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HomeMy WebLinkAboutNEIGHBORLY SOFTWARE (BENEVATE, INC.)N-2024-153 0 Neighborly Software � r'ammunitias Help Prsple ORDER FORM Customer Account Name: Santa Ana CA Initial Service Term: From Effective Date through May 15, 2024 Address: 20 Civic Center Plaza, Santa Ana, CA 92701 Billing Contact Name & Title: Maricela Marquez Phone: 714-647-6962 Email: MMarquez@santa-ana.org Alternate Contact Name & Title: Gabriela Cramer Phone: 714-647-5385 Email: GCramer@santa-ana.org PURCHASE SUMMARY January 1, 2023 — May 15, 2024 User Subscription Fee for 24 months I $4,800.00 1 3 1 $14,400.00 Services Included: • Hosted Software to Administer Program(s) • Dedicated Client Success Manager • Technical Support (Monday —Friday: 8:00 a.m. to 8:00 p.m. EST) • Hosting/Security in Microsoft Tier IV Data Center • Data Storage, Backup, and Recovery TOTAL: $14,400.00 *A minimum of three (3) users are required to maintain a portal. `, Phone: (855} F25-9738 93423 Piedmont Road Atlanta; GA 30305 ® www.neighborlysoftware.com INSURANCE ON FILE WORK MAY PROCEED N-2024-153 UNTIL INSURANCE EXPIRES —lks bq Beneuate.lne_SAAS.Subscription Agreement CITY 11ERAY 0 3 2024 DATE: SOFTWARE AS A SERVICE (SAAS) SUBSCRIPTION AGREEMENT 0• LOPS¢%yv� (N,w'r'D This SaaS Subscription Agreement ("Agreement") is entered into on this 3rd day of April 2024 (the "Effective Date") betweenBenevate, Inc., d/b/a Neighborly Software, a Delaware Corporation, with its principal place of business located at 3423 Piedmont Rd. NE, Atlanta, GA 30305 ("Company"), and the Customer listed above (referred to as the "Customer") (collectively referred to as the "Parties"). This Agreement includes and incorporates the above Order Form, the Terms and Conditions below, and Exhibits A - C attached hereto. TERMS AND CONDITIONS 1. DEFINITIONS. a. "Authorized User" or "User" means those individuals designated and authorized by the Customer to use one of the purchased subscriptions to access the Software and Services, using his or her login credentials (email address and password), which may only be used by that single, named user. b. "Confidential Information" means all information, in oral, written, machine readable, sample or any other form, that either Party discloses ("Discloser") to the other ("Recipient") relating to the business of Discloser, whether famished before or after the Effective Date of this Agreement, including, without limitation, information related to pricing, products, services, security, and any implementing regulations or guidelines, proprietary business practices, policies, finances, procedures, sales, costs, liabilities, markets, strategies, concepts, methods or employees, that is not generally ascertainable from public or published information or sources, and all analyses, compilations, data, studies, notes, memoranda or other documents prepared by Discloser based on such Confidential Information. c. "Customer Data" means all non-public information or data that is inputted into the Customer's Portal by the Customer or the Customer's end users. d. "Documentation" means the applicable training materials, user guides, publicly available marketing and/or proposal materials, and other similar information, or other documents disseminated under or governed by confidentiality obligations which pertain to the Software or Services provided by Company, which may be updated by Company at any time without notice to include information about new features and incorporate feedback to help Company's customers understand how to use the Software and Services. Documentation requiring a Usemame and Password to access, is considered Company's Confidential Information. e. "Effective Date" means the date stated above. If the date is left blank, then the Effective Date shall be the last signature date on the Signature Page. f. "Professional Services" means non-standard customization and services available at an additional fee, including, but not limited to, data migration services, in -person trainings, Power BI services, geographical data services, non-standard professional developer services, etc. g. "Services" means standard implementation services, configuration of stated program(s) to allow for enrollment, qualification, administration and reporting, access to the Software, technical support services, hosting and security services, data storage, backup, recovery, and other services provided by the Company as described in the Order Form or this Agreement. h. "Software" means the proprietary web -based products, including, but not limited to, the source code, object code or underlying structure, ideas, know-how or algorithms, documentation, or data related to the Services provided by Company, or its licensors identified on an Order Form and subsequently made available to Customer by Company in accordance with an Order Form or this Agreement. 2. SOFTWARE AND SERVICES. a. During the Term of this Agreement, Company will provide Customer access to, and use of, the Software, Services, and Documentation by enabling a portal for Customer to access through a web browser (the `Tortal"). b. This Agreement does not contemplate any customized products, services, work -for -hire, or code developed exclusively for Customer. In the event that the Parties agree that Company shall provide such non-standard Professional Services, the description of the services and applicable ownership rights with respect to such Professional Services will be set forth in a separately executed Professional Services Agreement. This Agreement does not contemplate any IP rights beyond the terms provided herein. c. Company will make available to Customer all updates and any documentation for such updates to the Services. Company will use commercially reasonable efforts to ensure that (i) new features or enhancements to existing features are synchronized with Benevate Inc. SAAS Subscription Agreement the previous version, and (ii) updates will not degrade the performance, functionality, or operation of the Services. General maintenance of the system is completed on a regular basis to ensure optimal performance of the Services. d. Service Levels. Company will use commercially reasonable efforts to maintain the availability of the Services at a level of 99.5%. For further specifications regarding the Service Levels, refer to Service Level Terms attached as Exhibit "A" to this Agreement. e. Technical Support. With the exclusion of Federal Holidays, Technical Support is available from 8:00 a.m. to 8:00 p.m. EST, Monday - Friday. ("Support Hours"). Customer shall initiate a helpdesk ticket during Support Hours by sending an email to support@neighborlysoftware.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. f. Data Storage. All Customer Data will be stored, processed, and maintained solely in data centers located in the United States. g. Backup and Recovery of Customer Data. Company is responsible for maintaining a backup of the Customer Data and for an orderly and timely recovery. Company shall maintain a contemporaneous backup of Customer Data that can be recovered within a reasonable period of time. 3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES. a. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation, or data related to the Services ("Software"); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); nor (iii) use the Services or any Software for timesharing or service bureau purposes. b. Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing. c. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like. d. At no time is it permissible for an Authorized User to share their login credentials. The number of Authorized Users hereunder is specified in the Order Form or as formally requested and approved, in writing, during the Term. Customer is solely responsible for maintaining the status of its Authorized Users and the confidentiality of all login credentials and other Portal access information under its control. Customer will notify Company immediately if Portal information is lost, stolen, or disclosed to an unauthorized person or any other breach of security in relation to its passwords, usernames, or other Portal access information that may have occurred or is likely to occur. 4. CONFIDENTIALITY; PROPRIETARY RIGHTS a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and its employees and agents, may have access to the Confidential Information of the Discloser. Recipient shall, and shall ensure that its employees and agents shall, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose ofperfonning its duties under this Agreement. Recipient will not directly or indirectly disclose, publish, disseminate, make available or otherwise communicate in any way, to any third person not having a need to know in order to perform its duties under this Agreement, any Confidential Information of the Discloser, without the Discloser's prior written consent. Recipient will have appropriate safeguards in place within its organization to restrict access to Confidential Information to only those individuals as needed in connection with the performance of this Agreement. Recipient will take care of Confidential Information using at least the same standard of care it would use with its own confidential information, but in no event shall Recipient use less than reasonable care in protecting such Confidential Information. b. Mandatory Disclosures. In the event that Recipient is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of the Discloser, it shall, if legally permitted, provide the Discloser with prompt written notice (via e-mail that is acknowledged as received) to allow the Discloser an opportunity to Benevate Inc. SAAS Subscription Agreement appear and object prior to Recipient's compliance with requested disclosure. The written notice shall provide Discloser with sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient shall produce only such Confidential Information as is required by the court order or governmental action. c. Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. d. Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with implementation of services or support, and (c) all intellectual property rights related to any of the foregoing. e. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and (ii) disclose such data solely in aggregate or other de -identified form in connection with its business. 5. PAYMENT OF FEES a. Payment Terms. Customer shall pay Company the fees listed in the Purchase Summary of the Order Form. An invoice for the fees will be sent to the Customer immediately following the Effective Date and is due within thirty (30) days from the date of the invoice. The total sum to be expended by Customer for fees shall not exceed $14,400. Fees include contemplating payment for invoices for Services incurred from May 12, 2022 through the Effective Date of this Agreement. The parties were operating under a prior agreement, Agreement No. A-2020-05-05, and applicable addenda Nos. A-2020-085-05-01, A-2020-085-05-02, and A-2020-085-05-03, from May 12, 2020 through May 11, 2022. Company continued to provide Services to Customer after May 11, 2022 with the agreement of Customer. b. Suspension of Service for Late Payments. If the Customer fails to pay any invoice in full within thirty (30) days from the due date, the Company shall have the right to suspend the Services until payment is received. Suspension of Services in accordance with this subsection shall not be deemed a breach of this Agreement. c. Addition of Users. During the Initial Service Term, the Customer may add additional Users based on the pricing stated in the Order Form on a pro rata basis. d. Additional Programs. Additional programs will be charged at the Company's then -current rates. e. Additional Implementation Fees. Implementation costs are based on a 6-8-week implementation period (for up to four (4) programs). Customer agrees to allocate the time and personnel necessary to complete implementation during this period. Unless the Parties agree to an alternative schedule, in writing, implementations extending beyond the allocated eight (8) weeks will be subject to a weekly charge of $500.00 per additional week. e. Fee Adjustments. Company reserves the right to adjust the fees listed in the Order Form at the end of the Initial Service Term or then -current renewal term. Notice of any fee adjustment will be provided to the Customer via an invoice (via e-mail) based on the Company's then -current pricing, sixty (60) days prior to end of the Initial Service Term or then -current renewal term. g. Taxes. The fees do not include any taxes, including, without limitation, sales, use or excise tax. If Customer is a tax-exempt entity, you agree to provide Company with a tax-exempt certificate. Otherwise, Company will pay all applicable taxes to the proper authorities and Customer will reimburse Company for such taxes (this excludes Company's income taxes, both federal and state, as applicable, arising from Company's performance of this Agreement). h. The parties acknowledge that appropriation of funds is a governmental function which the Customer cannot contractually commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer's obligation to pay under this Agreement is contingent upon Customer's annual appropriation of funds for such purpose, and the non - appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations hereunder, as of the last day for which funds have been appropriated. The Customer shall immediately notify the Company in writing (via e-mail), upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this Agreement. M Benevate Inc. SAAS Subscription Agreement 6. TERM AND TERMINATION a. Term and Renewal. Subject to earlier termination as provided below, the term of the Agreement shall commence on the Effective Date and shall cover the Initial Service Term as specified in the Order Form. b. Termination for Cause. This Agreement may be terminated by either Party for cause by providing written notice (via e-mail) to the other Party upon the occurrence of any of the following events (each, an "Event of Default"): (i) If the other Party ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted under this Agreement; (ii) If the other Party materially breaches any material provision of this Agreement and fails to substantially cure the breach within ten (10) business days of receipt of written notice describing the breach; or (iii) If the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other Party and not dismissed within sixty (60) days; provided however that in such event, termination will not require notice to the other Party. c. Effect of Termination. Upon the termination of this Agreement, Company shall disable the Company's website portal and provide the Customer with a final extract of the Customer Data via the Secure File Transfer Protocol (SFTP), within a reasonable time, not to exceed thirty (30) days from the date of the termination. The extraction and transfer of the Customer Data will be provided without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Company). Within thirty (30) days from the date of the final extraction and transfer of the Customer Data via the SFTP, the Company shall provide Customer with a Termination of Services and Final Data Destruction Agreement (the "Termination Agreement"), which will provide the details regarding termination of services and final data destruction, a sample copy of which is attached hereto as Exhibit `B". The Customer acknowledges and agrees that if the Termination Agreement is not executed and returned by the Customer within fifteen (15) days, the Company will follow the default process which provides for final destruction of Customer Data forty-five (45) days after the final extraction and transfer via the SFTP. The Customer acknowledges and agrees that the Company has no obligations whatsoever with regard to the Customer Data following the final destruction. The Company will provide the Customer with a Certification of Data Destruction when the Customer Data has been permanently deleted in accordance with this subsection. This Section shall survive the termination of this Agreement. d. Optional Data Retention. If Customer desires for Company to retain the Customer Data beyond forty-five (45) days from the date of the final extraction, Customer must make that request, in writing (via email), and receive an acknowledgement of said request. Requests that do not receive an acknowledgement or requests that are made after the forty-five (45) day window are not considered valid. The minimum cost for continued data retention is $6,000.00 for six (6) months. 7. WARRANTY AND DISCLAIMER a. Company Warranty. Company represents and warrants the following: (a) the Documentation sufficiently describes features, functionality, and operation of the Software as applicable; (b) the Software, as applicable, conforms to the Documentation and is free from defects in material and workmanship; (c) the Software does not contain any viruses or other malicious threats, programs, features, or devices ("Viruses") that could harm Customer, and Company uses commercially reasonable efforts to prevent and eradicate such Viruses. Furthermore, consistent with prevailing industry standards, Company shall maintain the Software in a manner which minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. Notwithstanding the foregoing, the Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. b. Security and Loss of Data. Company maintains appropriate technical and organizational measures to protect Customer Data from accidental loss and from unauthorized access, use, alteration, or disclosure. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of Customer Data, Company shall, as applicable: (i) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (ii) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other Benevate Inc. SAAS Subscription Agreement materials required to comply with applicable law; and (iii) perform or take any other actions required to comply with applicable State law as a result of the occurrence. c. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR -FREE OR UNINTERRUPTED OR MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE AND SERVICES. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND SERVICES. PIMN 710"L 1 'I a. Company will indemnify, defend, and hold harmless the Customer against all claims, suits and actions asserted by an unaffiliated third party against the Customer for liabilities, damages and costs, including reasonable attorneys' fees, incurred in the defense of any claim brought against Customer alleging that any Software or Services infringes or misappropriates a third-party's U.S. registered patent right, trademark, or copyright (an "Infringement Claim"), provided Company is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Customer shall not settle or compromise such Infringement Claim without the express written consent of the Company. b. Company's indemnity obligation under this Section shall not extend to claims that arise from: (i) An unauthorized modification of the Software or Services by Customer where the Software or Services would not be infringing without such modifications; (ii) Customized portions of the Services designed in accordance with written specifications provided by Customer where the Software or Services would not be infringing but for Company's compliance with such written specifications; (iii) The failure of Customer to install an update to the Software or Services provided by Company that would have avoided the actual or alleged infringement; (iv) The combined use by Customer of the Software or Services with other components, products, or services not provided by Company where the Software or Services would not be infringing but for such combination; and/or (v) Workflows, analytic applications, algorithms, or other applications or programming built by Customer or created by or on behalf of Customer without Company's approval. 9. LIMITATION OF LIABILITY a. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY RESULTING FROM (1) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN PARAGRAPH 4; (2) A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3 AND 8; OR (3) A PARTY'S WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED, TO LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY OR NEGLIGENCE. b. EXCEPT FOR LIABILITY RESULTING FROM (1) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN PARAGRAPH 4; (2) A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3 AND 8; OR (3) A PARTY'S WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY EXCEED THE GREATEST AMOUNT OF THE FEES PAID OR OWED BY EITHER PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO OFFER AND ACCEPT THE TERMS HEREIN. Benevate Inc. SAAS Subscription Agreement c. The Parties shall have an affirmative obligation to mitigate their respective losses (howsoever arising) recoverable from the other Party under or in connection with this Agreement. CDl■ I&IIJ LVVIS a. During the course of performing its duties under this Agreement, Company agrees to maintain the levels of insurance as detailed in Exhibit C, attached hereto and incorporated herewith. 11. DISPUTE RESOLUTION a. With the exception of actions for injunctive relief for actions arising under the Confidentiality provisions of Section 4 of this Agreement, the Parties intend that any and every dispute by and between them, including but not limited to any dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, be resolved first by resorting to mediation, to be conducted in a mutually agreeable location in accordance with the laws of the State of California. 12. NOTICE a. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered (a) personally or by overnight courier, (b) sent by email, or (c) forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such parry's address or email address as set forth in this section. E-mail is the preferred method of notice. Any change of address, e-mail address, telephone number, or person to receive notice shall be made by notice given to the other Party. b. Addresses. Subject to change pursuant to this Section above, the addresses for notices are as follows: For the Company: Jason Rusnak Benevate, Inc. (dba Neighborly Software) 3423 Piedmont Rd, NE Atlanta, GA 30305 Phone:702-864-7231 Email: Jason.Rusnak(a),NeighborlySOftware.co Sarah Bohentin Benevate, Inc. Phone:850-363-1717 Email: Sarah.Bohentin(&,,Nei¢hborlvSoftware.com For the Customer: Name: Maricela Marquez Agency: Community Development Agency Address: 20 Civic Center Plaza City, State, Zip: Santa Ana, CA 92701 Phone:714-647-6962 Email: MMarquez@santa-ana.org 13. MISCELLANEOUS a. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. b. Waivers. No waiver of any provision of this Agreement or consent to any action shall constitute a waiver of any other provision of this Agreement or consent to any other action. No waiver or consent shall constitute a continuing waiver or consent or commit a Party to provide a future waiver. Any provision of this Agreement may be waived only with the written consent of the Parties. Benevate Inc. SAAS Subscription Agreement c. Permissible Use. Company is permitted to use the Customer's name and logo solely for marketing or promoting the provided services subject to terms and conditions of this Agreement. d. Entire Agreement & Amendments. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. e. Assignment. This Agreement is not assignable, transferable, or sub -licensable by either Party without the other Parties prior written consent, except as such assignment, transfer or sublicense is in connection with a merger, acquisition, or similar change of control event. f. Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Parties do not have any authority of any kind to bind the other Party in any respect whatsoever. g. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) to the extent caused by strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party. Upon an occurrence of an event of force majeure, Company cannot ensure uninterrupted or error free service or access to the Software or Services and there may be periods where access is delayed, limited or unavailable. Company shall use commercially reasonable efforts to provide the Software or Services to Customer in accordance with its Business Continuity and Disaster Recovery Plan a copy of which will be provided upon written request. h. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of California REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS Benevate Inc. SAAS Subscription Agreement N-2024-153 BENEVATE, INC. By: /I � L� v Name: J.Jason Rusnak Title: President, Benevate, Inc. Date: 4-3-2024 APPROVED AS TO FORM: SONIAR. CARVALHO City Attorney B,Ad' (fit--u _ Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Michael Garcia Executive Director Community Development Agency SIGNATUREPAGE CUSTOMER Name: City of Santa Date: Q 4 I ,o (a-q CITY OF SANTA ANA vazo Nunez Acting City Manager Benevate Inc. SAAS Subscription Agreement EXIIIBIT A Service Level Terms This Exhibit A outlines the Company's commitments to provide Support Services and problem resolution regarding the performance of the Software and/or Services. 1. Detinitions. a. "Error" means a failure of the Software to perform in accordance with the Documentation, resulting in the inability to use, or material restriction in the use of, the Software. b. "Scheduled Downtime" means any period of time during which the Software or Services are unavailable due to the Company's planned maintenance and support of the Software or Services. Scheduled Downtime is excluded from the 99.5% Service Availability calculation. c. "Support Services" means technical support assistance provided by Company personnel to Customer's designated administrators for problem resolution, bug reporting, and/or technical assistance. d. "Unscheduled Downtime" means any time the Software is not available due to an event or circumstance excluding Scheduled Downtime or Force Majeure and the amount of time required by Company to resolve or provide a work around for the failure of any documented feature required to complete a primary function of the Software in accordance with the Documentation. e. "Update" means any error correction, bug fix, patch, enhancement, improvement, update, upgrade, new version, release, revision or other modification to the Software or Services provided or made available by the Company pursuant to the Agreement, including, without limitation, any update designed, intended, or necessary to make the Software, Services, or Customer's use thereof compliant with applicable law. 2. Service Availability. a. Company will use commercially reasonable efforts to maintain the availability of the Software to the Customer at 99.5%. All Updates will be completed outside of standard business hours (same as Support Hours). Notification of Updates will not be provided unless downtime is expected. If major Updates are required during standard business hours due to necessity, Company will provide notification to Customer as soon as reasonably possible. Updates during Scheduled Downtime and are excluded from the 99.5% Service Availability calculation. 3. Technical Support. a. Availability. With the exclusion of Federal Holidays, Technical Support is available from 8:00 a.m. to 8:00 p.m. EST, Monday - Friday. ("Support Hours"). b. Procedure. Customer must initiate a helpdesk ticket during Support Hours by sending an email to support@neigbborlysoftware.com. Company will use commercially reasonable efforts to respond to all Help tickets in the manner set forth in Paragraph 4. c. Conditions for Providing Support. Company's obligation to provide Software or Services in accordance with the stated Service Availability is conditioned on Customer providing Company with sufficient information and resources to correct the Error, as well as access to the personnel, hardware, and any additional systems involved in discovering the Error. 4. Ticket Resolution. Company will use all commercially reasonable efforts to resolve support tickets in the process described below. Response metrics are based on issues being reported during Support Hours. a. Standard Ticket: Issue does not significantly impact the operation of the software or there is a reasonable workaround available. 10 Benevate Inc. SAAS Subscription Agreement (i) Response Metric: Company will use commercially reasonable efforts to respond and resolve all Standard tickets within eight (8) business hours of notification. b. Priority Ticket: Software is usable, but some features (not critical to operations) are unavailable. (i) Response Metric: Company will use commercially reasonable efforts to respond to all Priority tickets within two (2) hours and resolve Priority tickets within six (6) business hours of notification. c. Emergency Ticket: Issue has rendered software unavailable or unusable, resulting in a critical impact on business operations. The condition requires immediate resolution. (i) Response Metric: Company will use commercially reasonable efforts to respond to all Emergency tickets within one (1) hour and resolve Emergency tickets within two (2) business hours of notification. 5. Remedies. If Customer reasonably believes that Company has failed to achieve its Service Availability commitments in any given month, the Company shall, following Customer's written request, provide a report that contains true and correct information detailing Company's actual Service Availability performance. Customer must have reported an issue with the Service Availability within the calendar month and must request the report within ten (10) days of the end of the calendar month. The sole remedies for failure to meet the Service Availability level of commitment. is a service refund based on the following: a. less than 99.5% but equal to or above 97%, Company shall provide Customer with a root cause analysis and a written plan for improving Company's Service Availability to attain the 99.5% Service Availability and Company shall promptly implement such plan; b. between 96.9% and 95%, Company shall provide Customer with a service refund in an amount equal to 10% of the prorated amount of the Subscription Fees for one month; c, between 94.9% and 92%, Company shall provide Customer with a service refund in an amount equal to 25% of the prorated amount of the Subscription Fees for one month; d. Less than 92%, Company shall provide Customer with a service refund in an amount equal to 100% of the prorated amount of the Subscription Fees for one month. 6. Exclusions. Company shall have no liability for, and shall make no representations or warranties respecting Service Availability or lack of availability of the Software due to: (1) outages caused by the failure of public network or communications components; (2) outages caused by a Force Majeure event; (3) outages or Errors caused by the Customer's use of any third -party hardware, software, and/or services; (4) Errors caused by the individual Authorized User's desktop or browser software; (5) Errors caused by the Customer's negligence, misconduct, hardware malfunction, or other causes beyond the reasonable control of the Company; and/or (6) Customer has not paid Fees under the Agreement when due. 11 Benevate Inc. SAAS Subscription Agreement EXHIBIT B Sample Termination of Services and Data Destruction Agreement This Termination of Services and Final Data Destruction Agreement is made as of [Effective Date], by and between Benevate, Inc, d/b/a Neighborly Software, a Delaware corporation (the "Coin an '), and [Full Legal Name] (the "Customer"), collectively referred to as the "Parties." Pursuant to the Software as a Service Agreement, attached hereto as Exhibit "A" (referred to as the "Agreement"), the Company has housed the Customer Data (defined as any non-public, personal information provided by the Customer to the Company to enable the provision of Services). 1. The parties agreed to terminate the Agreement as of [Date] (Termination Date) and acknowledge and agree to the terms provided herein. a. Portal Disabled. The Company disabled the Customer's portal website on the Termination Date, restricting Customer's ability to insert or alter any data in preparation for the final data extraction. b. Final Extraction of Customer Data. Company completed a final extraction of the Customer Data and provided said data to the Customer on [Date] (Final Extraction Date), via the Secure File Transfer Protocol (SFTP). c. Loss of Access. The Customer shall continue to have access to the Customer Data via the Secure File Transfer Protocol (SFTP) until [Date], thirty (30) days from the Final Extraction Date. d. Customer Resuonsibility. The Customer is solely responsible for retrieving and storing the data provided via the SFTP within this thirty (30) day period. If the Customer fails to retrieve and store the data, there is no recourse as the data will have been permanently deleted in accordance with subsection (e). e. Destruction of Data. The Customer Data will be permanently deleted by the Company on [Date], forty- five (45) days from the Final Extraction Date. 2. Customer Acknowledgement. The Customer acknowledges and agrees that the Company has no obligations whatsoever with regard to the Customer Data following the final destruction of the data as referenced above. The parties have executed this Termination of Services and Final Data Destruction Agreement as of the date first above written. 12 Benevate Inc. SAAS Subscription Agreement EXHIBIT C INSURANCE REQUIREMENTS Company shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Company, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be 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 and $2,000,000 general aggregate. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1(any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. 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/per employee for bodily injury or disease. 4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 5. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Company's failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of Customer in the care, custody, or control of Company. If Company maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Company. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 13 Benevate Inc. SAAS Subscriprion Agreement Additional Insured Status City of Santa Ana, its City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Commercial General Liability, Automobile Liability and Technology Professional Liability Errors and Omissions policies with respect to liability arising out of work or operations performed by or on behalf of Company including materials, parts, or equipment furnished in connection with such work or operations. Additional Insured status can be provided in the form of an endorsement to Company's insurance (at least as broad as ISO Form CG 2010 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). Primary Coverage For any claims related to this contract, Company's insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 0104 13 as respects Customer, its City Council, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by Customer, its City Council, its officers, officials, employees, agents or volunteers shall not contribute with it. Severability of Interests (Cross -Liability) A severability of interest provision must apply for all the additional insureds, ensuring that Company's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to Customer. Ten (10) days prior written notice shall apply in the event of cancellation or non -renewal due to non-payment of premium. Prior written notice shall be sent to Customer pursuant to the Notice provision of this Agreement. Waiver of Subrogation Company hereby grants to Customer a waiver of any right to subrogation which any insurer of said Company may acquire against Customer by virtue of the payment of any loss under such insurance. Company 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. Self -Insured Retentions Self -insured retentions must be declared to and approved by Customer. Customer may require Company to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Certificate Holder Certificate Holder on each insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. 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. 14 Benevate Inc. SAAS Subscription Agreement Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, Company must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Company 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Company'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 anytime. Subcontractors Company shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Company shall ensure that Customer is an additional insured on insurance required from subcontractors. 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. Failure to Maintain Insurance Coverage If Company, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain damages from Company resulting from said breach. 15 hU ACUROJ� CERTIFICATE OF LIABILITY INSURANCE ffDATEMM/ODIYYYYI 4AFUH)24 IRIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO SEEMS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NUTAFFIR IATIVELY ORNEGATWELV AMEND, EXTEND OA ALTER THE COVERAGE AFFORDED BY THEPOLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED RBPRESENTATIVE OR PRODUCER AND THE CERTIFICATEHOLDER IMPORTANT: BWeceNBnle holds,huu ADDITIONAL INSURED, one p.HgUev) most have ADDITIONAL INSURED ProWbnsor be dareed. USUBROGATWNIS WAIVED,mbil.mflue terroroud conditions onto polley,eenvN pothile may re,unim—ndorsemenL A Retromon Wh verdfieule does nest soarer rlda. to the rel h:0 dpr In Bruofeu ntl.unan,(I). P U IP ivdN by Angie (Ile in ^('i/��'y■1�' PmYi•C dbn F...der Shield Acevedo FRONT (A/C No. Fro: bob-954a058 FAX (A/C No): 4211 West Boy S�RIFI'd, Suite 800 Tora^Floridy33607 F�MpR, ppOREES:caiQfoundersM1ield.com GE NAIC Date: 202 p;HoTT,erw �rine sCa(Hertfb 30104# 'SU %-0"7 f001 HIM INSURER C: Abm evy Specialty Insurance Company Benende 3423 Piedmont Rd NE, Suite 420 INSURER D : INSURER E: AHanty Gcmgln, 30305 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT TIM POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSPIRED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQOIXEM1H:NT, 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 SPIBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF ]INSURANCE ADDL SHIER POLICY NUMBER POLICY FEW POLICY EXP LIMIT'S LTR INSD WITH (NII/DD/YYYY) (MM/DD/YYYY) COMMERCIALGENERALLI MIW EACH OCCURRENCE S1,000,IREE00 DAMAGETORENTED 51,000,000.00 CLAfMSMAIM ✓OCCUR PREMISES (Ee o nce) MED EXP(Any one Apnoea) $10,000.00 A GEN'L AGGREGATE LIMIT APPLIES PER: ✓ ✓ IOSBA USUIR 11BIM024 RVI00025 PERSONAL & ADV INJURY 51,000,000.00 GENERAL AGGREGATE $2,000,000.00 POLICY - PROJECT✓LOC PRODUCTS-COMP/OP AGG $2,000,000.00 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000.00 (Eaeecideat) ANY AUTO BODILY WJURY (Per penon) `I OWNED AUTOS SCHEDULED ONLY ✓ IOSBAAJIMSR 01/I8I2024 M/16rz0E5 WITTLY INJURY (Per ✓HIRED AUTOS ONLY ✓NON -OWNED AUTOS ONLY critical) PROPERTY DAMAGE (Pi, accident) UMBRELLA LIAB EXCESS LIAB Each accurence OCCUR CLAIMS -MADE Aggregate WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PER STATUTE ANYP ROPRIETORTARTNEWEXECUf1V YIN OTHER OFFICER/MESIDER EXCLUDED' N E.L. EACH ACUMEN OHandelnry I. NED Hye; describe under DESCRIPTION OF OPERATIONS below N/A E.L. DISEASE - EA EMPLOYEE EL. DISEASE -POLICY LIMIT B Crime UC24894420.23 071IV2023 071IM024 $1,000,1109perece S1,000,000ma0g C Cyher Liability, and Ensues &Functions A134735816-01 01/18/2D24 OIIIM025 SS RHDFO per ace $5,090.00 in ngg DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional RemarW SchMule, may be attached Ifmore space is required) The GtyofSanta Aua ID nfflc.r, offlaud; empinyen, end InIndeers are larboard as Additional Insured na the above referenced policy where required by written mutrnet A Waiver of Subrugntion applies In favor alpha Cerrificate Holder. The Cernfiule Holder In Included as vo Audio ooel Insured an We above referenced policy where required by wrlttea can sect. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OFTHE ABOVE DESCIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE City Instantly Are Risk Management Division THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Clair Center Plea. Santa Ana, CA 92702 see AUTHORIZED REPRESENTATIVE RWe MMmuugOmdAY: RenEwFn&APPROV ah4'„pe.Vao"aa A+� Risk Management Sp 00 49 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) 04/05/2024 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 15 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 Arthur J Gallagher Risk Management Services, Inc. 47 East Robinson Street Suite 200 CONTACT NAME. Risk Management Department Pno ANE E (888) 925-2990 x20834 uc No); (877) 837-8949 ADDRESS: ggb.tequesta.certs@ajg.com INSURERB AFFORDING COVERAGE NAIC# Orlando, FL 32801 INSURER A: Zurich -American Insurance Company 16536 INSURED Aspen HR PEO, LLC Labor Contractor, for co -employees of: Benevale, Inc dba: INSURER B: Neighborly Software INSURER C INSURER D 1676 N California Blvd Ste 400 Walnut Creek, CA 94506 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER:24CA0741123480 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 rypE OF ADDL BUBB POLICY NUMBER POLICY EFF MMIDDIYYYY) POLICY EXP fMMIDDTYYYYI LIMITS COMMERCIALGENERALLIABILITY CLAIMS -MADE OCCUR EACHOCCURRENCE $ ET RENTED PREMISES Ea omur $ MED EXP (Any one person) $ PERSONAL&AWINJURY $ AGGREGATE LIMIT APPLIES PER GENERALAGGREGATE $ GEN'L PRODUCTS-COMP/OPAGG $ POLICY 0 jEO r I LOC $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accitlenl $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident)$ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN oP IC RIMEMe REXC Uo o?ANYPROPRIETORIPARTNEWEXEClrrlvE 1 NIA WC 27-24-633-01 01/01/2024 01/01/2025 PER OH_ - X I START I I ER EL. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1000,000 (Mandatary In NH) IL yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $ 1,000,000 Location Coverage Period: 01/01/2024 01/01/2025 Clientit 000340-GA DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Coverage is provided for Benevate, Inc dba: Neighborly Software only those co -employees 3423 Piedmont Rd NE of, but not subcontractors Atlanta, GA 30305 to: City of Santa Ana SHOULD ANY OF THE ABOVE DI 20 Chic Center Plaza THE EXPIRATION DATE THE Santa Ana, CA 92701 ACCORDANCE WITH THE POLIC AUTHORIZED REPRESENTATIVE ©1988.2015 ACI ACORD 25 f2076103) The ACORD name and loco are registered marks of ACORD o,,.«rt,. wnniKriagentv¢unnnm �- REVIEWED&APPROV®BY: r Risk Management Specialist All rights reserved. ADDITIONAL REMARKS SCHEDULE intermediary Insured Policy Number Insurer EQeedve Date ADDITIONAL REMARKS This Additional Remarks form is a schedule to ACORD form, Form Number: Form Title Benevate - City of Santa Ana COI INSR LTR TYPE OF INSURANCE ADDL INSD SUBR W VD POLICY NUMBER POLICY EFF (MM/DDNYYY) POLICY EXP (MM/DD/YYYY) LIMITS ed by written contract. RWeMougemnttDhisfan RFnEwED & APPRov®aV: A,j-u Acwwte ® Risk Management Spedalist 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Declarations: THEM HARTFORD Business Owner's Policy Number: 10 SBA AJ1 MSR Policy Period: 01/18/2024 to 01/18/2025, 12:01 a.m., Standard time at your mailing address shown here. Exception: 12 noon in New Hampshire. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford. One Hartford Plaza, Hartford, CT 06155 Named Insured and Mailing Address: Benevate, Inc 3423 PIEDMONT RD NE ATLANTA, GA 30305-1751 Type of Business: Software, Internet, Application & Web Design Policy Name of Agency/Broker: MILLENNIAL SPECIALTY INSURANCE LLC 4211 W BOY SCOUT BLVD STE 800 TAMPA, FL 33607 Code:10257698 Previous Policy Number: 10 SBA AJ1MSR Organization Type: S-Corporation Audit Period: Auditable Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. Total Premium includes the premium for all Coverage Parts issued to you in this policy, as well as any companion policies delivered with this policy. Total Premium includes any applicable fees and surcharges. Total Premium may change based on coverage changes made through endorsement or if your policy is subject to Premium Audit. Countersigned by: 60a--� C; CgOtize�a� Authorized Representative 12/09/2023 Date A Business Owner's Policy typically covers property and business liability risks. Generally, Property insurance pays you if a covered cause of loss damages property that you own, rent or lease. Business liability insurance pays in certain cases where something you do or something you own causes injury or damage to someone This Spectrum@O Business Owner's Policy consists of the Declarations, Coverage Forms, Coverage Parts, Common Policy ( RA MwaganadDKU[on and endorsements issued to be a part of the Policy. The Hartford(l)is Hartford Fire Insurance Company and its affiliated prod companies.-nr-� RL,AE & APPROVED BY: Form: SC 00 01 10 18 Ar.¢ pGPN(d�a �® Risk Management Specialist e Declarations: THE HARTFORD Business Owner's Policy else, or someone else's property. Please see the coverages and limits described in your Declarations for details regarding the insurance you purchased. ^6-1 Glossary of Terms* 110� Audit Period Base Coverage Form Coverage Part Declarations Policy STRETCH® �i STRETCH® Blanket Limit Your Policy period, which may be auditable or non-auditable. If your Policy is auditable, we will examine your business records to determine actual exposures for final premium calculation. Each Coverage Part has a form that explains, generally, what is and is not covered. This is the first building block of the Coverage Part. All other forms directly or indirectly modify the Base Coverage Form and are attached to it. A section of the Policy for a particular coverage. Unless otherwise stated in a specific Covemge Part, a Coverage Part consists of a Declarations page, a Base Coverage Form, all forms that modify the Base Coverage Form, and other forms applicable to the Coverage Part or the entire Policy. The part of the insurance contract that specifies the named insured, address, policy period, covered locations, limits of insurance and other key information such as forms applicable to the Coverage Part. A contract between you and us to provide you with certain insurance coverages. Your Spectrum Business Owner's Policy consists of all Coverage Parts and forms common to some or all Coverage Parts. A unique feature of The Hartford's policy is an optional enhancement to the policy which increases the limit of Insurance for several coverages and adds new coverages to the policy. Provides a single limit of insurance that applies to more than one Coverage. Coverages subject to the STRETCH® Blanket Limit may also have additional limits of insurance which would apply in addition to the STRETCH° Blanket Limit. `The terms and definitions contained in the Glossary of Terns are provided to help you better understand your Business Owners Policy and how it is constructed. These terns and definitions are not definitions that apply to any Coverage Part or Policy you have purchased and should not be construed as such. Please refer to the applicable provisions in your coverage parts or policies for complete details of the defined terms, including but not limited to the applicable Definitions section of such Coverage Part or Policy. Form: SC 00 01 10 18 z RlekMnugenent DMSlun REVIEWED 6 A"ROVED BY: ®' Risk Management SpeuAiiv • Declarations: Locations and U Location -Based Coverages Here's how your Business Owner's insurance coverage and limits apply to your business locations (LOC). If you have more than one location or building (BLDG), we break out your coverage and limits separately for each LOC. LOC 1, BLDG 1 Class: Software, Internet, Application & Web Design Valuation Location: 3423 PIEDMONT RD NE ATLANTA,GA 30305-1751 Business Personal Property (BPP): Construction Type: Fire Resistive Replacement Cost Year Built: 1965 Property Deductible: $1,000 ii LOC 11, BLDG• • r COVERAGES AND FEATURES LIMIT OF INSURANCE Covered Property (Form Number SP 00 00 10 18) Business Personal Property, includes: • Tenant's Improvements and Betterments $14,600 • Personal Property of Others Business Personal Property (BPP) - Business Personal Property Limit - Additional 25 % - Included Seasonal Increase Building $0 Ride Mari•ganod Dt&lun •' „o^,,,F�:� RenE &APPROVED Sr. A-.5z, Aco44 Form: SC 00 01 10 18 ROW— Risk Management Speaelist tm Declarations: IM, Property Coverage Part The coverages listed below apply to the location(s) for which you purchased property coverage. The limits in the right-hand column show the maximum amount we'll pay. Read the entire Coverage Part to determine your rights, duties and what is and is not covered under the coverages listed below. STRETCH® Blanket Limit: $50,000 SP 30 23 10 18 ACCOUNTS RECEIVABLE Included in STRETCH® Blanket Limit SP 30 18 10 18 ARSON AND THEFT REWARD $10,000 SP 30 57 10 18 SP 30 31 10 18 SP 30 59 10 18 SP 30 13 10 18 BACK-UP OF SEWERS AND DRAINS COVERAGE Included' BRANDS AND LABELS BUILDING PROPERTY OF OTHERS BUSINESS INCOME AND EXTRA EXPENSE Incuded' $10,000 Extended Business Income 60 days Limit Type Actual Loss Sustained Period of Restoration 12 months Waiting Period BUSINESS INCOME FOR CIVIL AUTHORITY ORDERS Duration of Coverage Wafting Period None 30 days None $25,000 12 hours I $25,000 12 months None SP 30 18 10 18 SP 30 4010 18 BUSINESS INCOME FOR OFF -PREMISES UTILITY SERVICES Limit Waiting Period SP 30 1410 18 BUSINESS INCOME FROM DEPENDENT PROPERTIES Limit Period of Restoration Waiting Period SP 3045 10 18 BUSINESS INCOME FROM OFF -PREMISES OPERATIONS Extended Business Income _ _� Limn I Waiting Period _ SP 30 47 10 18 BUSINESS INCOME FROM WEBSITES Limft Max Period of Restoration Waiting Period _ J SP 30 32 W 18 CLAIM EXPENSE SP 30 00 10 18 COLLAPSE SP 30 60 10 18 COMPUTERS WORLDWIDE Form: SC 00 01 10 18 Included in S1 60 days $25,000 None $10.000 r Gays 12 hours $10,000 .vim R61rMxngenardDivlebn REMEWED&AP ROVED8Y: Risk Management Specialist CONTINUED SP 30 37 10 18 SP 30 01 10 18 SP 30 29 10 18 SP 30 42 10 18 SP 30 02 10 18 SP 30 38 10 18 SP 30 55 10 18 SP 30 03 10 18 SP 30 04 10 18 SP 30 16 12 19 SP 30 46 10 18 SP 30 05 10 18 SP 30 06 10 18 SP 30 22 06 22 SP 30 30 10 18 i SP 30 07 10 18 L SP 30 54 10 18 Form: SC 00 01 10 18 Declarations: Property Coverage Part CONTRACT PENALTIES $1,000 DEBRIS REMOVAL _ Included in STRETCH® Blanket Limit _ Limit 25% of amount paid for covered loss ELECTRONIC DATA . Policy Year Limit $50,000 EMPLOYEE DISHONESTY COVERAGE - EXCLUDES $10,000 ERISA COMPLIANCE EQUIPMENT BREAKDOWN Included2 Deductible Property Deductible Defense Included Expediting Expenses $50,000 Hazardous Substances $50,000 Supplementary Payments Included EXPEDITING EXPENSES $10,000 FINE ARTS COVERAGE $10,000 FIRE DEPARTMENT SERVICE CHARGE Included in STRETCH® Blanket Limit FIRE EXTINGUISHER RECHARGE Included' FORGERY COVERAGE (INCLUDING CREDIT CARDS, $25,000 CURRENCY AND MONEY ORDERS) FRAUDULENT TRANSFER COVERAGE $10,000 GARAGES, STORAGE BUILDINGS, AND OTHER $50,000 APPURTENANT STRUCTURES GLASS EXPENSE Included2 IDENTITY RECOVERY FOR BUSNESSOWNERS AND EMPLOYEES Deductible $250 Limit $15,000 $250 per day, $5,000 per policy year Lost Wages and Child and Elder Care Expense Mental Health Sublimit $1,500 INTERRUPTION OF COMPUTER OPERATIONS Period of Restoration 12 months Policy Year Limit $25,000 Wading Period 12 hours LEASEASSESSMENT LEASEHOLD IMPROVEMENTS Risk r> Mamgemod➢h&von REVIEWED& APPROV®BY: �a Risk Management Specialist fm Declarations: IM, Property Coverage Part CONTINUED SP 02 01 10 18 LIMITED FUNGI, BACTERIA OR VIRUS COVERAGE -- IF GEORGIA Limit Period of Restoration SP 30 08 10 18 LOCK AND KEY REPLACEMENT SP 30 36 03 20 LOST KEYS SP 30281018 MONEY AND SECURITIES COVERAGE Inside the Premises Limit Outside the Premises Limit SP 30241221 NEWLY ACQUIRED OR CONSTRUCTED PROPERTY Newly Acquired or Constructed BI/EE Limit Newly Acquired or Constructed BPP Limit SP 30 39 10 18 NON OWNED DETACHED TRAILERS SP 30 50 10 18 —� OFF -PREMISES UTILITY SERVICES - DIRECT DAMAGE SP 3011 12 19 ORDINANCE OR LAW COVERAGE Increased Cost of Construction & Demolition Costs Limit Undamaged Part Limit SP 30 25 12 21 li OUTDOOR PROPERTY r SP 313510 18 OUTDOOR SIGNS ON PREMISES SP 30 33 10 18 PAIRS OR SETS SP 30 53 10 18 _ 1 PAVED SURFACES SP 30 09 10 18 PERSONAL EFFECTS SP 30 20 10 18 _ POLLUTANTS AND CONTAMINANTS CLEAN UP AND REMOVAL SP 30 10 10 18 PRESERVATION OF PROPERTY SP 30 26 10 18 I PROPERTY OFF -PREMISES SP 30 34 10 18 _ SALESPERSONS SAMPLES SP 30 51 10 18 SPOILAGE Business Income Limit Waiting Period SP 30 49 10 18 ! SUMP OVERFLOW OR SUMP PUMP FAILURE SP 30 44 10 18 THEFT DAMAGE TO BUILDING SP 30 61 10 18 TRANSIT BUSINESS INCOME Limit Form: SC 00 01 10 18 $50,000 30 days $1,000 $1,000 $10,000 $5,000 $250,000 $500,000 Included in STRETCH® Blanket Limit $10,000 $25,000 $25,000 $25,000 $10,000 Included2 $15,000 Included in STRETCH® Blanket Limit $15,000 45 days $25,000 $1,000 Included in STRETCH® Blanket Limit $10,000 12 hours $15,000 Included2 R1ekMaugmrcdDMdwr �' Aar A�w+eto 9. " Risk Management Spedalisl Declarations: Property Coverage Part CONTINUED Period of Restoration Wafting Period SP 30 48 10 18 TRANSIT COVERAGE SP 30 52 10 18 UNAUTHORIZED BUSINESS CARD USE SP 30 12 10 18 VALUABLE PAPERS AND RECORDS SP 30 35 10 18 VALUATION CHANGES: COMMODITY, FINISHED AND MERCANTILE STOCK SP 30 2710 18 WATER DAMAGE, OTHER LIQUID, POWDER OR MOLTEN MATERIAL DAMAGE 'Included within Covered Property Umit(s) (Building and/or Business Personal Property) Form 12 months None --- $10,000 $2,500 Included in STRETCH® Blanket Limit Included within Covered Property Limit (Building and/or BPP) SP 01 10 03 20 GEORGIA CHANGES - SPECIAL PROPERTY COVERAGE FORM SP 20 08 10 18 PERILS SPECIFICALLY EXCEPTED SP 00 00 1018 SPECIAL PROPERTY COVERAGE FORM * Price is subject to fees and surcharges. For more details, refer to Page 13 Form: SC 00 01 10 18 Included' Risk Mv�cgerradUtvi'ian . REv1Ewm6A,1R 8Y: Risk Management Spedalist Declarations: tllls� Business Liability Coverage Part Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we'll pay. SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM Damage To Premises Rented To You Limit $1,000,000 General Aggregate Limit $2,000,000 Liability and Medical Expenses Limit $1,000,000 Medical Expenses Limit $10,000 Personal and Advertising Injury Limit $1,000,000 Products -Completed Operations Aggregate Limit $2,000,000 Property Damage Liability Deductible No Deductible ADDITIONAL BUSINESS LIABILITY COVERAGES SL 30 42 10 18 1 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION SL 30 40 10 18 ADDITIONAL INSURED - STATE OR GOVERNMENTAL Included AGENCY OR SUBDIVISION OR POLITICAL See schedule below SUBDIVISION - PERMITS OR AUTHORIZATIONS SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT Included' SL 30 26 10 18 HIRED AUTO AND NON -OWNED AUTO LIABILITY Included' SL 30 03 10 18 WAIVER OF SUBROGATION See schedule below 'Included in Business Liability Limits) 111117 TT Form Number SL 30 03 10 18 Form: SC 00 01 10 18 Form Name Description Additional Details WAIVER OF SUBROGATION I City of Oceanside Location: 300 N Coast Hwy I Oceanside, CA 92054 City of Dallas Office of Risk Location: 1500 Media St, i, Management 6AS , Dallas , TX 75201 The City of Modesto, its officers, Location: 1010 Tenth Street officials, employees, agents and Modesto CA 95354 volunteers The Anoka County Housing and Location: 2100 Third Redevelopment Authority / Anoka Avenue Anoka, MN 55303 County Cuyahoga County Location: 2079 East sib Street, Cleveland, OH 44115 City of San Bernardino, City of Chula Vista, CA Gwinnett County Board of Commissioners Location: 290 North D Street, San Bernardino, CA 92401 Location: 276 4th Ave, L L e C ry93,yen�`y Risk Mwognnad Diviam `�, REVIEWED& APPROVED Br: A+g:� A„aalo �•. ® Risk Management Spetlalist Declarations: Business Liability Coverage Part CONTINUED r Form Number Form Name Description Additional Details City of Des Moines Attn: Location: 400 Robert D Ray Procurement Drive Des Moines, IA 50309 Stanislaus County Location: 1010 10th Street Modesto, CA 95354 City of Hampton Location: 22 Lincoln St., Hampton, VA 23669 City of Santa Ana Risk Management Division 20 Civic Center Plaza, SANTA ANA, CA 92702 The Anoka County Housing and Redevelopment Authority Anoka County 2100 3RD AVE, ANOKA, MN 55303 City of Deltona 2345 PROVIDENCE BLVD, DELTONA, FL 32725 City of Goldsboro "The City of Goldsboro, its officers, employees and agents are additional insured under this insurance policy as required by written contract subject to policy terms, conditions or exclusions." P.O. DRAWER A, GOLDSBORO, NC 27533 NIA NIA WA WA Town of Marana I N/A 11555 W CIVIC CENTER DR, MARANA, AZ 85653 City of Stockton Its Officers, Officials, Employees and Volunteers primary and non-contributory 400 E MAIN ST FL 3, STOCKTON, CA 95202 City of San Bernardino 290 N D ST, SAN BERNARDINO, CA 92401 City of Santa Barbara, CA 630 Garden Street, SANTA BARBARA, CA 93101 Form: SC 00 0110 18 N/A N/A RIAM¢rugonsdDl0don Renewm 6 APPROVED By: A.-p Aaw44 ®' Risk Management Speoifst � Declarations: Z� Business Liability Coverage Part CONTINUED Form Number Form: SC 00 01 10 18 Ib Form Name Additional Insured Name and Address Gwinnett County Board of Commissioners 75 LANGLEY DR, LAWRENCEVILLE, GA 30046 Stanislaus County Children & Families Commission 930 15TH ST, MODESTO, CA 95354 City of Hampton 22 Lincoln St.,, HAMPTON, VA 23669 City of Dallas Office of Risk Management 1500 MARILLA ST # 6AS, DALLAS, TX 75201-6318 City of Oceanside 300 N Coast Hwy, OCEANSIDE, CA 92054 Village of Wellington 12300 FOREST HILL BLVD, WELLINGTON, FL 33414 The City of Atlanta Office of Enterprise Risk Management 68 Mitchell Street, Suite 9100, Atlanta, GA 30303 City of Miami Beach c/o EXIGIS Insurance Compliance Services PO Box 947, MURRIETA, CA 92564 City of Freso 2600 FRESNO ST RM 3065, FRESNO, CA 93721-3620 State of Oregon, its officers, employees, and agents 725 Summer Street NE, Suite B, SALEM, OR 97301 THE CITY OF GREENSBORO ITS OFFICERS, EMPLOYEES AND AGENTS PO Box 3136, GREENSBORO, NC 27402 CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050, NEW YORK, NY 10163 Location N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A pun a' Risk M & APPm By., ®' Risk Management Specialist Declarations: Al**, Business Liability Coverage Part CONTINUED rr . r• Form Number Form Name Additional Insured Name Location and Address Howard County Department of NIA County Administration 6751 Columbia Gateway Drive, Suite 226, COLUMBIA, MD 21046 City of Memphis Attn: Risk NIA Management 170 N MAIN ST FL 5, MEMPHIS, TN 38103 Stanislaus County N/A 1010 10th Street, MODESTO, CA 95354 The City of Modesto its officers, N/A officials, employees, agents and volunteers 1010 10TH ST, MODESTO, CA 95354 Sonoma County Community N/A Development Commission 1440 Guerneville Road, Santa Rosa, CA 95403 ALL OTHER BUSINESS LIABILITY FORMS Form Number Form Name SL 20 06 10 18 EXCLUSION - NUCLEAR ENERGY LIABILITY SL 20 78 10 18 EXCLUSION - SILICA - BUSINESS LIABILITY COVERAGE FORM SL 90 13 10 18 1 NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) ` Price is subject to fees and surcharges. For more details, refer to Page 13 Form: SC 00 01 10 18 Risk MW*9WWrdDMsIun Rene &Ro B 1 dy}11a l' 4g. , A,,v44 Aas�mm—. Rbk Management SpeaAnt Declarations: Other Liability Coverages Your policy also includes the following additional liability Coverage Parts or polices. Please see the applicable Declaration form for details. _ Declarations: _ Common Forms Your policy includes the Common Forms listed below. These forms apply to all Coverage Parts on your policy. SC 00 00 10 18 i COMMON POLICY CONDITIONS SC 00 01 10 18 DECLARATIONS: BUSINESS OWNER'S POLICY SC 70 00 12 20 DISCLOSURE - CAP ON LOSSES - TERRORISM RISK INSURANCE ACT SC 01 10 03 20 GEORGIA CHANGES - COMMON POLICY CONDITIONS SC 50 64 06 20 IMPORTANT NOTICE TO POLICYHOLDER'S SC 50 46 10 18 IMPORTANT NOTICE TO POLICYHOLDERS G-3027 IMPORTANT NOTICE TO POLICYHOLDERS - DISCOUNTS APPLIED TO YOUR POLICY PREMIUM SC 90 04 10 18 IMPORTANT NOTICE TO POLICYHOLDERS THE HARTFORD CYBER CENTER WEBSITE ACCESS 100722 INSURANCE POLICY BILLING INFORMATION SC 50 31 10 18 PRODUCER COMPENSATION NOTICE SC 00 12 10 18 SPECTRUM BUSINESS OWNER'S POLICY JACKET SC 00 02 10 18 SPECTRUM SUPPLEMENTAL SCHEDULE OF AUDITABLE COVERAGES SC 90 16 10 18 TRADE OR ECONOMIC SANCTIONS ENDORSEMENT SC 90 15 10 18 US DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL (OFAC) ADVISORY NOTICE TO POLICYHOLDERS Form: SC 00 01 10 18 Risk MooganertlDlWIon `^•/ Rt eVED6MPaovtn BY: �•. ® Risk Management Specialist 01 7 v Declarations: Other Charges States laws and regulations may require you to pay taxes, fees, surcharges or other costs. We've listed those charges below Other Premiums Policy Base Premium Terrorism Premium Form: SC 00 01 10 18 $280 $26 %n. RwEwEo&A"R vtn Br 1 �111 I� 1 A+j�, A'a'ad MOMIMIR Risk Management Sped Aist THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS: We waive any right of recovery we may have against: a. Any person or organization shown in the Declarations, or b. Any person or organization with whom you have a contract that requires such waiver. Form SL 30 03 10 18 © 2018, The Hartford o RenEwm R By ' A--�, A,w44 ®' Risk Management Spedalirt 01 (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 © 2021, The Hartford .�, WekMumg>�tDFAelun Rirmewm 6 APPRarm Sr 01 ® R6k Management Spetlalist (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other w hiring, employment, training or monitoring of others by an insured, if Form SL 30 32 06 21 © 2021,The Hartford Risk MvaganmiDW[on REmEWm 6 APPRo BY: EA Al AaV44 Risk Management Spedrlist (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE MARTFORD damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (t) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (it) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs C(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 1o3"1r104M97Mz:mii Mrs „ RiskMVftM0dMSRm h REoewEo6APPRov®8r: �• Risk Management Spetlalist 'i Of (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SL 90 13 10 18 © 2018, The Hartford RiskMmagenmtDIMSIon REMEw &ArPR^ovma1v. " Risk Management Spetlalirt or (May include copyrighted material of Insurance Services Office, Inc., with its permission)