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HomeMy WebLinkAboutFIFTH ASSET, INC. dba DEBTBOOKINSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES N-2022-171 11 ' l 22 ATE: , OF JI?I, cl� 5 2022 DATE: UIIVV q-:FM A(Swahi2) LA`S ORDER FORM Fifth Asset, Inc., d/b/a DebtBook ("DebtBook") is pleased to provide City of Santa Aire, CA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Customer), with the Services subject to the terms established in this Order Form. This Order Form may be modified or replaced from time to time by a subsequent Order Form duly executed and delivered by each party in connection with any Renewal Term. The Services are subject to DebtBook's General Terms & Conditions (the 'Tenn & Conditions"), which have been provided to Customer, and the Incorporated Documents referenced in the Terms & Conditions. Each capitalized term used but not defined in this Order Form has the meaning given in the Terms & Conditions. Order Details Effective Date: 05/15/2022 Initial Term End Date: 05/14/2023 Initial Pricing Tier: Tier 2 Billing Frequency: Annually Payment Terms: Net 30 SeM . Subject to the terms described in this Order Form, DebtBook will grant Customer access to the Application Services during the Initial Term described above and, if applicable, each subsequent Renewal Term. As part of the initial implementation and onboarding process, DebtBook will provide Customer with the Implementation Services. DebtBook will also provide Customer with the Support Services throughout the Term. jM. DebtBook will charge Customer (1) a one-time Implementation Fee for its initial Implementation Services and (2) a recurring Subscription Fee for Customer's ongoing access to the Application Services and Support Services. Generally, DebtBook sets Fees using its standard pricing schedule for the Services based on the Customer's applicable Pricing Tier, which is based on the total number and amount of debt and lease obligations outstanding at the time of determination. The Initial Pricing Tier indicated above is based on Customer's good faith estimate of its total number and amount of debt and lease obligations currently outstanding and will not change during the Initial Term, regardless of (1) the actual number or amount of the Customer's debt and lease obligations implemented as part of the Implementation Services or (2) any changes during the Initial Term to Customer's debt and lease obligations. Notwithstanding anything in Section 10(a) of the Terms & Conditions to the contrary, the Fees for any Renewal Term will be determined based on the pricing schedule for each applicable Pricing Tier attached as Exhibit A to this Order Form. 0IIIIn2. Unless otherwise provided in the Customer Terms, all Fees will be due and payable in advance on the terms indicated above, and each invoice will be emailed to the Customer's billing contact indicated below. Renewal Term. Notwithstanding anything in Section 10(a) of the Terms & Conditions to the contrary, the Agreement may be renewed for no more than two successive 12-month Renewal Terms and only then at the discretion of the Customer on terms mutually agreed upon in a written agreement executed by both parties. The pricing tier applicable for each Renewal Term will be determined based on the aggregate number and amount of the Customer's debt, lease, software, and other obligations relevant to the Application Services outstanding at the time of renewal. Termination. The Agreement is subject to early termination on the terms set forth in the Terms & Conditions. Additional Customer Terms. The terms attached to this Order Form as Exhibit B constitute "Customer Terms" for the purposes of the Agreement and are incorporated into this Order Form by this reference Entire A"ment. By executing this Order Form, each party agrees to be bound by (1) this Order Form, (2) the Terms & Conditions, (3) the Incorporated Documents, and (4) any Customer Terms. N-2022-171 This Order Form, the Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the complete "Agreement" between the parties and supersede any prior discussion or representations regarding the Customer's purchase and use of the Services. Late Fees. Notwithstanding anything in Section 4(a) of the Terms & Conditions to the contrary, the Customer shall not be charged any interest with respect to any past due invoice. Public Records. DebtBook expressly agrees and understands that Customer's obligations under Section 5 of the Terms & Conditions are subject in all respects to, and only enforceable to the extent permitted by, the California Public Records Act, as amended, as amended, and any similar federal laws. Goveml State. For the avoidance of doubt, the "Goveming State" for all purposes of the Agreement is the State of California. IrdellwWal Prooertv. Except for the limited rights and licenses expressly granted to Customer under this Order Form and the Terms & Conditions, nothing in the Agreement grants to Customer or any third party any intellectual property rights or other right, title, or interest in or to the DebtBook IP. Important Dlsdalmers d Llmltadons. EXCEPT FOR THE WARRANTIES SET FORTH IN THE TERMS & CONDITIONS, DEBTBOOK IP IS PROVIDED "AS IS," AND DEBTBOOK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES' LIABILITIES UNDER THE AGREEMENT ARE LIMITED AS SET FORTH IN THE TERMS & CONDITIONS. Nq 1 . Any Notice delivered under the Agreement will be delivered to the address below each party's signature below. Authorlly: amiclitlon. Each of the undersigned represents that they are authorized to (1) execute and deliver this Order Form on behalf of their respective party and (2) bind their respective party to the terms of the Agreement. This Order Form and any other documents executed and delivered in connection with the Agreement may be executed in counterparts, each of. which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be "in writing" to the same extent and with the same effect as if the document had been signed manually. FIFTH ASSET, INC., D/B/A DEBTBOOK ry(hr rNaudl- By: Name: Tyler Traudt Title: CEO Notice Address 300 W. Summit Avenue, Suite 110 Charlotte, NC 28203 Attention: Chief Executive Officer tyler.traudt@debtbook.com ATTE i Daisy Gomez Clerk of the Council CITY OF SANTA ANA, CA By: Name: Kristine Ridge Title: City Manager 20 Civic Center Plaza Santa Ana, CA 92701 Attention: Sarah Ro sro@santa-ana.org Billing Contact Same as above Approved as to form: Y Ryan . H dge Assis nt City Attorney Exhibit Pridng Schedule Applicable to any Renewal Tenn DebtBook's pricing schedule for each Pricing Tier, which will remain unchanged throughout the Initial Term and each Renewal Term, is provided below: 1 Up to 15 and $50 million $0 $6,500 2 Up to 75 or $200 million $0 $9,750 3 Up to 150 or $1 billion $0 $15,000 4 Up to 300 or $3 billion $0 $25,000 5 Up to 500 or $5 billion $10,000 $40,000 6 Up to 750 or $7 billion $20,000 $55,000 7 Up to 1,000 or $8.5 billion $35,000 $65,000 8 Up to 1,250 or $10 billion $50,000 $75,000 9 Up to 1,500 or $12 billion $60,000 $90,000 Exhibit B Addtional Customer Terms Insurance. DebtBook shall provide insurance coverage at least as broad as 1. 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 limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/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 DebtBook 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 property damage. (Not required if consultant does not require an automobile to perform services) 3. Workers' Compensation. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required If consultant provides written verification it has no employees) 4. Professional Liability (Errors and Omissions). Professional liability insurance appropriate to DebtBook's profession, with limit no less than $1,000,000 per occurrence. If DebtBook maintains broader coverage and/or higher limits than the minimums shown above, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of Insurance and coverage shall be available to Customer. Other Insurance ProNsIons. The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status. Customer, its officers, officials, 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 DebtBook 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 DebtBook's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). 2. Primary Coverage. For any claims related to this contract, DebtBook's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 010413 as respects Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Customer, its officers, officials, employees, or volunteers shall be excess of DebtBook's insurance and shall not contribute with it. 3. Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to Customer. 4. Waiver of Subrogation. DebtBook hereby grants to Customer a waiver of any right to subrogation which any insurer of said DebtBook may acquire against Customer by virtue of the payment of any loss under such insurance. DebtBook agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Customer has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions. Self -insured retentions must be declared to and approved by Customer. Customer may require DebtBook to purchase coverage with a lower retention or 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 Customer. 6. 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 Customer. Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. C. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, DebtBook must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 8. Verification of Coverage. DebtBook shall furnish Customer 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 Customer before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive DebtBook's obligation to provide them. Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors. DebtBook shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Customer is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances. Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Survival. Notwithstanding anything in the Terms & Conditions to the contrary, these Customer Terms will, to the extent applicable, survive any termination or expiration of the Agreement. DEBTB00WS GENERAL TERMS & CONDITIONS Please carefully read these General Terms and Conditions (these "Terns & Condltlons") which govern the Customer's access and use of the Services described in the Order Form. By executing the Order Form and using any of the Services, the Customer agrees to be bound by these Terms. 1. Definitions. "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by DebtBook in an aggregate and anonymized manner, including statistical and performance information related to the Services. "Agreement" means, collectively and to the extent applicable, the Order Form, any Customer Terms, these Terms & Conditions, and the Incorporated Documents, in each case as may be amended from time to time in accordance with their terms. "Application Services" means DebtBook's debt and lease management software-as-aservice application. "Appropriate Security Measures" means, collectively, commercially reasonable technical and physical controls and safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or unauthorized access by employees or contractors employed by DebtBook. "Authorized User" means any of Customer's employees, consultants, contractors, or agents who are authorized by Customer to access and use any of the Services. "Customer" means the person or entity purchasing the Services as identified in the Order Form. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services. "Customer To"" means any terms or agreements provided by Customer and applicable to the Services but only to the extent such terms or agreements are expressly referenced and incorporated into the Order Form. For the avoidance of doubt, "Customer Terms" does not include any purchase order or similar document generated by Customer unless such document is expressly referenced and incorporated into the Order Form. "DebtBook' means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor and assigns. "DebtBook IP" means (1) the Services, Documentation, and Feedback, including all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether or not patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any farm and media, that are developed, generated or produced by DebtBook arising from or related to the Services, Documentation, or Feedback; and (2) any intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data. "Documentation" means DebtBook's end user documentation and content, regardless of media, relating to the Services made available from time to time on DebtBook's website at https".//support.debtbook.com. "Feedback" means any comments, questions, suggestions, or similar feedback transmitted in any manner to DebtBook, including suggestions for new features, functionality, or changes to the DebtBook IP. "GovemingState" means, if Customer is a governmental entity, the state in which Customer is located. Otherwise, "Governing State" means the State of North Carolina. "Implementation Services" means onboarding and implementation services, including entry of relevant data, as necessary to make the Application Services available to the Customer during the Initial Term. "Incorporated Documents" means, collectively, the Privacy Policy, the Documentation, the SLA, and the Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated Documents, as amended, are incorporated into these Terms & Conditions by this reference. Current versions of the Incorporated Documents are available at htti3s://www.debtbook.com/legal. "Initial Tenn" means the Initial Term of the Services beginning on the Effective Date and ending on the Initial Term End Date, as established in the Order Form. "Order Forth" means (1) the order document executed and delivered by DebtBook and Customer for the Initial Term or (2) to the extent applicable, any subsequent order document executed and delivered by DebtBook and Customer for any Renewal Term, including, in each case, any applicable Order Form Supplement. "Order Forth Supplement" means any Order Form Supplement expressly referenced and incorporated by reference into any Order Form. "Privacy Policy" means, collectively, DebtBook's privacy policy and any similar data policies generally applicable to all users of the Application Services, in each case as posted to DebtBook's website and as updated from time to time in accordance with their terms. "Renewal Tenn" means any renewal term established in accordance with the terms of the Agreement. "Services" means, collectively, the Application Services, the Implementation Services, and the Support Services. "SLA" means the Service Level Addendum generally applicable to all users of the Application Services, as posted to DebtBook's website and as updated from time to time in accordance with its terms. "Support Services" means the general maintenance services and technical support provided in connection with the Application, as more particularly described in the SLA. 'enn" means, collectively, the Initial Term and, if applicable, each successive Renewal Term. "Usage Policy" means, collectively, DebtBook's acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to DebtBook's website and as updated from time to time in accordance with its terms. Each capitalized term used but not otherwise defined in these Terms & Conditions has the meaning given to such term in the applicable Order Form. 2. Access and Use. (a) Provision of Access. Subject to the terms and conditions of the Agreement, DebtBook grants Customer and Customer's Authorized Users a non-exclusive, non -transferable (except as permitted by these Terms) right to access and use the Application Services during the Term, solely for Customer's internal use and for the Authorized Users' use in accordance with the Agreement. DebtBook will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Services. (b) Documentation License. Subject to the terms and conditions of the Agreement, DebtBook grants to Customer and Customer's Authorized Users a non-exclusive, non-sublicensable, non -transferable (except as permitted by these Terms) license to use the Documentation during the Term solely for Customer's and its Authorized User's internal business purposes in connection with its use of the Services. (c) Customer Responsibilities. Customer is responsible and liable for its Authorized Users' access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. Customer must use reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents. (d) Use Restrictions. Customer may not at any time, directly or indirectly through any Authorized User, access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. Customer will not knowingly transmit any personally identifiable information to DebtBook or any other third -party through the Services. (a) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may temporarily suspend Customer's and any Authorized User's access to any or all of the Services If: (1) Customer is more than 45 days late in making any payment due under, and in accordance with, the terms of the Agreement, (2) DebtBook reasonably determines that (A) there is a threat or attack on any of the DebtBook IP; (B) Customer's or any Authorized User's use of the DebtBook IP disrupts or poses a security risk to the DebtBook IP or to any other customer or vendor of DebtBook; (C) Customer, or any Authorized User, is using the DebtBook IP for fraudulent or other illegal activities; or (D) DebtBook's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (3) any vendor of DebtBook has suspended or terminated DebtBook's access to or use of any third -party services or products required to enable Customer to access the Services (any such suspension, a "SeMOe Suspension"). DebtBook will use commercially reasonable efforts to (1) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. DebtBook Is not liable for any damage, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. (f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between DebtBook and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based on Customer Data input into the Services. DebtBook may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, DebtBook's use of any Aggregated Statistics does not identify the Customer or disclose Customer's Confidential Information. 3. Service Levels and Support. Subject to the terms and conditions of the Agreement, DebtBook will use commercially reasonable efforts to make the Application Services and Support Services available in accordance with the SLA. 4. Fees and Payment. (a) Fees. Customer will pay DebtBook the fees ("Fees") set forth in the Order Form. DebtBook will invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in the Order Form. Customer must pay all Fees in US dollars, and all Fees are fully earned once paid. To the extent permitted by applicable law, if Customer fails to make any payment when due, DebtBook may, without limiting any of its other rights, charge interest on the past due amount at the lowest of (1) the rate of 1.5% per month, (2) the rate established in any Customer Term, or (3) the maximum rate permitted under applicable law. (b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Unless Customer is exempt from making any such payment under applicable law or regulation, Customer is responsible for all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on DebtBook's income. 5. Confidential Information. (a) From time to time during the Term, either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") information about the Disclosing Party's business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked, designated, or otherwise identified as "confidential", or which a reasonable person would understand to be confidential or proprietary underthe circumstances (collectively, "Confidential Information"). Forthe avoidance of doubt, DebtBook's Confidential Information includes the DebtBook IP and the Application Services source code and specifications. As used in the Agreement, "Confidential Information" expressly excludes any information that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully obtained by the Receiving Party on a non -confidential basis from a third party; or (4) independently developed by the Receiving Party. (b) To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party's Confidential Information in strict confidence and may not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees, officers, directors, agents, subcontractors, financial advisors, and attorneys who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform Its obligations under the Agreement or otherwise in connection with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must first give written notice to the other party and make a reasonable effort to obtain a protective order; or (2) to establish a party's rights under the Agreement, Including to make required court filings. (c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information, or destroy all such copies and, on the Disclosing Party's request, certify in writing to the Disclosing Party that such Confidential Information has been destroyed. (d) Each party's obligations under this Section are effective as of the Effective Date and will expire three years from the termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non- disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 6. Intellectual Property. (a) DebtBook IP. As between Customer and DebtBook, DebtBook owns all right, title, and interest, including all intellectual property rights, in and to the DebtBook IP. (b) Customer Data. As between Customer and DebtBook, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to DebtBook a non-exclusive, royalty -free, worldwide license to use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for DebtBook to provide the Services to Customer. (c) Effect of Termination. Without limiting either party's obligations under Section 5, DebtBook, at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services to permit Customer to retrieve its Customer Data in a commercially transferrable format and (2) use commercially reasonable efforts to assist Customer with such retrieval. Limited Warranties. (a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, warranty, or guarantee regarding availability of the Application Services, and the remedies set forth in the SLA are Customer's sole remedies and DebtBook's sole liability under the limited warranty set forth in this paragraph. (b) Security. DebtBook has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect Customer Data. (c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED "AS IS;' AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. (d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook's network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid such events, DebtBook cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY. 8. Indemnification. (a) DebtBook Indemnification. (i) DebtBook will indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (collectively, "Losses") Incurred by Customer resulting from any third -party claim, suit, action, or proceeding ("Third -Party Claim") that the Application Services, or any use of the Application Services in accordance with the Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies DebtBook in writing of the Third -Party Claim, reasonably cooperates with DebtBook in the defense of the Third -Party Claim, and allows DebtBook sole authority to control the defense and settlement of the Third -Party Claim. (ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at DebtBook's sole expense and discretion, to (A) modify or replace the DebtBook IP, or component or part of the DebtBook IP, to make it non -infringing, or (B) obtain the right for Customer to continue use. If DebtBook determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, so long as, in each case, DebtBook promptly refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement. (Ili) DebtBook's indemnification obligation under this Section will not apply to the extent that the alleged infringement arises from Customer's use of the Application Services in combination with data, .software, hardware, equipment, or.technology not provided or authorized in writing by DebtBook or modifications to the Application Services not made by DebtBook. (b) Sole Remedy. SECTION 8(a) SETS FORTH CUSTOMER'S SOLE REMEDIES AND DEBTBOOK'S SOLE LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. (c) Customer Indemnification. To the extent permitted by applicable law, Customer will indemnify, hold harmless, and, at DebtBook's option, defend DebtBook from and against any Losses resulting from any Third -Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Agreement, infringes or misappropriates such third party's Intellectual property rights and any Third -Party Claims based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement. 9. Limitations of Liability. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANT TO SECTION B. 10. Term and Termination. (a) Term. Except as the parties may otherwise agree in the Order Form, or unless terminated earlier in accordance with the Agreement: (i) the Initial Term of the Agreement will begin on the Effective Date and end on the Initial Term End Date; (ii) the Agreement will automatically renew for successive 12-month Renewal Terms unless either party gives the other party written notice of non -renewal at least 30 days before the expiration of the then -current term; and pip each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with DebtBook's then -current pricing schedule published on DebtBook's website and generally appliable to all users of the Services, as provided to Customer at least 60 days before the expiration of the then -current term. (b) Termination. In addition to any other express termination right set forth in the Agreement: (i) DebtBook may terminate the Agreement immediately if Customer breaches any of its obligations under Section 2 or Section 5; (ii) Customer may terminate the Agreement in accordance with the SLA; (iii) either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non -breaching party provides the breaching party with written notice of such breach; (iv) if (1) Customer is a governmental entity and (2) sufficient funds are not appropriated to pay for the Application Services, then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to DebtBook; or (v) either party may, to the extent permitted by law, terminate the Agreement, effective immediately on written notice to the other party, if the other party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due or otherwise becomes subject, voluntarily or involuntarily; to any proceeding under any domestic or foreign bankruptcy or insolvency law. (c) Survival. Only this Section and Section 1(Definitions), Sections 4 through 6 (Fees; Confidential Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections B, 9, and 12 (Indemnification; Limitations of Liability; Miscellaneous) will survive any termination or expiration of the Agreement. 11. Independent Contractor. The parties to the Agreement are independent contractors. The Agreement does not create a joint venture or partnership between the parties, and neither party is, by virtue of the Agreement, authorized as an agent, employee, or representative of the other party. 12. Miscellaneous. (a) Governing Law: Submission to Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the Governing State, without regard to any choice or conflict of law provisions, and any claim arising out of the Agreement may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding, (b) Entire Agreement: Order of Precedence. The Order Form, any Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion or representations regarding the Customer's purchase and use of the Services. To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence: (1) the Order Form (2) the Customer Terms, (3) the Terms & Conditions, and (4) the Incorporated Documents. No other purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way. (c) Amendment: Waiver. No amendment to the Order Form, the Terms & Conditions, or the Customer Terms will be effective unless it is in writing and signed by an authorized representative of each party. DebtBook may update the Incorporated Documents from time -to -time following notice to Customer so long as such updates are generally applicable to all users of the Services. No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right, remedy, power, or privilege available under the Agreement. (d) Notices. All notices, requests, consents, claims, demands, and waivers under the Agreement (each, a "Notice") must be in writing and addressed, if to Customer, to the recipients and addresses set forth on the Order Form (or to such other address as Customer may designate from time to time in accordance with this Section). All Notices to DebtBook must be addressed to the recipients and addresses set forth at htti)s://www.debtbook.com/legal. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre -paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre -paid). (e) Force Maieure. In no event will either party be liable to the other party, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, problems with the Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. (f) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. (g) Assignment. Either party may assign its rights or delegate its obligations, in whole or in part, on 30 days prior written notice to the other party, to an affiliate or an entity that acquires all or substantially all of the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned, or delayed. The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns. (h) Marketing. Neither party may issue press releases related to the Agreement without the other party's prior written consent. Either party may include the name and logo of the other party in lists of customers or vendors. (i) State -Specific Certifications & Agreements. To the extent required under the laws of the Governing State, DebtBook hereby certifies and agrees as follows: (i) DebtBook has not been designated by any applicable government authority or body as a company engaged in the boycott of Israel under the laws of the Governing State; (ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing State; (iii) DebtBook will not discriminate against any employee or applicant for employment because of race, ethnicity, gender, gender identity, sexual orientation, age, religion, national origin, disability, color, ancestry, citizenship, genetic information, political affiliation or military/veteran status, or any other status protected by federal, state, or local law; and (iv) DebtBook will verify the work authorization of its employees using the federal E-Verify program and standards as promulgated and operated by the United States Department of Homeland Security and, if applicable, will require its subcontractors to do the same. Q) Execution. Any document executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executingthe Order Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be "in writing' to the same extent and with the same effect as if the document had been signed manually. Samantha Digitally signed by Samantha M. Lambert EMBROKER CERTIFICATE OF LIABILITY D0411`1/20022 IM$1 I 30 09:16.40i0700'4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Embroker Insurance Services LLC PHONE FAC 24 Shotwell Street 8444362765 No: E-NAIL ADDRESS: certificates embroker.com San Francisco, CA, 94103 INSURERS AFFORDING COVERAGE NAIC If INSURER A: Continental Casualty Company 20443 INSURED INSURER 8: Hartford Accident and Indemnity Company 22357 INSURER C: CLEAR BLUE INS CO 28860 Fifth Asset, Inc. 300 W Summit Ave INSURER D: VALLEY FORGE INS CO 20508 STE 110 Charlotte, NC, 28203 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 LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM%DPOLICYIYEYFYFY POLICY EXP MMnXVYYYY LIMITS MMERCIAL GENERAL LIABILITY ❑X OCCUR T EACH OCCURRENCE $ 1,000,000 RENTED DAMAGCLAIMS-MADE PREMISES PREMISES Ea occurrence 81,000,000 MED UP (Any one person) $ 10,000 D Y Y 7012519506 11/01/2021 11/01/2022 PERSONAL BAOV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMPIOPAGG $ 2.000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea amdent $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO D OWNED AUTOS ONLY AUTOSULED Y Y 7012519506 11/01/2021 11/01/2022 BODILY INJURY (Per accidan0 $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accitlent $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS UPS CLAI:MADE 7015209125 11/01/2021 11/01/2022 DED I X I RETENTION$ 10,000 $ B WORKERS COMPENSATION EMPLOYERS' LIABILITY YIN ANYPROPRIETORIPARTNEREX REXCWO py ECUTIVE � OFFICER(Mandatory in NH) NIA 57WECAPOTHP 12/13/2021 11/01/2022 PER OR X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I E.L. DISEASE -POLICY LIMIT $ 1.000,000 C Commercial Crime CR01-100199-211 12/20/2021 12/20/2022 Aggregate 1,000,000 C Technology Errors And Omissions Cyber AX01-1037-03 02/01/2022 02/01/2023 Aggregate 5,000,000 C I Employment Practices Liability AX01-1037-03 02/01/2022 02/01/2023 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CLEAR BLUE INS CO, NAIC#28860 Indemnifiable Directors and Officers Liability - AXO 1 -1037-03, 02/01/2022 - 02/01/2023 Aggregate $1,000,000 City of Santa Ana, CA, its officers, officials, employees, and volunteers is listed as an Additional Insured on the General Liability and Auto Liability policies as per written contract. A Waiver of Subrogation applies to City of Santa Ana, CA, its officers, officials, employees, and volunteers with respect to the General Liability and Auto Liability policies as per written contract. City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBI THE EXPIRATION DATE THEREOF, ACCORDANCE WITH THE POLICY PROV AUTHORIZED REPRESENTATIVE ©1988.2015 ACORD a ,a,..,� R4kMwyvnedl%vlrlon t"°: REVIEWED&APPRrO�VED, B�Yr: 8I W... SRMvcaL{lQA l i�. Risk Management Supervhw reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE AGENCY INAMED INSURED POLICY NUMBER CARRIER I NAIC CODE EFFECTIVE DATE: Page of AUUI IIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Certificate holder is listed as an Additional Insured on a primary non-contributory basis on the General Liability and Auto Liability policies as per written contract. Notice of cancellation applies in the favor of the certificate holder. Ir REVIEwEov Risk Manrgemenr Supervu« The ACORD name and logo are registered marks of ACORD NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Fifth Asset, Inc. Name: Project N-2022-171 Number: Project Order Form Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: POLICY EXPIRATION TYPE OF INSURANCE COI DATE FILE NAME NUMBER DATE Santa Ana CA AUTOMOBILE LIABILITY 7012519506 11/01/2023 11/04/2022 11.2022 LIABILITY.pdf Santa Ana CA GENERAL LIABILITY 7012519506 11/01/2023 11/04/2022 11.2022 LIABILITY.pdf 02072023 CERT City of TECH E&O AX01103704 02/01/2024 02/07/2023 Santa Ana, CA.pdf WORKERS COMPENSATION AND Santa Ana CA C51438346 10/01/2023 11/22/2022 EMPLOYERS' LIABILITY WC 11.22.pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 2/8/2023 12:10 PM Page 1 of 2 DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/23/2024 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 PRODUCER WTW Certificate Center NAME: Willis Towers Watson Northeast, Inc. FAX PHONE 1-888-467-2378 1-877-945-7378 (A/C, No): (A/C, No, Ext): c/o 26 Century Blvd E-MAIL certificates@wtwco.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S) AFFORDING COVERAGENAIC # 10052 Chubb National Insurance Company INSURER A : INSURED 20281 Federal Insurance Company INSURER B : Fifth Asset, Inc., d/b/a DebtBook Beazley Insurance Company Inc 37540 INSURER C : 1431 W Morehead St. Suite 200 Evanston Insurance Company Charlotte, NC 2820835378 INSURER D : Everspan Indemnity Insurance Company16882 INSURER E : INSURER F : W35830558 COVERAGESCERTIFICATE 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. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) A15,000 MED EXP (Any one person)$ YY D0204458411/01/202411/01/2025 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$1,000,000 (Ea accident) ANY AUTO BODILY INJURY (Per person)$ B OWNEDSCHEDULED 7363730111/01/202411/01/2025 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS NON-OWNED HIREDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB 5,000,000 EACH OCCURRENCE$ OCCUR A 5671923611/01/202411/01/2025 EXCESS LIAB 5,000,000 CLAIMS-MADEAGGREGATE$ 10,000 $ DEDRETENTION$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below CEmployee Theft ofV369A324010102/01/202402/01/2025Limit Each Loss$1,000,000 Insured Property DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SEE ATTACHED CzDzouijbNpsbbu5;29qn-Opw2:-3135 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE Finance & Management Services Agency, Acctg Division 20 Civic Center Plaza M-17 Santa Ana, CA 92701 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD SR ID: BATCH: 26624329 3673054 23Q3 DATE (MM/DD/YYYY) 10/30/2024 CERTIFICATE OF LIABILITY INSURANCE 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 THECERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) musthave ADDITIONAL INSURED provisions orbe 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 PRODUCER Aon Risk Services, Inc of Florida NAME: AON RISK SERVICES SOUTH INC PHONEFAX 3550 LENOX ROAD NORTHEAST 833-506-1544 (A/C, No, Ext):(A/C, No): SUITE 1700 EMAIL ATLANTA GA 30326 work.comp@trinet.com ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # INSURER A : ACE American Insurance Company22667 INSURED INSURER B : TriNet Group, Inc. L/C/F Fifth Asset, Inc DBA Debtbook INSURER C : 1 Park Place, Suite 600 Dublin, CA 94568-7983 INSURER D : INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER: 15807380 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. INSRADDLSUBRPOLICY EFF POLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSRWVD(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY$ EACH OCCURRENCE DAMAGE TO RENTED CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:$ GENERAL AGGREGATE $ POLICYPROJECTLOCPRODUCTS -COMP/OP AGG $ OTHER COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$ (Ea accident) $ ANY AUTOBODILY INJURY (Per person) OWNEDSCHEDULED $ AUTOSONLYAUTOSBODILY INJURY (Per accident) HIRED NON-OWNEDPROPERTY DAMAGE $ AUTOSONLYAUTOSONLY(Per accident) $ $ UMBRELLA LIABOCCUREACH OCCURRENCE $ EXCESS LIABCLAIMS-MADEAGGREGATE DECRETENTION $ PER OTH- WORKERS COMPENSATION X STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE $2,000,000 AWLR_C57460817 E.L. EACH ACCIDENT N N / A OFFICER/MEMBER EXCLUDED?07/01/202407/01/2025 (Mandatory in NH) $2,000,000 E.L. DISEASE -EA EMPLOYEE If yes, describe under $2,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of Fifth Asset, Inc DBA Debtbook through a co-employment agreement with TriNet HR III, Inc.. List of additional covered entities under the above policy: dba Debtbook CzDzouijbNpsbbu5;29qn-Opw2:-3135 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Finance & Management Services Agency ACCORDANCE WITH THE POLICY PROVISIONS. Accounting Division 20 Civic Center Plaza M-17 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 © 1988-2015ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: 22 Page of ADDITIONAL REMARKS SCHEDULE AGENCYNAMED INSURED Fifth Asset, Inc., d/b/a DebtBook Willis Towers Watson Northeast, Inc. 1431 W Morehead St. Suite 200 POLICY NUMBER Charlotte, NC 28208 See Page 1 CARRIERNAIC CODE See Page 1See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, 25Certificate of Liability Insurance FORM NUMBER:FORM TITLE: Certificate Holder is included as an Additional Insured as respects to General Liability. Waiver of Subrogation applies in favor of Additional Insured with respects to General Liability. INSURER AFFORDING COVERAGE: Evanston Insurance Company NAIC#: 35378 POLICY NUMBER: MKLV1WMA000693 EFF DATE: 02/01/2024 EXP DATE: 02/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Indemnifiable D&O Liability Aggregate $3,000,000 INSURER AFFORDING COVERAGE: Everspan Indemnity Insurance Company NAIC#: 16882 POLICY NUMBER: EM3EII-AX-000992-01 EFF DATE: 02/01/2024 EXP DATE: 02/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Tech E&O/Cyber Liability Aggregate $5,000,000 CzDzouijbNpsbbu5;29qn-Opw2:-3135 ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID:BATCH:CERT: 266243293673054W35830558 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT Named Insured FIFTH ASSET, INC. DBA DEBTBOOK Policy Number Policy Period Effective Date of Endorsement D02044584 11-01-2024 to 11-01-2025 11-01-2024 Name of Company CHUBB NATIONAL INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM If any other endorsement attached to this policy amends any provision also amended by this enhancement endorsement, then that other endorsement controls with respect to such provision, and the changes made by this enhancement endorsement with respect to such provision do not apply. TABLE OF CONTENTS A.Expected Or Intended Injury Î Exception For Property Damage Caused By Reasonable Use Of Force B. Non-Owned Watercraft Under 55 Feet C.Non-Owned Aircraft Exception D.Damage To Property Î Exception For Equipment Loaned Or Rented To The Insured E. Electronic Data Î Exception For Physical Injury To Tangible Property F. Pollution Î Exception For Damage To Rented Premises Caused By Hostile Fire G.Personal And Advertising Injury Coverage Î Contractual Liability Exception For Insured Contracts H.Medical Expenses Coverage Î Three Years To Report Expenses I. Supplementary Payments Î Increased Limits J. Who Is An Insured Î Subsidiaries Or Newly Acquired Or Formed Organizations Î Including New And Existing Subsidiaries, Partnerships, Joint Ventures, Limited Liability Companies K.Who Is An Insured Î Employees Including Incidental Healthcare Professional Services L. Additional Insureds Controlling Interest Lessors Of Leased Equipment Managers Or Lessors Of Premises Mortgagee, Assignee Or Receiver Other Persons Or Organizations Pursuant To A Contract Or Agreement Trade Show Event Lessor Vendors M. Medical Expense Limit Î $15,000 N.Knowledge/Notice Of Occurrence O.Primary And Non-Contributory P. Unintentional Failure To Disclose Hazards Q.Waiver Of Subrogation Required By Contract R. In Rem S. Coverage Territory Î Limited Worldwide T. Insured Contract Amended Î Railroad Limitations Removed A.Expected Or Intended Injury Î Exception For Property Damage Caused By Reasonable Use Of Force Exclusion a. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is deleted and replaced by the following: CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 1 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 a.Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured, even if the actual Ðbodily injuryÑ or Ðproperty damageÑ is of a different degree or type than intended or expected. This exclusion does not apply to "bodily injury" or Ðproperty damageÑ resulting from the use of reasonable force to protect persons or property. B.Non-Owned Watercraft Under 55 Feet Paragraph (2) of Exclusion g. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is deleted and replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 55 feet long; and (b)Not being used to carry persons or property for a charge; C.Non-Owned Aircraft Exception Exclusion g. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is amended to include the following exception: This exclusion does not apply to: (6)An aircraft you do not own provided: (a)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; (b)It is rented with a trained, paid crew; and (c)It does not transport persons or cargo for a charge. D.Damage To Property Î Exception For Equipment Loaned Or Rented To The Insured Exclusion j. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is amended to include the following exception: Paragraphs (3) and (4) of this exclusion do not apply to ÐpropertydamageÑ to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. E.Electronic Data Î Exception For Physical Injury To Tangible Property Exclusion p. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is deleted and replaced by the following: p.Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to: (1)"Bodily injury"; or (2)Physical injury to tangible property. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. F.Pollution Î Exception For Damage To Rented Premises Caused By Hostile Fire Exclusion f. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is amended to include the following exception: CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 2 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 This exclusion does not apply to Ðproperty damageÑ to premises while rented to you or temporarily occupied by you with the permission of the owner and caused by a Ðhostile fireÑ, explosion, smoke or leakage from fire protection equipment. G.Personal And Advertising Injury Coverage Î Contractual Liability Exception For Insured Contracts Exclusion e. under Paragraph 2. Exclusions of Section I Î Coverage B Î Personal And Advertising Injury Liability is deleted and replaced by the following: e.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: Ȩΐȩ That the insured would have in the absence of the contract or agreement; or ȨΑȩ Assumed in a written contract or agreement that is an Ðinsured contractÑ provided the Ðpersonal and advertising injuryÑ is caused by an offense first committed after the execution of the contract or agreement. H.Medical Expenses Coverage Î Three Years To Report Expenses Subparagraph 1.a.(b) under Section I Î Coverage C Î Medical Payments is deleted and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and I.Supplementary Payments Î Increased Limits Paragraph 1. under Section I Î Supplementary Payments Î Coverages A And B is deleted and replaced by the following: 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.The cost of: (1)Bail bonds; or (2)Bonds required to: (a)Appeal judgments; or (b)Release attachments; but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. c.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d.All court costs taxed against the insured in the "suit". e.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. J.Who Is An Insured Î Subsidiaries Or Newly Acquired Or Formed Organizations Î Including New And Existing Subsidiaries, Partnerships, Joint Ventures, Limited Liability Companies Paragraph 2. under Section II Î Who Is An Insured is deleted and replaced by the following: 2.If there is no other insurance available, each of the following is also a Named Insured: a.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 3 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 organization; or b.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. K.Who Is An Insured Î Employees Including Incidental Healthcare Professional Services Paragraph 3.a. under Section II Î Who Is An Insured is deleted and replaced by the following: 3.Each of the following is also an insured: a.Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no ÐemployeeÑ is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to any of your directors, managers, members, Ðexecutive officersÑ or partners (whether or not an ÐemployeeÑ) or to any co-ÐemployeeÑ while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b)To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (1)(a) above; or (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (1)(a) or (b) above. CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 4 of 9 With respect to Ðbodily injuryÑ only, the limitations described in Paragraph 3.a.(1) above do not apply to: (i)You or to your directors, managers, members, Ðexecutive officersÑ, partners or supervisors as insureds; (ii)Your ÐemployeesÑ as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an ÐemployeeÑ; or (iii)Your ÐemployeesÑ who are nurses, emergency medical technicians, or paramedics as insureds, with respect to such damages that are caused by providing or failing to provide professional healthcare services, but only if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. (2)"Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, Ðexecutive officersÑ or partners (whether or not an ÐemployeeÑ) or by any of your ÐemployeesÑ. This limitation does not apply to Ðproperty damageÑ to premises while rented to you or temporarily occupied by you with the permission of the owner. L.Additional Insureds Paragraph 3. under Section II Î Who Is An Insured is amended by including the following: Controlling Interest Any person or organization that has financial control of you or owns, maintains or controls premises while you lease or occupy such premises, but only with respect to their liability arising out of: (1)Their financial control of you; or (2)Premises they own, maintain or control while you lease or occupy these premises. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by or for that person or organization. Lessors Of Leased Equipment Any person or organization from whom you lease equipment, but only with respect to the maintenance or use by you of such equipment, and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to an ÐoccurrenceÑ that takes place, or an offense that is committed, after the equipment lease ends. Managers Or Lessors Of Premises Any person or organization from whom you lease premises, but only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to: (1)An ÐoccurrenceÑ that takes place, or an offense that is committed, after you cease to be a tenant in such premises; or (2)Any structural alteration, new construction or demolition operations performed by or on behalf of them. Mortgagee, Assignee Or Receiver A mortgagee, assignee or receiver of premises, but only with respect to such mortgagee, assignee or receiverÓs liability for Ðbodily injuryÑ, Ðproperty damageÑ or Ðpersonal and advertising injuryÑ arising out of your ownership, maintenance or use of a premises by you. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. Other Persons Or Organizations Pursuant To A Contract Or Agreement Any person or organization that you are obligated pursuant to a contract or agreement to provide with such insurance as is afforded by this policy are insureds. CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 5 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 However, the person or organization is an insured only: (1)To the extent such contract or agreement requires the person or organization to be afforded status as an insured; (2)For activities that did not occur, in whole or in part, before the execution of the contract or agreement; and (3)With respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured: (1)That is more specifically identified under any other provision of Section II Î Who Is an Insured (regardless of any limitation applicable thereto). (2)With respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organizationÓs liability for Ðbodily injuryÑ, Ðproperty damageÑ or Ðpersonal and advertising injuryÑ caused by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf, in the performance of your ongoing operations at the trade show event premises during the trade show event. However, no such person or organization is an insured with respect to Ðbodily injuryÑ or Ðproperty damageÑ included within the Ðproducts-completed operations hazardÑ. Vendors Any person or organization who is a vendor of Ðyour productsÑ, but only with respect to liability for Ðbodily injuryÑ or ÐpropertydamageÑ resulting from the distribution or sale of ÐyourproductÑ in the regular course of their business. However, no such person or organization is an insured with respect to any: (1)Assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages for Ðbodily injuryÑ or Ñproperty damageÑ that such person or organization would have in the absence of such contract or agreement; (2)Representation or warranty unauthorized by you; (3)Physical or chemical change in ÐyourproductÑ made intentionally by the vendor; (4)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; (5)Failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of Ðyour productÑ; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendorÓs premises in connection with the sale of Ðyour productÑ; or (7)Of Ðyour productsÑ which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other thing or substance by or for the vendor. Further, no person or organization is an insured from whom you have acquired Ðyour productÑ, or any ingredient, part or container entering into, accompanying or containing Ðyour productÑ. Limitations Applicable To Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following limitations apply to such insured: CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 6 of 9 (1)The insurance afforded to such additional insured only applies to the extent permitted by law; and (2)If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Limits Of Insurance Applicable to Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following is added to Section III Î Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1)Required by the contract or agreement; or (2)Available under the applicable limits of insurance; whichever is less. However, the above paragraph shall not increase the applicable limits of insurance. M.Medical Expense Limit Î $15,000 Paragraph 7. under Section III Î Limits Of Insurance is amended by including the following: The Medical Expense Limit is the greater of: a.$15,000; or b.The amount shown in the Declarations for the Medical Expense Limit. N.Knowledge/Notice Of Occurrence Paragraph 2. under Section IV Î Commercial General Liability Conditions is amended to include the following: f.Knowledge of an ÐoccurrenceÑ or offense by an agent or ÐemployeeÑ of the insured will not constitute knowledge by the insured, unless an Ðexecutive officerÑ (whether or not an ÐemployeeÑ) of any insured or an Ðexecutive officerÓsÑ designee knows about such ÐoccurrenceÑ or offense. g.Failure of an agent or ÐemployeeÑ of the insured, other than an Ðexecutive officerÑ (whether or not an ÐemployeeÑ) of any insured or an Ðexecutive officerÓsÑ designee, to notify us of an ÐoccurrenceÑ or offense that such person knows about will not affect the insurance afforded to you. h.If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. O.Primary And Non-Contributory Subparagraph 4.a. under Section IV Î Commercial General Liability Conditions is amended to include the following: However, if you are obligated to a written contract or agreement to provide a person or organization that is included in Section II Î Who Is an Insured with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. P.Unintentional Failure To Disclose Hazards Paragraph 6. under Section IV Î Commercial General Liability Conditions is amended to include the following: Unintentional failure of an ÐemployeeÑ of the insured to disclose a hazard or other material information will not violate this condition, unless an Ðexecutive officerÑ (whether or not an ÐemployeeÑ) of any insured knows about such hazard or other material information. Q.Waiver Of Subrogation Required By Contract Paragraph 8. under Section IV Î Commercial General Liability Conditions is deleted and replaced by the CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 7 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 following: 8.Waiver Of Subrogation Required By Contract We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insuredÓs rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring ÐsuitÑ or transfer those rights to us and help us enforce them. This paragraph does not apply to Coverage C. R.In Rem The following is added to Section IV Î Commercial General Liability Conditions: Any ÐsuitÑ brought as an action In Rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such ÐsuitÑ were brought against the insured. CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 8 of 9 S.Coverage Territory Î Limited Worldwide Paragraph 4. under Section V Î Definitions is deleted and replaced by the following: 4."Coverage territory" means all parts of the world. However, ÐcoverageterritoryÑ does not include any: a.ÐBodily injuryÑ or Ðproperty damageÑ that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insuredÓs responsibility to pay damages is determined by a ÐsuitÑ on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b.Injury or damage in connection with any ÐsuitÑ brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. T.Insured Contract Amended Î Railroad Limitations Removed Paragraph 9. under Section V Î Definitions is deleted and replaced by the following: 9."Insured contract" means: a.A lease of premises; b.A sidetrack agreement; c.An easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.Any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another person or organization to pay damages, to which this insurance applies, sustained by a third person or organization. ÐInsuredcontractÑ does not include that part of any contract or agreement that indemnifies an architect, engineer or surveyor for damages arising out of: (1)Preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; or (2)Giving directions or instructions, or failing to give them. All Other Terms And Conditions Remain Unchanged. Authorized Representative CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 9 of 9