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HomeMy WebLinkAboutNEIGHBORLY SOFTWARE (BENEVANTE, INC.) N-2024-235 0 Neighborly Software Helping Communities Help People ORDER FORM Customer Information Account Name:City of Santa Ana,CA(Portal No.:244) Initial Service Term: 05/15/2024—05/14/2025 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 May 15,2024—May 14,2025 Annual Fees Unit Price Quantity* Annual Total User Subscription Fee for One Year $2,460.00 3 $7,380.00 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: $7,380.00 *A minimum of three(3)users are required to maintain a portal. �1 Phone: (855) 625-9738 93423 Piedmont Road Atlanta. GA 30305 40 .APAw.neighborlysafftware.com INSURANCE ON FILE WORK MAY PROCEED N-2024-235 UNTIL INSURANCE EXPIRES II 112 S' Benevate Inc.SAAS Subscription Agreement CITY CLERK DATE: ,'11UL 8 2li24 SOFTWARE AS A SERVICE(SAAS)SUBSCRIPTION AGREEMENT 0%(DAC°Y This SaaS Subscription Agreement("Agreement")is entered into on this 12th day of June 2024(the"Effective Date")between Benevate, hr�"u� ,,A) 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&B 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 furnished 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 Username 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"Portal"). 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 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. 2 Benevate Inc.SAAS Subscription Agreement 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 of performing 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 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. 3 Benevate Inc. SAAS Subscription Agreement 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 infonnation 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 Seven Thousand Three Hundred Eighty and 00/100 Dollars($7,380.00). 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 hiitial 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. f. 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. 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. 4 Benevate Inc.SAAS Subscription Agreement 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. Termination Procedures.At termination or expiration of this Agreement,Company shall disable access to the applicable Portal. Company shall provide Customer with thirty(30)days after termination to facilitate the return of the Customer Data. Company shall return the Customer Data via the Secure File Transfer Protocol promptly upon receipt necessary information from Customer to facilitate the return.It is Customer's sole responsibility to ensure that the Customer Data is downloaded, stored,and reviewed.All Customer Data will be deleted sixty(60)days from the date that the Customer Data is returned. If Customer fails to cooperate in facilitating the return of the Customer Data,Company reserves the right to delete the Customer Data ninety(90)days after the termination of the Agreement. Customer acknowledges and agrees that Company has no obligations whatsoever with regard to the Customer Data following the final destruction. Upon request, Company will provide Customer with a Certification of Data Destruction. This Section shall survive the termination of this Agreement. d. Optional Data Retention.If Customer desires for Company to retain the Customer Data beyond sixty(60)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 sixty(60) 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 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 5 Benevate Inc. SAAS Subscription Agreement 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. 8. INDEMNITY 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) The failure of Customer to install an update to the Software or Services provided.by Company, and about which Company informed City,that would have avoided the actual or alleged infringement; (iii) 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 (iv) 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 TOTAL AMOUNT OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO OFFER AND ACCEPT THE TERMS HEREIN. 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. 10. INSURANCE a. During the course of performing its duties under this Agreement,Company agrees to maintain the levels of insurance as detailed in Exhibit B,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 6 Benevate Inc.SAAS Subscription Agreement 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@NeighborlySoftvvare.com Sarah Bohentin Benevate,Inc. Phone: 850-363-1717 Email:Sarah.Bohentin@NeighborlySoftware.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. 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. 7 Benevate Inc. SAAS Subscription Agreement 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 obligationsI. 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 8 Benevate Inc.SAAS Subscription Agreement SIGNATURE PAGE BENEVATE,INC. CITY OF SANTA ANA co By: '1\ZfivCk By:_110 Name: J.Jason Rusnak Name:Alvaro Nunez Title:President,Benevate,Inc. Title:Acting City Manager Date: 7-9-24 Date: !till/ CITY OF SANTA ANA A `r EST: / / / / a ehxr• 0 x en r L.'�<Il ' ,. Ci /lerkl APPROVED AS TO FORM: SOMA R.CARVALHO City Attorney By:,4/V1,UL Andrea Garcia-Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Michael Garcia Executive Director Community Development Agency 9 Benevate Inc.SAAS Subscription Agreement EXHIBIT 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. Definitions. 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@neighborlysoftware.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 10 Benevate Inc. SAAS Subscription Agreement workaround available. (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(I)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 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: 12 Benevate Inc. SAAS Subscription 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 01 04 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. 13 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 any time. 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. 14 DATE(MAUDD/YYYY) ACC OR CERTIFICATE OF LIABILITY INSURANCE 04/04/2024 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 INSIIRER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy-Des)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). //yy PRODUCER • CONT.CT N 19 I y s I g rl e d-b y Millennial Specialty Insurance L t nun Sb I PHONE 4 C No.Ext):64 1058 a FAX(A/C No): 4211 West Boy Scout Blvd,Suit. Tampa,Florida,33607 E-MAIL 1DRE coi@foundershi d.com UntlArflr� CeA Rcreve •• O NAICI INSURE I A rtf n e✓ 1 ( .rtf. 30104 INSURED INSUY ,R B:. Isena Insurance Company Inc. 10200 INS' .[ERG:A 'a n an e C m Benevate 3423 Piedmont Rd NE,Suite 420 IA' JRER D Atlanta,Georgia,30305 ceve URER F: COVERAGES CERTIFICATE NUMBER: 09:,59•291070 'O O' 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 LNSURA.NCE 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 TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WYD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S1,000,000.00 'CLAIMS MADE �OCCUR DAMAGE TO RENTED S1,000,000.00 PREMISES(Ea occurrence) f MED EXP(Any one person) $10,000.00 A GEN'L AGGREGATE LIMIT APPLIES PER: i1/ i'f IBSBAAJIMSR 01/18/2024 01/18/2025 PERSONAL&ADV INJURY SI,000,000.00 POLICY PROJECT;-IfeLOC GENERAL AGGREGATE $2,000,000.00 PRODUCTS-COMP/OP AGG 32,000,000.00 'OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000.00 (Ea accident) ANY AUTO BODILY INJURY(Per person) OWNED AUTOS SCHEDULED AONLY IOSBAAJIMSR 01/18/2024 01/18/2025 BODILY INJURY(Per accident) VIIIRED AUTOS ONLY NON-OWNED AUTOS PROPERTY DAMAGE(Per ONLY accident) UMBRELLA LIAB EXCESS LIAR Each occurence OCCUR CLAIMS-MADE Aggregate WORKERS COMPENSATION AND EMPLOYERS'LIABILITY PER STATUTE ANYP ROPRIETOR/PARTNER/EXECUTIV Y/N OTHER OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) E.L.EACH ACCIDEN If yes,describe under DESCRIPTION OF OPERATIONS below N/A E.L.DISEASE-EA EMPLOYEE E.L.DISEASE-POLICY LIMIT P. GrimeffC-248-7441flc23 04H5/2023 07H5/2024 S-I;000;000-pet oec 59;000;000-n-agg C Cyber Liability and Errors&Omissions AB-6735816-01 01/18/2024 01/18/2025 S 5,000,000 perocc S5,000,000 in agg DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may he attached if more space is required) The City of Santa Ana,its officers,officials,employees,and volunteers are included as Additional Insured on the above referenced policy where required by written contract.A Waiver of Subrogation applies in favor of the Certificate Holder. The Certificate Holder is included as an Additional Insured on the above referenced policy where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana,CA 92702 f AUTHORIZED REPRESENTATIVE Risk ManagementDiviaion REVIEWED&APPROVED 8Y: =mu-' Risk Management Spedalist 1988-2016 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and Togo are registered marks of ACORD AC� DATE(MMIDD/YYYY) ��. CERTIFICATE OF LIABILITY INSURANCE 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 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 Risk Management Department NAME: g p Arthur J Gallagher Risk Management Services,Inc. (A/c.to Ext): (888)925-2990 x20834 talc,No). (877)637-8949 47 East Robinson Street E-MAIL b.te Suite 200 ADDRESS: 99 questa.certs @ajg.com Orlando,FL 32801 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Zurich-American Insurance Company 16535 INSURED INSURER B Aspen HR PEO,LLC Labor Contractor,for co-employees of:Benevate,Inc dba: Neighborly Software INSURER C: 1676 N California Blvd Ste 400 INSURER D: Walnut Creek,CA 94596 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER JMMIDD/YYYY) (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION S $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETORJPARTNER]EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBEREXCLUDED? N NIA WC27-24-633-01 01/01/2024 01/01/2025 - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Location Coverage Period: 01/01/2024 01/01/2025 Client# 000340-GA DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Benevate,Inc dba: Neighborly Software Coverage is provided for 3423 Piedmont Rd NE only those co-employees Atlanta,GA 30305 of,but not subcontractors to: CERTIFICATE HOLDER CANCELLATION r City of Santa Ana SHOULD ANY OF THE ABOVE DESCRI _�, Risk MiatagemattDivisfan 20 Civic Center Plaza THE EXPIRATION DATE THEREOF REVIEWED&APPROVEDBY: Santa Ana,CA 92701 ACCORDANCE WITH THE POLICY PRC ql `W eda 12128ZES, r1 AUTHORIZED REPRESENTATIVE Risk Management Specialist I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and loco are registered marks of ACORD ADDITIONAL REMARKS SCHEDULE Intermediary Insured Policy Number Insurer Effective Date ADDITIONAL REMARKS This Additional Remarks form is a schedule to ACORD form, Form Title Benevate- City of Santa Form Number: Ana COI INSR TYPE OF ADDL SUBR POLICY POLICY EFF LTR INSURANCE INSD WVD NUMBER (MM/DDYYY) POLICY EXP(MM/DD/YYYY) LIMITS /Y ed by written contract. . Risk MangentetttDtvisIon REVIEWED&APPROVED BY: " irdi ripo7 l e.�: Acet:eotti :�, Risk Management Specialist ©1988-2016 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ` , ' Declarations: THE Business Owner's Policy HARTFORD Policy Number: 10 SBA AJ1 MSR Name of Agency/Broker: MILLENNIAL SPECIALTY Policy Period: 01/18/2024 to 01/18/2025, INSURANCE LLC 12:01 a.m., Standard time at your mailing 4211 W BOY SCOUT BLVD STE 800 address shown here. Exception: 12 noon in TAMPA, FL 33607 New Hampshire. Insurer: Hartford Underwriters Insurance Company, a Code: 10257698 property and casualty company of The Hartford. Previous Policy Number: 10 SBA AJ1 MSR One Hartford Plaza, Hartford, CT 06155 Organization Type: S-Corporation Named Insured and Mailing Address: Benevate, Inc Audit Period: Auditable 3423 PIEDMONT RD NE ATLANTA, GA 30305-1751 Insurance Provided: In return for the payment of the premium and subject to Type of Business: Software, Internet, all of the terms of this policy, we agree Application &Web Design with you to provide insurance as stated in this policy. TOTAL PREMIUM: $1,330* 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: du„„,..,, Ca. 2/09/2023 Authorized Representative 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®Business Owner's Policy consists of the Declarations,Coverage Forms,Coverage Parts,Common Policy( Risk Management Divisian �^--f and endorsements issued to be a part of the Policy.The Hartford®is Hartford Fire Insurance Company and its affiliated prof .t�/ A. % REVIEWED&APPROVE)BY: companies. ddd11111L..111 �„fr;:�ce„�a '� Risk Management Specialist Form:SC 00 01 10 18 g p Declarations: THE Business Owner's PolicyHARTFORD else, or someone else's property. Please see the coverages and limits described in your Declarations for details regarding the insurance you purchased. Glossaryof Terms* DEFINITION Audit Period 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. Base Coverage Form 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. Coverage Part A section of the Policy for a particular coverage.Unless otherwise stated in a specific Coverage 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. Declarations The part of the insurance contract that specifies the named insured,address,policy period, I covered locations,limits of insurance and other key information such as forms applicable to the Coverage Part. Policy 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. STRETCH° 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. STRETCH°Blanket Limit 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 Terms are provided to help you better understand your Business Owners Policy and how it is constructed. These terms 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. "w,_s �� Risk Management Dt ston REVIEWED 6e APPROVED Br lam, Form:SC 00 01 10 18 � Risk Management Spedalist p 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 LOC 1,BLDG 1:LOCATION-BASED 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 %sitManagenattDivMston REVIEWED&APPROVED BY: APiZZ AGw44 ® Form:SC 00 01 10 18 Specialist Risk Management 9 Declarations: 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 well 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 FORM NUMBER FORK..•,• g, LIMIT OF INSURANCE 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 BACK-UP OF SEWERS AND DRAINS COVERAGE Included2 SP 30 31 10 18 BRANDS AND LABELS Included2 SP 30 59 10 18 BUILDING PROPERTY OF OTHERS $10,000 SP 30 13 10 18 BUSINESS INCOME AND EXTRA EXPENSE Extended Business Income 60 days Limit Type Actual Loss Sustained Period of Restoration 12 months Waiting Period None SP 30 19 10 18 BUSINESS INCOME FOR CIVIL AUTHORITY ORDERS Duration of Coverage 30 days Waiting Period None SP 30 40 10 18 BUSINESS INCOME FOR OFF-PREMISES UTILITY SERVICES Limit $25,000 Waiting Period 12 hours SP 30 14 10 18 BUSINESS INCOME FROM DEPENDENT PROPERTIES Limit $25,000 Period of Restoration 12 months Waiting Period None SP 30 45 10 18 BUSINESS INCOME FROM OFF-PREMISES OPERATIONS Extended Business Income 60 days Limit $25,000 Waiting Period None SP 30 47 10 18 BUSINESS INCOME FROM WEBSITES Limit $10,000 Max Period of Restoration 7 days Waiting Period 12 hours SP 30 32 10 18 CLAIM EXPENSE $10,000 SP 30 00 1018 COLLAPSE I� I Risk MRnagen entDivision SP 30 60 10 18 COMPUTERS WORLDWIDE Included in ST irk REVIEWED&APPROVE)BY: `'+�tt® A A]4 Form:SC 00 01 10 18 Risk Management Specialist Declarations: em2 Property Coverage Part CONTINUED FORM NUMBER FORM NAME LIMIT OF INSURANCE SP 30 37 10 18 CONTRACT PENALTIES $1,000 SP 30 01 10 18 DEBRIS REMOVAL Included in STRETCH®Blanket Limit Limit 25%of amount paid for covered loss SP 30 29 10 18 ELECTRONIC DATA Policy Year Limit $50,000 SP 30 42 10 18 EMPLOYEE DISHONESTY COVERAGE-EXCLUDES $10,000 ERISA COMPLIANCE SP 30 02 10 18 EQUIPMENT BREAKDOWN Included2 Deductible Property Deductible Defense Included Expediting Expenses $50,000 Hazardous Substances $50,000 Supplementary Payments Included SP 30 38 10 18 EXPEDITING EXPENSES $10,000 SP 30 55 10 18 FINE ARTS COVERAGE $10,000 SP 30 03 10 18 FIRE DEPARTMENT SERVICE CHARGE Included in STRETCH Blanket Limit SP 30 04 10 18 FIRE EXTINGUISHER RECHARGE Included2 SP 30 16 12 19 1 FORGERY COVERAGE(INCLUDING CREDIT CARDS, $25,000 CURRENCY AND MONEY ORDERS) SP 30 46 10 18 FRAUDULENT TRANSFER COVERAGE $10,000 SP 30 05 10 18 GARAGES,STORAGE BUILDINGS,AND OTHER $50,000 APPURTENANT STRUCTURES SP 30 06 10 18 GLASS EXPENSE Included2 SP 30 22 06 22 IDENTITY RECOVERY FOR BUSNESSOWNERS AND EMPLOYEES Deductible $250 Limit $15,000 Lost Wages and Child and Elder Care Expense $250 per day,$5,000 per policy year Mental Health Sublimit $1,500 SP 30 30 10 18 INTERRUPTION OF COMPUTER OPERATIONS Period of Restoration 12 months Policy Year Limit $25,000 Waiting Period 12 hours SP 30 07 10 18 LEASE ASSESSMENT \`^^ SP 30 54 10 18 LEASEHOLD IMPROVEMENTS _ Risk MunagenentDivision +, • i REviEwED&APPROVED BY: 9I`a`M,�I tccn, A.s.it 11cev410 ® Risk Management Form: SC 00 01 10 18 Specialist 9 f Declarations: ,QQ Property Coverage Part CONTINUED FORM NUMBER FORM NAME LIMIT OF INSURANCE SP 02 01 10 18 LIMITED FUNGI,BACTERIA OR VIRUS COVERAGE- GEORGIA Limit $50,000 Period of Restoration 30 days SP 30 08 10 18 LOCK AND KEY REPLACEMENT $1,000 SP 30 36 03 20 LOST KEYS $1,000 SP 30 28 10 18 MONEY AND SECURITIES COVERAGE Inside the Premises Limit $10,000 Outside the Premises Limit $5,000 SP 30 24 12 21 NEWLY ACQUIRED OR CONSTRUCTED PROPERTY Newly Acquired or Constructed BI/EE Limit $250,000 Newly Acquired or Constructed BPP Limit $500,000 SP 30 39 10 18 NON-OWNED DETACHED TRAILERS Included in STRETCH®Blanket Limit SP 30 50 10 18 OFF-PREMISES UTILITY SERVICES-DIRECT DAMAGE $10,000 SP 30 11 12 19 ORDINANCE OR LAW COVERAGE Increased Cost of Construction&Demolition $25,000 Costs Limit Undamaged Part Limit $25,000 SP 30 25 12 21 OUTDOOR PROPERTY $25,000 SP 31 35 10 18 OUTDOOR SIGNS ON PREMISES $10,000 SP 30 33 10 18 PAIRS OR SETS Included2 SP 30 5310 18 PAVED SURFACES $15,000 SP 30 09 10 18 PERSONAL EFFECTS Included in STRETCH Blanket Limit SP 30 20 10 18 POLLUTANTS AND CONTAMINANTS CLEAN UP AND $15,000 REMOVAL SP 30 10 10 18 PRESERVATION OF PROPERTY 45 days SP 30 26 10 18 PROPERTY OFF-PREMISES $25,000 SP 30 34 10 18 SALESPERSONS SAMPLES $1,000 SP 30 51 10 18 SPOILAGE Included in STRETCH®Blanket Limit Business Income Limit $10,000 Waiting Period 12 hours SP 30 49 10 18 SUMP OVERFLOW OR SUMP PUMP FAILURE $15,000 SP 30 44 10 18 THEFT DAMAGE TO BUILDING Included2 SP 30 61 10 18 TRANSIT BUSINESS INCOME / Risk Management Divistan Limit 3 e z REVIEWED ®Q&APPROVED Is 114+4 Il ceva, �. Form:SC 00 01 10 18 Risk Management Specialist / Declarations: ffDJ Property Coverage Part CONTINUED FORM NUMBER FORM NAME LIMIT OF INSURANCE Period of Restoration 12 months Waiting Period None SP 30 48 10 18 TRANSIT COVERAGE $10,000 SP 30 52 10 18 UNAUTHORIZED BUSINESS CARD USE $2,500 SP 30 12 10 18 VALUABLE PAPERS AND RECORDS Included in STRETCH°Blanket Limit SP 30 35 10 18 VALUATION CHANGES:COMMODITY,FINISHED AND Included within Covered Property Limit MERCANTILE STOCK (Building and/or BPP) SP 30 27 10 18 WATER DAMAGE,OTHER LIQUID,POWDER OR Included' MOLTEN MATERIAL DAMAGE 2lncluded within Covered Property Limit(s)(Building and/or Business Personal Property) ALL OTHER PROPERTY FORMS rx.0 at - ...-. _-.-_ SP 01 10 03 20 GEORGIA CHANGES-SPECIAL PROPERTY COVERAGE FORM SP 20 08 10 18 PERILS SPECIFICALLY EXCEPTED L SP 00 00 10 18 SPECIAL PROPERTY COVERAGE FORM PROPERTY COVERAGE PREMIUM: $677* * Price is subject to fees and surcharges. For more details, refer to Page 13 Risk Msasgneat Pt on 3,1t1�•�4 c REVIEWED&APPROVED BY: Aettido Risk Management edalist Form:SC 00 01 10 18 g p Declarations: S� Business LiabilityCoverage Part Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we'll pay. FORM NUMBER FORM NAME LIMIT OF INSURANCE 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 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 Limit(s) BUSINESS LIABILITY SCHEDULES Form Number Form Name Description Additional Details SL 30 03 10 18 WAIVER OF SUBROGATION City of Oceanside Location:300 N Coast Hwy Oceanside,CA 92054 City of Dallas Office of Risk Location: 1500 Marilla St, 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 9th Street,Cleveland,OH 44115 City of San Bernardino, Location:290 North D Street,San Bernardino,CA 92401 City of Chula Vista,CA Location:276 4th Ave, Gwinnett County Board of L o P--,�& Commissioners L z, REVIEWED&APPROVED BY: E `i i p,s,iU Actvado Form:SC 00 01 10 18 �' Risk Management Specialist Declarations: Business LiabilityCoverage Part CONTINUED `"FTP.E9.RI fAII^3111 P.1111R ?Y r9+i? �n y4^.:I.n "r_r. . L 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 ADDITIONAL INSUREDS SCHEDULES _410 Additional Insured Name Form Number Form Name Location and Address City of Santa Ana Risk Management N/A Division 20 Civic Center Plaza,SANTA ANA, CA 92702 The Anoka County Housing and N/A Redevelopment Authority Anoka County 2100 3RD AVE,ANOKA,MN 55303 City of Deltona N/A 2345 PROVIDENCE BLVD, DELTONA,FL 32725 City of Goldsboro"The City of N/A 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." i P.O.DRAWER A,GOLDSBORO, NC 27533 Town of Marana , N/A 11555 W CIVIC CENTER DR, MARANA,AZ 85653 • City of Stockton Its Officers,Officials, N/A Employees and Volunteers primary and non-contributory 400 E MAIN ST FL 3,STOCKTON, I CA 95202 City of San Bernardino N/A 290 N D ST,SAN BERNARDINO, CA 92401 City of Santa Barbara,CA P� Risk MsmagartentDivislon 630 Garden Street,SANTA r. REVIEWED&APPROVED BY: BARBARA,CA 93101 q.Iw '' Afrft Actimdo id, Form:SC 00 01 10 18 Risk Management Specialist pecialist Declarations: Business LiabilityCoverage Part CONTINUED 1. • >a,_ a S._REDLU ,S Additional Insured Name -- Form Number Form Name Location and Address Gwinnett County Board of N/A Commissioners • 75 LANGLEY DR, LAWRENCEVILLE,GA 30046 Stanislaus County Children& N/A Families Commission 930 15TH ST,MODESTO,CA 95354 City of Hampton N/A 22 Lincoln St.,,HAMPTON,VA 23669 City of Dallas Office of Risk N/A Management 1500 MARILLA ST#6AS,DALLAS, TX 75201-6318 City of Oceanside N/A 300 N Coast Hwy,OCEANSIDE,CA 92054 Village of Wellington N/A 12300 FOREST HILL BLVD, WELLINGTON,FL 33414 The City of Atlanta Office of N/A Enterprise Risk Management 68 Mitchell Street,Suite 9100, Atlanta,GA 30303 City of Miami Beach c/o EXIGIS N/A Insurance Compliance Services PO Box 947,MURRIETA,CA 92564 City of Freso N/A 2600 FRESNO ST RM 3065, • FRESNO,CA 93721-3620 State of Oregon,its officers, N/A employees,and agents 725 Summer Street NE,Suite B, SALEM,OR 97301 THE CITY OF GREENSBORO ITS N/A OFFICERS,EMPLOYEES AND AGENTS PO Box 3136,GREENSBORO,NC 27402 CITY OF MIAMI BEACH c/o EXIGIS N" Insurance Compliance Services P.O. Box 4668-ECM#35050,NEW . "'R'" Wek M�wgematt Dlvislon % RE�nEwm&APPRci D Bv. YORK,NY 10163 ei 1; Aczuda tatrizzi Risk Management S ecialist Form:SC 00 01 10 18 9 P Declarations: S� Business LiabilityCoverage Part CONTINUED Form Number Form Name Additional Insured Name Location and Address Howard County Department of N/A County Administration 6751 Columbia Gateway Drive,Suite 226,COLUMBIA,MD 21046 City of Memphis Attn:Risk N/A 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'Nariie _. .. .. -.. .._ 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 NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) BUSINESS LIABILITY COVERAGE PREMIUM: $347* * Price is subject to fees and surcharges. For more details, refer to Page 13 RA ManaganattDtvisinn g lievissi o 6e APPROVED BY: 11,444 Form:SC 00 01 10 18 ® Risk Management Specialist Declarations: vvtA, other Liability Coverages Your policy also includes the following additional liability Coverage Parts or polices. Please see the applicable Declaration form for details. DECCA ATION COVERAGE NAME v I PREMIUM FORM NUMBER SL 55 74 10 18 Employment Practices Liability Insurance Included Declarations: ri 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 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 f Risk MRnstgenseti Division 1A REVIEWED&APPROVED BY: Form:SC 00 01 10 18 Risk Management Specialist Declarations: 7.4"",j Other Charges States laws and regulations may require you to pay taxes, fees, surcharges or other costs.We've listed those charges below DESCRIPTION COST Other Premiums Policy Base Premium $280 Terrorism Premium $26 Risk Manage entDivision - REVIEWED&APPROVED BY: Amami,' Risk Management Sp Specialist Form:SC 00 01 10 18 9 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. Risk Maisganent Division REVIEWED&APPROVED By: • Aa4/4 Form SL 30 03 10 18 �, Risk Management Specialist ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ' JO 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; ,, aa.f a Risk ManagementD[viston : y REVIEWED&APPROVED BY: CAI'�' n 14,Aat `® Risk Management Form SL 30 32 06 21 gementSpeaalist ©2021, The Hartford / (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ' 1 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: (i) 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 g °°�sF 1a Dili ivision 3 ,•% REVIEWED&APPROVED 8v: '' 9. �' Risk Management Specialist Form SL 30 32 06 21 9 P ©2021, The Hartford / (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ' THE HARTFORD 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: (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 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 f.(2)(a)or f.(2)(b) above. \ / o„o,�& Risk MamapnventDivision h. REVIEWED&APPROVED 8Y: / Form SL 30 32 06 21 ®` Management Specialist i- Risk Mana ©2021, The Hartford / (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. \ / Risk ManaganentDMHairnt ,_`% RE1/IEWm&APPROVBD BY: Form SL 90 13 10 18 Risk Mina gement S p ecialist ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission)