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KAJEET INC. (5)
N-2025-073 INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK MAR 2 6 2025 Kajeet Master Services Agreement (E-Rate) D F� CUstorner Kajeet Inc. 17�11 PIaGi Legal Name: City of Santa Ana, a charter citv and municipal corporation "Customer" Kajeet Inc., a Delaware corporation ("Kajeet") Customer Address Kajeet Address (For Official Notices) (For Official Notices) Santa Ana Public Library Kajeet Inc. 26 Civic Center Piz 7901 Jones Branch Drive, Suite 350 Santa Ana, CA 92701- 4010 McLean, VA 22102 Attn: Lynn Nguyen Attn: Guy Abramovitz, CFO Email: LN u en�)a santa-ana.or Email: Gabramovitz@kajeet.com UUb I VMr-K Lontact Kajeet Vontact Name: Lynn Nguyen Name: Grace Peeler Title: Principal Librarian Title: Account Executive Telephone: (714) 647-5259 Telephone: 240.482.4640 Email: LN u enC@santa-ana.or Email: gpeelerka'eet.com This agreement consists of this Cover Page, the attached Terms and Conditions, Exhibit A, optional Addendums, and Ordering Documents (collectively, the "Agreement"). Kajeet and Customer collectively shall be referred to herein as the "Parties" and each individually as a "Party." Each of the Parties represents that it is in good standing, and it has the power to enter and perform this Agreement. This Agreement is effective as of 7/1/2025 ("Effective Date") and 'includes the following Addendums, if selected below and initialed by Customer: ❑ SmartBus Installation Addendum Customer Initials: EACH PARTY'S SIGNATURE BELOW ACKNOWLEDGES THAT SUCH PARTY HAS READ AND UNDERSTANDS EACH OF THE PROVISIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY THEM. City of Santa 0 (Authorized -Sig Name: Alvaro Nunez Title: City Manager Date: A ennifer RE NDED. OR APPROVAL Brian Sternberg Executive Director, Library Services Agency Kajeet Master Services Agreement (E=-Rate) KAJEET INC. ' By. (Aut ized Signature) Name: Guy Abramovitz Title: CFO Date: 3/19/2025 APPROVED AS TO FORM 1 Sonia R. Carvalho City Attorney f By: ar radon Salvatierra Deputy City Attorney Ver. 41114 Rev. November 14, 2024 Cover Page Kajeet Master Services Agreement Standard Terms and Conditions Scope. This is a framework agreement that governs various transactions including: the resale of hardware devices manufactured by third parties ("Devices"), access and use of Kajeefs proprietary Sentinel® product ("Sentinel"), access to data over various wireless carrier networks ("Cellular Access") supported by Kajeet ("Supported Carriers"), and the provision of forward and reverse logistics support for Devices ("Fulfilment", together with Sentinel, Cellular Access, and other additional services included in an Addendum, collectively, the -Services"), all as documented by various types of ordering agreements, including purchase orders, statements of work, executed quotes, task orders, etc. (each an ,Ordering Document"). The specifications (-Specificationsli, for the Services and Devices are set forth in Exhibit A (Plan Descriptions), applicable Addendum, and in Ordering Documents, The Specifications and Addendum may contain additional contractual terms and specific limitations an use of the Services. In the event that Customer issues an Ordering Document (or other communications of any kind that is not mutually executed), any additions or variations made to the terms and conditions of this Agreement (including terms and conditions contained within or referenced by Customer's purchase orders) are void and have no effect and this Agreement governs. All purchase orders or other Ordering Documents that are not mutually executed shall be considered binding upon Customer when submitted and binding upon Kajeet upon Kajeet's written acceptance and/or by invoicing Customer against such Ordering Document. The Ordering Documents may be subject to E-rate funding that is administered by the Universal Service Administrative Corp. ("USAC") as set forth in the Telecommunications Act of 1996. All applicable E-rate Services: (i) are subject to approval by the Federal Communications Commission ("FCC") under the E-rate discount program unless otherwise approved by Customer; (ii) are in compliance with all applicable E-rate program rules and regulations; and (iii) shall qualify for funding under the FCC's E-rate program. Kajeet and Customer agree that Customer may intend to recover funds from the E-rate discount program through the USAC reimbursement process. Both Parties agree that delivery of applicable Services cannot begin prior to April list of the funding year for which such funds are requested, Customer shall comply with all E-rate program requirements, including the submission of requests for funding approval to the USAC and the adoption and implementation of an internet safety policy in compliance with the Children's Internet Protection Act (CIPA). 2 Optional Services. This Agreement may contain optional Services described in an Addendum to this Agreement as indicated on the Cover Page and initialed by Customer. If so indicated, the applicable Addendum shall be included as a part of this Agreement. Term. This Agreement shall commence as of the Effective Date, and unless earlier terminated as provided herein, shall continue for a period that ends twelve (12) months following the expiration or termination of the last existing Service Term (the "Term"). The term for the specific recurring Services (each a ,,Service Term") is set forth in each Ordering Document. Sentinel License Grant. The intellectual property rights underlying the Devices resold by Kajeet, Services, and documentation {,,Documentation") are owned by, and shall remain the sole property of Kajeet and its suppliers including, without limitation, any derivative works thereto. Kajeet grants Customer and persons authorized by Customer to use the Services ("Subscribers"), in consideration for Customer's payment obligations, a limited, nontransferable, and nonexclusive right to access and use the Services strictly during the Service Term and in accordance with the Specifications consistent with the provisions of this Agreement and Ordering Documents for Customer's, and its Subscribers', internal usage only. No license is granted to access, copy, or use the software that supports the Services, except in connection with the Services. Kajeet will not be responsible for implementation delays or Services degradations that are not within its control including, without limitation, implementation delays or Services degradations caused by Customer, its Subscribers, third -party service providers, or any interconnecting communications carrier. Limitations on Use. Without express written authorization from Kajeet, Customer or any Subscriber shall not: (i) use, copy, duplicate or reproduce all or any portion of the Services (including the Documentation) for any purpose other than as specified in this Agreement and Ordering Documents; (ii) decompile, disassemble, re -program, analyze, reverse engineer any of the Services or otherwise attempt to reconstruct, identify or discover any underlying ideas, underlying user interface techniques or algorithms, or source code, or disclose any of the foregoing (except to the extent such restriction is prohibited by law); (iii) except as expressly authorized herein, sell, rent, lease, license, sublicense or in any way redistribute any or all of the Services; (iv) use the Services to create a service bureau, timesharing arrangement, or application service provider; (v) modify, adapt, translate, prepare derivative works of all or any portion of the Services or attempt to do so; (vi) remove, obscure or alter Kajeet's or its suppliers' product identification, copyright notices, trademarks or other proprietary rights notices affixed to or contained within the Services, Documentation or Devices; (vii) permit the Services or Documentation to be used, examined, reviewed or inspected by others, other than by Customer's employees, Subscribers, auditors or governmental agencies as required by law; (viii) unless required by law, disclose the results of any benchmark or evaluation of the Device or Services to any third party (whether or not obtained with Kajeet's assistance) without Kajeet's prior express written consent; (ix) use the Services, Documentation or any information contained therein or otherwise provided by Kajeet or its licensors for the purposes of developing, or having developed, any products or services competitive with the Services; (x) incorporate, link, or distribute Sentinel with any code or software licensed under the GNU General Public License ("GPL"), Lesser General Public License ("LGPL"), Mozilla, or any other open source license, in any manner that could cause or could be interpreted or asserted to cause Sentinel (or any modifications thereto) to become subject to the terms of the GPL, LGPL, Mozilla or such other open source license. Customer and its Subscribers shall not authorize, or acquiesce in, any other person engaging in any of the foregoing activities, or attempting to do so. g Invoicing and Payment Terms. Payments by Customer under this Agreement are due as stated in each Ordering Document or, if the Ordering Document does not state when particular payments are due, then SO days following Customer's receipt of an invoice. All sales Kajeet Master Services Agreement (E-Rate) Ver, 41114 Rev. November 14, 2024 Page 1 of Purchased Devices and Services are final, nonrefundable, and cannot be returned, except as set forth herein. If Customer fails to make any payment when due, Kajeet will have the right, without prejudice to any other remedies it may have, to (i) charge an additional fee equal to one -and -one-half percent (1.5%), or the maximum allowable per state law, of the overdue amount for each full or partial month that the amount remains unpaid; and/or (ii) recover reasonable attorney's fees and costs incurred by Kajeet in collecting all unpaid amounts; and/or (iii) terminate this Agreement. 6.1 E-Rate Funding. If applicable, the Ordering Document shall specify if E-rate funding is available to Customer, which shall be at or below the "lowest corresponding price" as required by law. If E-rate funding applies, Kajeet shall invoice Customer for their portion of the payment owed and invoice USAC for the approved portion of the funded amount, as specified in such Ordering Document. If Customer fails to file a service certification, as required by USAC, and this failure is unrelated to significant program changes, process obstacles, or termination of E-rate funding that is beyond the control of the Customer, that results in the loss of E-Rate funding, Customer shall be liable for any unpaid amounts owed to Kajeet. Customer understands and agrees that progress payments, based on percentage of completion and partial delivery of equipment, are acceptable, Under Invoice Option 2, Kajeet will be responsible for invoicing USAC for the funded amount unless Customer elects to proceed without receipt of a Funding Commitment Decision letter from USAC, in such event, Customer shall be liable for the full quoted amount under Invoice Option 6.2 1. USAC Invoice. USAC shall not be invoiced prior to July 1st of the applicable calendar year. If Customer elects to take delivery after April 1 of the applicable calendar year, but prior to receipt of a Funding Commitment Decision letter from USAC, then Customer shall be liable for all amounts owed and agrees to pay any amounts then due to Kajeet and invoice USAC utilizing FCC Form 472 (Billed Entity Application for Reimbursement), Warranties. 7.1 Competitive Bidding. Customer represents and warrants that it has conducted a competitive bidding process in compliance for all E-rate Services provided under this Agreement and has selected Kajeet based on the most cost-effective service offering, as required by E-rate program rules. 7.2 Services Warranty -the Network Guarantee. Kajeet warrants that; (i) during the first thirty (30) days following Customer's receipt of a shipment of Devices, Customer may request, and Kajeet shall, at its option, replace each Device with a Similar Device and/or change the Cellular Access to another Supported Carrier, for up to the entire quantity of Devices within that shipment, if the requested Devices are experiencing Poor Network Coverage; and (ii) after the first thirty (30) day period but during the Service Term, Customer may request, and Kajeet shall, at its option, replace each Device with a Similar Device and/or change the Cellular Access to another Supported Carrier, for up to 10% of Customer's deployed Devices each calendar year if the requested Devices are experiencing Poor Network Coverage. "Poor Network Coverage" means that the applicable Device demonstrates, more than 50% of the time, measured over a 5 day period or more, no service or one bar of coverage from the Supported Carrier. "Similar Device" means a new or refurbished Device that is, at the time of the replacement, currently sold by Kajeet and has the same or better Specifications as the Device being replaced, In the event that an upgrade to a higher -tier Device is required, Kajeet will apply a full credit of the original price paid toward the upgrade provided that Customer pays the difference in price. Only Devices that demonstrate Poor Network Coverage will be replaced and/or moved to another Supported Carrier. Use of multiple Supported Carriers does not adversely affect the ability to manage and administer of all Devices using Sentinel. 7,3 Other Services Warranty. During the Service Term the Services will be provided in accordance with the Specifications. For all Services set forth in Addendums, the warranties, if any, shall be as set forth in the applicable Addendum. 7.4 SIM Card Warranty. Kajeet warrants that all SIM cards will conform to the SIM card Specifications set forth in the appropriate Ordering Document and shall be free from material defects for a period of one (1) year from the activation date of the SIM card (the "SIM Card Warranty Period"), Kajeet shall ship to Customer a replacement SIM card for each defective card within 2 business days following notification of defect within the SIM Card Warranty Period. While Kajeet normally does not require the return of a defective SIM card, Kajeet reserves the right to request the return of the defective SIM card, at Kajeets expense. 7.5 Device Warranties. Kajeet shall pass through to Customer the warranties provided by the manufacturers of the Devices that Kajeet resells to Customer. Customer shall address all warranty issues directly through Kajeet. 7.6 RMA Process. Prior to returning any Device to Kajeet for repairs, replacement, or under the Network Guarantee, Customer must obtain a Return Merchandise Authorization number ("RMA#") at support.kajeet.com, or calling or emailing the Kajeet Support Team. All Network Guarantee warranty requests must include Device information and performance metrics demonstrating Poor Network Coverage. In addition to providing an RMA#, Kajeet shall provide the ship -to address for the returned Device. Devices shipped to Kajeet without an RMA# will be returned to Customer at Customer's expense. After repairing or replacing the Device, Kajeet shall pay all shipping and freight charges, FOB Kajeet's offices, to return the Devices back to Customer unless (i) Customer has sent a Device to Kajeet that is out of warranty; or (ii) the Device is in working condition and not in need of repair; or (iii) the Device was sent without an RMA#, in which case Customer agrees to reimburse Kajeet for all shipping and freight charges. Customer acknowledges that it is solely responsible for backing -up and safeguarding any data stored on the Device at all times including before shipment to Kajeet. Kajeet Master Services Agreement (E-Rate) Ver.41114 Rev. November 14, 2024 Pargea 7.7 Extended Warranties. Kajeet may, from time -to -time, make extended warranties offered by manufacturers available to Customer ("Kajeet Extended Warranty"). If an extended warranty is offered to Customer and Customer is willing to enter into the Kajeet Extended Warranty and pays for same then the price for the extended warranty shall be reflected on the applicable Ordering Document and the terms and conditions of the extended warranty shall be included in the Ordering Document or otherwise made available to Customer. 7.8 DISCLAIMER OF WARRANTY FOR CELLULAR ACCESS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF CELLULAR ACCESS IS AT CUSTOMER'S AND ITS SUBSCRIBERS' SOLE RISK, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELLULAR ACCESS IS PROVIDED "AS IS" AND "AS AVAILABLE" AND KAJEET DOES NOT REPRESENT THAT CELLULAR ACCESS COVERAGE WILL MEET CUSTOMER'S OR ITS SUBSCRIBERS' REQUIREMENTS. KAJEET AND ITS CELLULAR ACCESS SUPPLIERS MAKE NO WARRANTY IN RELATION TO THE AVAILABILITY, SUITABILITY OR MAINTENANCE OF THE OF CELLULAR ACCESS USED BY KAJEET OR ITS SUBSCRIBERS TO TRANSMIT DATA. 7.9 WARRANTY DISCLAIMER. THE FOREGOING WARRANTIES (INCLUDING ANY WARRANTIES SETFORTH IN AN APPLICABLE ORDERING DOCUMENT) ARE IN LIEU OF, AND THE PARTIES EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO NON -INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. KAJEET SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF DEVICES OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. Customer agrees that Kajeet has no warranty obligations due to defects resulting from (i) ordinary wear and tear; (ii) modifications or repairs made by anyone other than Kajeet; and/or (Ili) accident or abuse. Customer's sole remedy for all warranty claims shall be as set forth in this Section 7 and Kajeet's obligation to correct such failures at no charge to Customer. a LIMITATION OF LIABILITIES, 8.1 LIMITATION ON INDIRECT DAMAGES. NEITHER OF THE PARTIES SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, PUNITIVE, CONSEQUENTIAL, ECONOMIC, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, COST OF REPLACEMENT GOODS OR SERVICES, LOST DATA, DAMAGES CAUSED BY DELAYS, OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN ORTHEIR LIKELIHOOD HAS BEEN DISCLOSED TO EITHER PARTY. 8.2 LIMITATION ON DIRECT DAMAGES. BOTH PARTIES SHALL BE LIABLE TO THE OTHER PARTY FOR DIRECT DAMAGES ONLY, IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, (A)THE TOTAL AMOUNTOF SERVICES REVENUE GENERATED UNDER THE APPLICABLE ORDERING DOCUMENT FROM WHICH THE CLAIM AROSE IN THE MOST RECENT TWELVE (12) MONTH PERIOD FROM WHEN THE CLAIM AROSE, OR (B) THE APPLICABLE INSURANCE POLICY LIMIT, IF SUCH CLAIM OR LOSS IS COVERED BY INSURANCE, WHICHEVER IS GREATER, 9 Termination. 9.1 Termination By Either Party. A non -breaching Party may terminate this Agreement for cause by written notice to breaching Party for a material breach of any term of this Agreement that remains uncured thirty (30) days after written notice. In the event of any uncured breach by Customer, then Kajeet may, without any further notice to Customer, take any or all of the following actions: (a) terminate any or all Ordering Documents; (b) suspend the affected Services to which the breach is related, and/or (c) with or without terminating any Ordering Documents, pursue any other remedies available to Kajeet at law or in equity, including, without limitation, the right to accelerate and collect payments for the remainder of then -current Service Term, 9.2 Termination by Kajeet. Kajeet may terminate this Agreement after the initial Service Term if Customer has no active Services with Kajeet for a period of 180 days and, if after notifying Customer, Customer does not activate any Services within 30 days of such notification. 9.3 Termination by Customer Under E-Rate. Customer may terminate an Ordering Document for E-Rate should Customer not receive the applicable E-Rake funding as submitted to USAC via FCC Form 471 (Schools and Libraries Universal Service Description of Services Ordered and Certification). 9.4 Effects of Termination. a) Within 30 days of termination, Kajeet will remove any remaining balances from Kajeet's systems; and b) if requested by Customer in writing within 30 days of termination, Kajeet agrees to export Customer's data within Sentinel on terms and in a format agreed upon in a SOW. c) Kajeet shall invoice Customer for all work performed through termination date of the Ordering Document. 10 Governing Law. This Agreement shall be governed in accordance with federal law, specifically the Telecommunications Act of 1996 and related FCC regulations, and with respect to state law issues, by the laws of the State of California without regard to its conflict of laws provisions. Both parties further agree that Orange County, California shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 11 Publicity. Neither Party shall issue a press release or make any similar public announcement without the other Party's prior written consent to the specific language and intended distribution of such press release or announcement. Notwithstanding the foregoing, the Kajeet Master Services Agreement (E-Rate) Ver. 41114 Rev. November 14, 2024 Page 3 Parties agree to issue a joint press release so that both Parties refer to this in marketing and promotional material. Kajeet may use Customer's name and logo in Kajeet's customer lists which may be posted on Kajeet's website. 12 Privacy Policy. Customer's use of the Services by Subscribers is subject to theterms and conditions of the Kajeet privacy policy setforth at https://www,kajeet.com/privacy-policy-2, 13 FERPA Applicability. Customer hereby designates Kajeet as a "school official" with "legitimate educational interests" in the Customer's educational records, as those terms have been defined under Family Educational Rights and Privacy Act, 20 U,S.C. Section 1232g; 34 C.F.R. Part 99, both as amended and its implementing regulations ("FERPA"). Kajeet agrees to abide by FERPA limitations and requirements imposed upon school officials. 14 Universal Service Act. Kajeet agrees to abide by all terms and conditions of the Telecommunications Act of 1996 as implemented by the Schools and Libraries Division (SLD) of USAC, E-Rate Discount Program in its performance of the Services under this Agreement. Kajeet shall comply with all E-rate program requirements, including maintaining eligibility and submitting necessary certifications to the USAC. Kajeet represents that it holds a valid Service Provider Identification Number (SPIN) with the FCC. 15 Miscellaneous Provisions. Afailure or delay of either Party to this Agreement to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions. In the event that any provision of this Agreement shall be held to be invalid, the remaining provisions of this Agreement shall be unimpaired and the invalid provisions shall be replaced by a mutually acceptable provision. The Parties agree that where the context of any provision indicates an intent that it shall survive the termination of this Agreement, then it shall so survive. There are no intended third party beneficiaries of any provision of this Agreement. This Agreement (including the applicable Addendums, Ordering Documents, and Specifications) constitutes.the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements and representations, whether oral or written and whetheror not executed bythe Parties This Agreement may be signed in multiple counterparts and delivered by electronic means. All notices required hereundershall be in writing and transmitted to the address for each Party as set forth in the Cover Page to this Agreement. Notices shall be effective upon the date of confirmed delivery or at such time as delivery is refused by the addressee upon presentation. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions. 16 Growth Clause: In the event that City of Santa Ana requests to purchase additional equipment units and/ orservice, and provided that the equipment and/or service remains unchanged in all material respects, Kajeet warrants that it will match the prices outlined in the Included Cost Proposal. Payment of invoices that represent additional equipment and/ or services will be the responsibility of the customer and due 30 days from the date of the invoice. 17 Insurance Requirements: Kajeet shall procure and maintain for the duration of the Agreement, insurance requirements as detailed in Exhibit B, attached hereto and incorporated by reference to this Agreement. EXHIBITS FOLLOW ON NEXT PAGE- Kajeet Master Services Agreement (E-Rate) Ver.41114 Rev. November14, 2024 Page4 SANTA ANA PUBLIC LIBRARY 26 CIVIC CENTER PLZ SANTA ANA, CA 92701-4010 714-647-5250 ATTN: Bryanda Ramirez bramirez@infinitycomm.com Reference; 470 4 250020366 Kajeet SPIN: 143034849 Date: March 21,2025 ka 90 eet, Kajeet SmartSpot WI-Fi Solution for patrons. Fully activated, provisioned, individual kitted and ready to distribute CIPA-compliant filtering for all devices registered on the network, customizable for patron use An AI -based security firewall to protect from the latest cyber threats, proxies and inappropriate content Remote device and data management using the intuitive Sentinel online platform An E-Rate Report Portal in Sentinel with easy to access reports tailored to meet FCC compliance requirements Automatic device usage notifications emailed to E-Rate Administrators with time to avoid deactivation due to inactivity Reporting and Analysis Tools track performance data to ensure program success Technical support for IT Administrators, parents and students SPI billing available One year pricingvalid with option to extend/renew annually upto fiveyears. Option #1: KAJEET UNLIMITED DATA PLAN AND 4G SMARTSPOT DESCRIPTION SKU UNIT UNITCOST QTY TOTALCOST NOTES Library Patron Unlimited Broadband Data Plan LBUNL Month $ 11.99 2400 $ 28,776.00 200 Units x 12 Month KJl SmartSpot with smartSIM (4G) SSKJ1 Each $49.99 20 $ 9,998,00 Sales Tax $ 924.81 TOTALCOST $ 39,698.81 Option #2: K1 1 .. 1 AND SG SMARTSPOT D DATA P SKU UNIT UNITCOST QTY TOTALCOST NOTES DESCRIPTION Library Patron Unlimited Broadband Data Plan LBUNL Month $ 11.99 2400 $ 28,776.00 200 Units x 12 Month KJ1 5G-SA SmartSpot with smartSIM K 155GSA Each $90.00 20 $ 18,000.00 Sales Tax $ 1,665.00 TOTALCOST 1 $ 48,441.00 Kajeet contact: City of Santa Ana Library selects option #1. Grace Peeler gpeeler@kaieet.c_om 240.482.4640 Exhibit A Plan Description Kajeet Library Patron Unlimited Plan are intended for library patron checkout programs only and Customer agrees to adhere to Kajeet standard CIPA-compliant and education content filters, time -of -day access settings, and concurrent Subscriber restrictions. Kajeet Library Patron Unlimited Plan allows libraries to choose the filtering level best suited for their program: STRICT: Consumer streaming media & social network sites restricted. MODERATE: Gaming & sports sites restricted MINIMAL: Threats to security & adult content sites restricted Customer indemnifies and holds Kajeet harmless from any inappropriate content viewed by Subscribers. Kajeet will work with Customer to define appropriate use policies for the Library Patron unlimited plan in the Sentinel platform, where Kajeet default filters, policy controls, and time -of -day settings can be altered to fit the Customer's specific use case. Kajeet Master Services Agreement (E-Rate)- Exhibit A (Plan Descriptions) Ver. 41114 Rev. November 14, 2024 Page 1 SmartBus Installation Addendum This Addendum covers the basic terms for Kajeet's provision of installation services in connection with its SmartBus offering and the Parties agree that this Addendum shall be included by reference in the Agreement. If specified in an Ordering Document, Kajeet, or one of its authorized installation partners, shall perform Kajeet SmartBus Installation in accordance with the Specifications. Unless stated otherwise in an Ordering Document, Customer agrees to a minimum order of five (5) vehicle installations. The Ordering Document shall specify the Customer point of contact to establish shipping and installation schedules as well as all Customer -provided equipment and vehicles. Kajeet shall ship Devices and related equipment to the shipping address set forth in the Ordering Document. Shipping costs are specified in Ordering Documents. Kajeet will provide all materials and labor for the installation at a Customer -provided location, during mutually agreed to hours. Customer agrees to make all Customer -provided equipment and vehicles available, without interruption, during the mutually agreed upon times. If Customer fails to provide timely access to all Customer -provided equipment and vehicles including, but not limited to, "no-shows", excessive wait times, or interruptions where Kajeet technicians are on -site and unable to perform installations or communicate with Customer's designated points of contact, then Kajeet may impose additional fees Including charges to cover additional time and travel expenses incurred by Kajeet based on Kajeet's rates for additional professional services. Customer understands and accepts that Kajeet SmartBus Installation requires drilling into the roof of vehicles. Customer agrees to provide Kajeet with a ladder (as needed) and a covered location to complete installation (as needed for weather). Kajeet shall be responsible for all actions of its authorized installation partners as if the Services were performed by Kajeet. Kajeet Master Services Agreement (E-Rate) - SmartBus Installation Addendum Ver. 41114 Rev. November 14, 2024 Page 3 Kajeet / City of Santa Ana -- Exhibit B Insurance Requirements Kajeet shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, 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 Kajeet, its agents, representatives, or employees. A. 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. Workers' Compensation as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease. If Kajeet 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 Kajeet. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. B. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Kajeet's CGL policy, with respect to any liability arising out of work or operations performed by or on behalf of the Kajeet including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Kajeet's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid underthe terms of any policy which arise from work performed by Kajeet under this Agreement. 3. For any claims related to this contract, Kajeet's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Kajeet'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, 5. Insurance policies required herein shall provide 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 City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. Kajeet J City of Santa Ana — Exhibit B Insurance Requirements 6. Certificate Molder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Library Services Department, 20 Civic Center Plaza, M-75, Santa Ana, CA 92701. The name and location of the project must be included in the Description of Operations section of each certificate. 7. Self -Insured Retentions. Self -insured retentions must be declared to and approved by Customer. Customer may require Kajeet to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 8. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer. 9. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: a. The retroactive date must be shown and must be before the date of the contract. b. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Kajeet must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. 10. Verification of Coverage. Kajeet 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). Failure to obtain the required documents prior to the work beginning shall not waive Kajeet'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. 11. Subcontractors. Kajeet shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. 12. 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. 13. Failure to Maintain Insurance Coverage. If Kajeet, 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 Kajeet resulting from said breach. / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/26/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Maureen Scholz Arthur J. Gallagher Risk Management Services, LLC FAX 8251 Greensboro Drive A/CNNo Ext : 703-790-5770 No : 703-433-1959 ADDRESS: Maureen_Scholz@ajg.com Suite 330 INSURER(S) AFFORDING COVERAGE NAIC # McLean VA 22102 INSURER A: Travelers Indemnity Co of America 25666 INSURED KAJEINC-01 INSURERB: Federal Insurance Company 20281 Kajeet Inc. 7901 Jones Branch Drive, #350 INSURERC: Phoenix Insurance Company 25623 INSURER D : Travelers Casualty and Surety Co of America 31194 McLean VA 22102 INSURER E : Travelers Indemnity Co of America 25666 INSURER F : COVERAGES CERTIFICATE NUMBER: 1063359250 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y H-630-4R122614-PHX-24 10/14/2024 10/14/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR TED PREMISES (Ea oDAMAGE TO ccurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO- JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: D AUTOMOBILE LIABILITY Y Y BA-4R122755-24-15-G 10/14/2024 10/14/2025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY E X UMBRELLA LIAB X OCCUR Y Y CUP-41R122780-24-15 10/14/2024 10/14/2025 EACH OCCURRENCE $ 7,000,000 AGGREGATE $ 7,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ In nnn $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability E&O ZPL81 N449932313 10/14/2024 10/14/2025 Per Occurrence/Deduct $5M/$100,000 A B Cyber 1 st & 3rd Party Commercial Crime ZPL81 N449932313 J06706782 10/14/2024 10/1/2024 10/14/2025 10/1/2025 Per Occurrence Per Occurrence $5M/$100,000 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Retro active date of Professional liability is 10/01/2005. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Company's CGL policy, with respect to any liability arising out of work or operations performed by or on behalf of the Company including materials, parts, equipment, and personnel furnished in connection with such work or operations. Company's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Company under this Agreement. For any claims related to this contract, Company's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cityof Santa Ana Tu Tran D9"1IY,'9" d by Tu Tran ACCORDANCE WITH THE POLICY PROVISIONS. Library Services Agency -Dylan Dario Nguye Dd1ee" 20 Civic Center Plaza M-42 AUTHORIZED REPRESENTATIVE 2025.04.01 Santa Ana CA 92701 n 14:4321-0 00' USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: KAJEINC-01 LOC #: ,CORE) ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, LLC Kajeet Inc. 7901 Jones Branch Drive, #350 POLICY NUMBER McLean VA 22102 CARRIER 4DDITIONAL REMARKS NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE _iAeverability 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. Insurance policies required herein shall provide 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 City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non -Owned Watercraft — 75 Feet Long Or Less B. Who Is An Insured —Unnamed Subsidiaries C. Who Is An Insured — Employees — Supervisory Positions D. Who Is An Insured — Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured — Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional Insured — Broad Form Vendors I. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers J. Blanket Additional Insured —Governmental Entities — Permits Or Authorizations Relating To Premises K. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations L. Medical Payments — Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability —Railroads H. Blanket Additional Insured — Controlling Interest O. Damage To Premises Rented To You PROVISIONS A. NON -OWNED WATERCRAFT — 75 FEET LONG is responsible for the use of a watercraft OR LESS that you do not own that is: 1. The following replaces Paragraph (2) of (1) 75 feet long or less; and Exclusion g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I — property for a charge. COVERAGES — COVERAGE A — BODILY B. WHO IS AN INSURED — UNNAMED INJURY AND PROPERTY DAMAGE SUBSIDIARIES LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II — WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either uses or The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II —Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — EMPLOYEES — SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a co -"employee" while in the course of the co -"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory position. D. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED — LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section II — Who Is An Insured. F. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. G. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contractor agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless 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; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, 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 on behalf of such vendor. Coverage under thi s provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II — WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and K. b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liabi lity for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". L. MEDICAL PAYMENTS— INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. O. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission. CITY OF SANTA ANA Risk Management a division of Human Resources Managing Risk through Awareness and Action AFFIDAVIT OF EXEMPTION FOR WORKERS' COMPENSATION INSURANCE I Guy Abramovitz (Name and Title of Vendor Representative) representative of Kajeet, Inc. ("Representative"), attest that I am an authorized (Consultant/Company Name) possess the authority to legally bind Company. ("Company"), and In my capacity as Representative of Company, I represent and confirm the following, as relates to the agreement between Company and City of Santa Ana, agreement number ("Agreement") to provide Wireless Equipment and Data Plans (Services to be provided under agreement/contract) ("Services"): During the course and scope of Company's agreement with the City of Santa Ana, Company will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if Company should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, Company shall forthwith comply with the provisions and provide proof of workers' compensation coverage immediately. If at any time it is found that Company is not adhering to any and/or all of the statements in this document and does not maintain the minimum professional liability insurance coverage as required in the Agreement, it will be considered a breach of Agreement rendering the Agreement null and void and Company will be fully liable for any and all damages. Signature Guy Abramovitz Print Name CFO Title gabramovitz@kajeet.com Contact Information, i.e., Telephone Number and/or Email Address 3/26/2025 Date WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSANT DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. Affidavit of Exemption for Workers' Compensation Insurance 11.12.2024