing or
            provided herein. In addition, the                           replacing the damaged or
            following exclusions apply:                                 stolen property with other
                                                                        property of like kind and
            We will not pay , under this                                quality; or
            coverage, for either any electronic                      c. $500.
            equipment or accessories used with
            such electronic equipment that is:                   2. An adjustment for
                                                                    depreciation and physical
            1. Necessary for the normal                             condition will be made in
               operation of the covered                             determining actual cash value
               "auto" or the monitoring of                          at the time of the "loss".
               the covered "auto’s"
               operating system; or                              3. Deductibles applicable to
                                                                    PHYSICAL DAMAGE
            2. Both:                                                COVERAGE, do not apply
                                                                    to this Audio, Visual and Data
                a. An integral part of the                          Electronic Equipment
                   same unit housing any                            Coverage.
                   sound reproducing
                   equipment designed                            If there is other coverage provided
                   solely for the                                by this policy for audio, visual and
                   reproduction of sound if the                  data electronic equipment, the
                    sound reproducing                            coverage provided herein is
                   equipment is permanently
                    installed in the covered
                    "auto", and




         Includes copyrighted material of Insurance Services Office, Inc. with its permission.
                        Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
             excess. However, you may elect to                           covered “auto". If “loss” is
             apply the limit or any portion thereof                      caused by theft, this
             of coverage provided herein to pay                          number of days is added
             any deductible that is applicable                           to the number of days it
             under the provisions of the other                           takes to locate the covered
             coverage.                                                   "auto" and transport it to a
                                                                         repair shop.
    12. RENTAL REIMBURSEMENT and
        MATERIAL TRANSFER EXPENSE                                    2. 60 days.

    The following is added to SECTION III -                      Our payment is limited to the lesser
    PHYSICAL DAMAGE COVERAGE, A.                                 of the following amounts:
    COVERAGE:
                                                                     1. Necessary and actual
        7.   Rental Reimbursement and                                   expenses incurred,
             Material Transfer Expense                                  including loss of use.

             This coverage provides only those                       2. $3000.
             Physical Damage Coverages where
             a premium is shown in the                           This auto rental expense coverage
             Declarations. It applies only to a                  does not apply while there are
             covered "auto" described or                         spare or reserve "autos" available to
             designated to which the Physical                    you for your operations.
             Damage Coverages apply.
                                                                 If "loss" results from the total theft of
             We will pay for auto rental expenses                a covered "auto" of the private
             and the expenses, incurred by you                   passenger type, we will pay under
             because of "loss" to a covered                      this coverage only that amount of
             "auto", to remove and transfer your                 your rental reimbursement
             materials and equipment from the                    expenses which is not already
             covered "auto" . Payment applies in                 provided for under the SECTION
             addition to the otherwise applicable                III - PHYSICAL DAMAGE
             amount of each coverage you have                    COVERAGE, A. 4. Coverage
             on a covered "auto". No                             Extension.
             deductibles apply to this coverage.
                                                        13. AIRBAG COVERAGE
             We will pay only for those auto
             rental expenses incurred during the        The following is added to SECTION III -
             policy period beginning 24 hours           PHYSICAL DAMAGE COVERAGE, B.
             after the "loss" and ending,               Exclusions, paragraph 3.
             regardless of the policy’s expiration,
             with the lesser of the following           The portion of this exclusion relating to
             number of days:                            mechanical or electrical breakdown does not
                                                        apply to the accidental discharge of an
                 1. The number of days                  airbag. This coverage is excess of other
                    reasonably required to              collectible insurance or warranty. No
                    repair or replace the               deductible applies to this Airbag Coverage.




         Includes copyrighted material of Insurance Services Office, Inc. with its permission.
                        Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
    14. AUTO LOAN PHYSICAL DAMAGE                       imposed under a lease for excessive use,
        EXTENSION                                       abnormal wear and tear or high mileage;
                                                        security deposits not refunded by the lessor;
    The following is added to SECTION III -             cost for extended warranties, Credit Life
    PHYSICAL DAMAGE COVERAGE, C.                        Insurance, Health, Accident or Disability
    Limit Of Insurance provision:                       Insurance purchased with the loan; and
                                                        carry over balances from previous leases.
    When a "loss" results in a total loss to a
    covered auto you own for which a Loss               This coverage applies only to the initial
    Payee is designated in this policy, the most        lease for the covered "auto" which has not
    we will pay for "loss" in any one "accident" is     previously been leased. This coverage is
    the greater of:                                     excess over all other collectible insurance.

        1.   The actual cash value of the               SECTION IV - CONDITIONS
             damaged or stolen property as of
             the time of the "loss"; or                 16. DUTIES IN THE EVENT OF
                                                            ACCIDENT, CLAIM, SUIT OR LOSS
        2.   The outstanding balance of the
             initial loan, less any amounts for         The following is added to SECTION IV -
             taxes, overdue payments, overdue           BUSINESS AUTO CONDITIONS, A. Loss
             payment charges, penalties,                Conditions, 2. Duties In The Event Of
             interest , any charges for early           Accident, Claim, Suit Or Loss:
             termination of the loan, costs for
             Credit Life Insurance, Health,                 d.   Knowledge of any "accident",
             Accident or Disability Insurance                    claim, "suit" or "loss" will be
             purchased with the loan, and                        deemed knowledge by you when
             carry-over balances from previous                   notice of such "accident",
             loans.                                              claim, "suit" or "loss" has been
                                                                 received by:
    15. AUTO LEASE PHYSICAL DAMAGE
        EXTENSION                                                (1) You, if you are an individual;
                                                                 (2) Any partner or insurance
    The following is added to SECTION III -                          manager if you are a
    PHYSICAL DAMAGE COVERAGE, C.                                     partnership; or
    Limit Of Insurance provision:                                (3) An executive officer or
                                                                     insurance manager if you are
    If, because of damage, destruction or theft                      a corporation.
    of a covered "auto", which is a long-term
    leased "auto", the lease agreement between          17. BLANKET WAIVER OF
    you and the lessor is terminated, "we" will             SUBROGATION
    pay the difference between the amount paid
    under paragraph C. LIMIT OF INSURANCE               Paragraph 5. Transfer Of Rights Of
    1. or 2. and the amount due at the time of          Recovery Against Others To Us,
    "loss" under the terms of the lease                 SECTION IV - BUSINESS AUTO
    agreement applicable to the leased "auto"           CONDITIONS, A. Loss Conditions is
    which you are required to pay: less any fees        replaced by the following:
    to dispose of the auto; any overdue
    payments; financial penalties




         Includes copyrighted material of Insurance Services Office, Inc. with its permission.
                        Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
        5.   Transfer Of Rights Of Recovery             19. HIRED AUTO – WORLDWIDE
             Against Others To Us                           COVERAGE

             If any person or organization to or        The following is added to SECTION IV -
             for whom we make payment under             Business Auto Conditions, B. General
             this Coverage Form has rights to           Conditions, paragraph 7. Policy Period,
             recover damages from another,              Coverage Territory provision:
             which have not been waived
             through the execution of an "insured       e. Outside the coverage territory
             contract", written agreement, or                  described in a., b., c., and d.
             permit, prior to the "accident" or                above for an "accident" or "loss"
             "loss" giving rise to the payment,                resulting from the use of a
             those rights to recover damages                   covered "auto" you hire, without a
             from another are transferred to us.               driver, or your employee hires
             That person or organization must do               without a driver, at your direction,
             everything necessary to secure our                for the purpose of conducting your
             rights and must do nothing after the              business, for a period of 30 days
             "accident" or "loss" to impair them.              or less, provided the suit is
                                                               brought within The United States
    18. UNINTENTIONAL FAILURE TO                               of America or its territories or
        DISCLOSE INFORMATION                                   possessions.

    The following is added to SECTION IV                SECTION V - DEFINITIONS
    BUSINESS AUTO CONDITIONS. B.
    General Conditions, paragraph 2.                    20. MENTAL ANGUISH
    Concealment, Misrepresentation Or
    Fraud:                                              Paragraph C. "Bodily injury", SECTION V -
                                                        DEFINITIONS is replaced by the following:
        Your unintentional error in disclosing, or
        failure to disclose, any material fact          C. "Bodily injury" means bodily injury,
        existing after the effective date of this          sickness or disease sustained by a
        Coverage Form shall not prejudice your             person including death or mental
        rights under this Coverage Form.                   anguish resulting from any of these.
        However, this provision does not affect
        our right to collect additional premium or
        exercise our right of cancellation or
        nonrenewal.




         Includes copyrighted material of Insurance Services Office, Inc. with its permission.
                        Copyright, Insurance Services Office, Inc., 1996
461-0155 (9-97)
                                                          SCHEDULE OF UNDERLYING POLICIES

      Insured: BASESIX SYSTEMS LLC
      Effective on and after 05/04/2024 12:01 A.M. Standard Time
      This Schedule is part of Policy Number: UHA H247924 04



               CARRIER, POLICY NUMBER & PERIOD                    TYPE OF POLICY                APPLICABLE LIMITS OR AMOUNT OF INSURANCE


    (a) Carrier: CITIZENS INSURANCE COMPANY               Commercial General Liability         $1,000,000                 Occurrence/ Each Claim
        OF AMERICA
        Policy Number: ZBA H247922 04                           Owned Autos                    $1,000,000                 Personal Injury
        Policy Period: 05/04/2024 TO 05/04/2025                 Non-owned & Hired Autos        $1,000,000                 Advertising Injury
                                                                                               $2,000,000                 General Aggregate
                                                                                               $2,000,000                 Product/Completed Operations
                                                                                                                          Aggregate

    (b) Carrier: HANOVER INSURANCE COMPANY Comprehensive Automobile                            Bodily Injury and Property Damage Liability Combined:
                                                Liability including
        Policy Number: AHA H226038 04                  Owned Autos                             $1,000,000                 Each Accident
        Policy Period: 05/04/2024 TO 05/04/2025        Non-Owned & Hired Autos                 Bodily Injury
                                                                                               $                          Each Person
                                                                                               $                          Each Accident
                                                                                               Property Damage:
                                                                                               $                          Each Accident

    (c) Carrier:                                          Garage Liability                     Bodily Injury and Property Damage Liability Combined:

         Policy Number:                                         Dealers                                                   Each Accident
         Policy Period:                                         Service                        Garage Operations
                                                                                               $                          Auto Only
                                                                                               $                          Other than Auto Only
                                                                                               $                          Aggregate
                                                                                               Garage Operations
                                                                                               $                          Other than Auto Only

    (d) Carrier: ALLMERICA FINANCIAL BENEFITS Standard Workers’ Compensation                 Coverage B – Employers Liability
                                                & Employers’ Liability
        Policy Number: WZA H225993 04                                             Bodily Injury by Accident
        Policy Period: 05/04/2024 TO 05/04/2025                                   $1,000,000                Each Accident
                                                NEW YORK ONLY:                    Bodily Injury by Disease
                                                The Umbrella Coverage for         $1,000,000                Each Employee
                                                Workers’ Compensation and         $1,000,000                Aggregate
                                                Employers Liability is not
                                                applicable in situations where an
                                                employee is subject to the New
                                                York Workers’ Compensation Law.




                An “X” marked in the box provided indicates these broadening or optional coverage are provided in the Underlying Insurance


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0027 of 0043                                                          Original Insured
     (e) Carrier:                                         Liquor Liability                     $                         Each Common Cause
          Policy Number:                                                                       $                         Other
          Policy Period:                                                                       $                         Aggregate
                                                                                               $                         Other

     (f) Carrier:                                         Professional Liability               $                         Each Occurrence
         Policy Number:                                                                        $                         Each Claim
         Policy Period:                                                                        $                         Other
                                                                                               $                         Aggregate
                                                                                               $                         Other

     (g) Carrier:                                         Directors & Officers Liability       $                         Each Occurrence
         Policy Number:                                                                        $                         Each Claim
         Policy Period:                                                                        $                         Other
                                                                                               $                         Aggregate
                                                                                               $                         Other

     (h) Carrier:                                         Stop Gap Liability                   Bodily Injury by Accident
         Policy Number:                                                                        $                         Each Accident
         Policy Period:                                                                        Bodily Injury by Disease
                                                                                               $                         Each Employee
                                                                                               $                         Aggregate

     (i) Carrier:                                         Abuse and Molestation                $                         Each Occurrence
         Policy Number:                                                                        $                         Each Claim
         Policy Period:                                                                        $                         Other
                                                                                               $                         Aggregate

     (j) Carrier:                                         Foreign                              $                         Each Occurrence
         Policy Number:                                                                        $                         Each Claim
         Policy Period:                                                                        $                         Other
                                                                                               $                         Aggregate

     (k) Carrier: CITIZENS INSURANCE COMPANY              Employee Benefits Liability          $                         Each Occurence
         OF AMERICA
         Policy Number: ZBA H247922 03                                                         $1,000,000                Each Claim
         Policy Period: 05/04/2023 TO 05/04/2024                                               $                         Other
                                                                                               $2,000,000                Aggregate

     (l) Carrier:                                         Other                                $                         Each Occurrence
         Policy Number:                                                                        $                         Each Claim
         Policy Period:                                                                        $                         Other
                                                                                               $                         Aggregate




               An “X” marked in the box provided indicates these broadening or optional coverage are provided in the Underlying Insurance


         Countersigned By:_________________________________________                                                  Date:________________
                            Authorized Representative of the Company




   475-0003 12 14                                                       Page 5                                                   Issued 05/06/2024
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0028 of 0043                                                          Original Insured