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HomeMy WebLinkAboutCIVICPLUS, LLC (4) N-2025-211 CP CIVICPLUS i SURA^1CF Ui; FILE WORK MAY P ROCEP UNTIL 1NSUPRPICE FX°IRES s1r1f?-zz AUG 2,2FivicPlus Master Services Agreement 6' to This Master Services Agreement (this "Agreement") governs all Statements of Work ("SOW") entered into by and (JG� between CivicPlus, LLC ("CivicPlus") and the customer entity identified on the SOW ("Customer"). This Agreement governs the use and provision of any Services purchased by Customer,as described in any signed SOW,and the effective date of this Agreement shall commence on the date of signature of the SOW("Effective Date"). If a SOW has not been executed, then the Effective Date shall be determined as the start date of implementation of any software solution by CivicPlus for Customer. CiviePlus and Customer referred to herein individually as"Party"and jointly as"Parties". Recitals I. WHEREAS, CiviePlus is engaged in the business of developing and providing access to proprietary community engagement and government content, workflow, and general management software solutions, platforms and associated services(the"Services");and II. WHEREAS, Customer wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription for the ongoing use of the Services,as set forth in the SOW,attached hereto as Exhibit A; NOW,THEREFORE,Customer and CivicPlus agree as follows: Agreement Term & Termination 1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Customer, or Services are being provided by CivicPlus to Customer, unless terminated in accordance with this§1 or as otherwise provided in this Agreement(the"Term").Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its discretion, effective immediately upon written notice to the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving notice of such breach. A delinquent Customer account remaining past due for longer than 90 days is a material breach by Customer and is grounds for CiviePlus termination. CivicPlus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's nonpayment. Upon termination for Customer's breach, Customer's right to access or use Customer Data immediately ceases,and CivicPlus shall have no obligation to maintain or forward any Customer Data. 2. Upon termination of this Agreement or any SOW for any reason, (a)the licenses granted for such relevant SOW by §I 1 below will terminate and Customer shall cease all use of the CiviePlus Property and Services associated with the terminated SOW and (b) any amounts owed to CivicPlus for work performed prior to termination shall immediately become due in full and payable. If Customer has paid in advance for the Services,and this Agreement terminates due to material breach of this Agreement by CivicPlus,CivicPlus shall refund Customer a prorated amount of any amount already paid.Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy civicplus.com J 302 South 4!h Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 c3 CIVICPLUS provided in this Agreement or provided in law or equity, CivicPlus shall be entitled to retain any amounts already paid. Sections 7,8, 10, 14, 15, 18, 32-34,40, and 42 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Customer,suspend Customer and any of its Users access to any Service due to a threat to the technical security or technical integrity of the Services. Invoicing & Payment Terms 4. Customer will pay the amounts owed to CivicPlus for the development and implementation of the Customer's Services, as defined in the SOW ("Project Development"), subscription and licensing, and annual hosting, support and maintenance services("Annual Recurring Services")in accordance with the payment schedule set forth on the applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet that is required to be filled out and submitted by Customer(the"Contact Sheet"). Customer shall provide accurate,current and complete information of Customer's legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should change. Upon Customer's request,CivicPlus will mail hard-copy invoices for a$5.00 convenience fee to be added to the mailed invoice. 5. Each SOW will state the amount of days from date of invoice payment is due. Unless otherwise limited by law, a finance charge of 1.5 percent(%)per month or the maximum rate permitted by applicable law,whichever is less,will be added to past due accounts from due date until paid.Payments received will be applied first to finance charges,then to the oldest outstanding invoice(s). If the Customer's account exceeds 60 days past due, support will be discontinued until the Customer's account is made current.If the Customer's account exceeds 90 days past due,CivicPlus may suspend in progress Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access to the Services until the Customer's account is made current.Customer will be given 15 days'notice prior to discontinuation of Services for non-payment. 6. During the performance of Project Development, if Customer requests a change that requires repeated efforts to previously approved work product and such change causes CivicPlus to incur additional expenses(i.e.airline change fees, resource hours, consultant fees, Customer does not show up for scheduled meetings or trainings), Customer agrees to reimburse CivicPlus for such additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and shall only incur those expenses which are approved by Customer. Ownership & Content Responsibility 7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information ("Customer Content") created by CivicPlus on behalf of Customer pursuant to this Agreement. "Customer Content"also includes,without limitation,any elements of text,graphics,images,photos,audio,video,designs,artworks, logos,trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing, transmission,storage,or inputs into any website, software or module in connection with any Services.Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise. 8. Upon completion of the Project Development,Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and civicplus.com 1 302 South 411 Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 CP CIVICPLUS intellectual property ownership or right to use of all Customer Content. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content and that Customer has all rights necessary for CivicPlus to use the Customer Content in connection with providing the Services. Customer agrees that CivicPlus shall not be responsible or liable for the content of messages created by Customer or by Customer's Lasers or end-users who access Service.Notwithstanding the foregoing,CivicPlus retains the right,but not the obligation,to remove any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent,harmful to minors, that advocates racial or ethnic intolerance,intended to advocate or advance computer hacking or cracking,or other material,products or services that violate or encourage conduct that would violate any laws or third- party rights. 9. At any time duringthe term of the applicable SOW,Customer will have the ability to download the Customer Content and export the data that is processed through the Services("Customer Data"),Customer may request CivicPlus to perform the export of Customer Data and provide the Customer Data to Customer in a commonly used format, at any time,for a fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason, whether or not Customer has retrieved or requested the Customer Data, CivicPlus reserves the right to permanently and definitively delete the Customer Content and Customer Data held in the Services thirty(30)days following termination of the applicable SOW. During the thirty(30)day period following termination of the SOW, regardless of the reason for its termination,Customer will not have access to the Services. 10. Intellectual Property in the software or other original works created by or licensed to CivicPlus,including all software source code,documents,and materials used in performing the Services("CivicPlus Property")will remain the property of CivicPlus. CivicPlus Property specifically excludes Customer Content. Customer shall not (i) license, sublicense, sell, resell, reproduce,transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any CivicPlus Property; (iii) create internet "links"to the CivicPlus Property software or "frame"or"mirror"any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third party entities,other than Customer,to use the Services;(iv)reverse engineer,decompile,disassemble or otherwise attempt to obtain the software source code to all or any portion of the Services;(v)make any attempt to gain unauthorized access to the Services and/or any of CivicPlus' systems or networks;or(vi) access any CivicPlus Property in order to:(a)build a competitive product or service,(b)build a product using similar ideas,features,functions or graphics of any CivicPlus Property,or(c)copy any ideas,features,functions or graphics of any CivicPlus Property.The CivicPlus name,the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus,and no right or license is granted to use them outside of the licenses set forth in this Agreement. 11. Provided Customer complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in§10,CivicPlus hereby grants Customer a limited,nontransferable,nonexclusive,non-assignable license to access and use the CivicPlus Property associated with any valid and effective SOW,for the term of the respective SOW. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate business use as intended by the purpose of the Services and not for the purpose of comparing the Services to a competitor or similar product of CivicPlus. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is for their intended purpose only and understands and agrees that any other use shall be considered fraud. 12. All CivicPlus helpful information and user's guides for the Services("Documentation")are maintained and updated electronically by CivicPlus and can be accessed through the CivicPlus "Help Center". CivicPlus does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed. Customer shall not copy,download,distribute,or make derivatives of the Documentation. civicplus.corn 1 302 South 4`1'Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 C;O CIVICPLUS 13. Customer acknowledges that CivicPlus may continually develop,alter,deliver,and provide to the Customer ongoing innovation to the Services, in the form of new features and functional ities. CivicPlus reserves the right to modify the Services from time to time.Any modifications or improvements to the Services listed on the SOW will be provided to the Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the Services ("New Services"), and Customer desires these New Services, then Customer will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. CivicPlus shall use its reasonable best efforts to provide workarounds in the event any modification to the Services causes Customer to lose substantial functionality ofthe Services. 14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the "Feedback"). Customer hereby grants to CivicPlus a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the CivicPlus products and services. Indemnification 15. CivicPlus will defend at its expense or settle any third-party claim against Customer alleging that the Services provided under this Agreement infringe intellectual property rights.CivicPlus will pay infringement claim defense costs, CivicPlus—negotiated settlement amounts, and damages finally awarded by a court. CivicPlus has no obligation for any claim of infringement arising from Customer's use of the Services for purposes not contemplated by this Agreement. CivicPlus's indemnification obligations under this Section 15 are conditioned upon the Customer(i)promptly notifying the CivicPlus of any claim in writing; (ii) cooperating with CivicPlus in the defense of the claim; and (iii) granting CivicPlus sole control of the defense or settlement of the claim.The indemnification obligations of CivicPlus herein shall not apply to any claims of intellectual property infringement related to Customer Content. Responsibilities of the Parties 16. CivicPlus will not be liable for any act, omission of act, negligence or defect in the duality of service of any underlying carrier, licensor or other third-party service provider whose facilities or services are used in furnishing any portion of the Service received by the Customer. 17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Customer or any entity eniployedlcontracted on the Customer's behalf. During Project Development, Customer will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. 18. Customer agrees that it is solely responsible for the end-user's personal data that Customer decides to solicit,collect, store, or otherwise use in connection with any Service provided by CivicPlus. Customer understands and agrees that CivicPlus provides certain solutions with increased security measures for the solicitation and storage of any sensitive data, and it is Customer's responsibility to determine whether the data it solicits and collects should be stored in such solutions. Customer understands and agrees that CivicPlus does not have knowledge or control over what type of data Customer solicits therefore CivicPlus has no responsibility for the use or storage of end-users' personal data in connection with the Services or the consequences of the solicitation,collection,storage,or other use by Customer or by any third party of any personal data.Customer has the sole control and responsibility over the determination of which data and information shall be included in the content that is to be transmitted and stored by CivicPlus. Customer shall not provide to CivicPlus or allow to be provided to CivicPlus any content that(a)infringes or violates any 3rd party's intellectual property rights, civicplus,com 1 302 South 41"Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 CP CIVICKUS rights of publicity or rights of privacy, (b) contains any defamatory material, or(c) violates any federal, state, local, or foreign laws,regulations,or statutes. 19. Customer is responsible for all activity that occurs under Customer's accounts by oron behalf of Customer.Customer agrees to (a) be solely responsible for all designated and authorized individuals chosen by Customer ("User") activity, which must be in accordance with this Agreement and the CiviePlus Terms of Use,(b)be solely responsible for Customer Data;(c)obtain and maintain during the term all necessary consents,agreements and approvals from end-users,individuals or any other third parties for all actual or intended uses of information, data or other content Customer will use in connection with the Services; (d) use commercially reasonable efforts to prevent unauthorized access to, or use of, any User's log-in information and the Services,and notify CivicPlus promptly of any known unauthorized access or use of the foregoing;(e)use commercially reasonable efforts to prevent unauthorized access to or use of the Services and CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use of the Services and/or CivicPlus Property and any loss or theft or unauthorized use of any n User's password or username and/or personal information; and(f) use the Services only in accordance with applicable laws and regulations. 20. The Parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use and provision of any of the Services or CivicPlus Property. 21. CiviePlus shall not be responsible for any actor omission of any third-party vendor or service provider that Customer has selected to integrate any of its Services with. 22, Customer understands that CivicPlus must fastidiously allocate resources across all of its customers and specifically reserves necessary resources for Customer's Project Development. If any professional services, such as consulting or training, purchased by Customer are not used during the Project Development phase solely due to the inaction or unresponsiveness of Customer, then these services shall expire 30 days after completion of Project Development. The Customer may re-schedule any unused professional services during this 30-day period as mutually agreed upon by the Parties. Any professional services that have not been used or rescheduled shall be marked as complete and closed upon the expiration of the 30-day period. Data Security 23. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy Policy. CivicPlus will maintain commercially reasonable administrative, physical, and technical safeguards designed to ,protect the security and confidentiality of Customer Data.CiviePlus will not modify Customer Data or disclose Customer Data,except(a)in order to provide the Services;(b)to prevent or address service or technical problems in connection with support matters;(c)as specifically directed or expressly permitted in writing by Customer, (d) in compliance with our Privacy Policy; or(f) if compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete, suspend, or block known malicious accounts without Customer authorization.Customer understands that CivicPlus has no obligation to provide the Services or maintain the Customer Data, information or other material if Customer's accounts are past due and unpaid as set forth in this Agreement. 24. Customer acknowledges and agrees that CivicPlus utilizes third-party service providers to host and provide the Services and store Customer Data and the protection of such data will be in accordance with such third party's safeguards for the protection and the security and confidentiality of Customer's Data. Notwithstanding anything to the contrary, CivicPlus shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom),and CivicPlus will be free(during and after the term hereof)to use such information and data to improve and enhance the Services and for other development,diagnostic and corrective purposes in connection with the Services and other CivicPlus offerings. civicplus.com 1 302 South 411 Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 CP CIVICPLUS- 25. CivicPlus may offer Customer the ability to use third-party applications in combination with the Services.Any such third-party application will be subject to acceptance by Customer. In connection with any such third-party application agreed to by Customer, Customer acknowledges and agrees that CivicPlus may allow the third-party providers access to Customer Data as required for the interoperation of such third-party application with the Services.The use of a third-party application with the Services may also require Customer to agree to a separate agreement or terms and conditions with the provider of the third-party application,which will govern Customer's use of such third-party application. 26. In the event of a security breach due to the sole negligence,malicious actions,omissions,or misconduct of CivicPlus, CivicPlus,as the data custodian,will comply will all remediation efforts as required by applicable federal and state law. Insurance Requirements CivicPlus 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 CivicPlus, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Technology Professional Liability Errors and Omissions Insurance(E&O): appropriate to the Consultant's profession and work hereunder, with limits not less than$1,000,000 per occurrence and$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the CivicPlus 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 CivicPlus'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 CivicPlus. 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 CivicPlus 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 CivicPlus.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. 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, and agents, are to be added as additional insureds, under CivicPlus's E&O policy, with respect to any liability arising out of work or operations performed by or on behalf of the CivicPlus including materials, parts,equipment, and personnel furnished in connection with such work or operations. 2. CivicPlus'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 CivicPlus under this Agreement, civicplus.com 1 302 South 41'Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 CP C1VICPLUS 3. For any claims related to this contract, CivicPlus'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 CivicPlus'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. Written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium within thirty(30)days. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by Customer. Customer may require CiviePlus to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 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. Verification of Coverage CiviePlus 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) upon request. Failure to obtain the required documents prior to the work beginning shall not waive CivicPlus'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 CiviePlus shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Failure to Maintain Insurance Coverage If CiviePlus, 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 breach of Agreement. Customer, at its sole option, may terminate this Agreement for convenience upon sixty (60)days written notice. CiviePlus Support 27. CiviePlus will use commercially reasonable efforts to perform the Services in a manner consistent with applicable industry standards,including maintaining Services availability 24 hours a day,7 days a week with 99.9%uptime.Customer will have 24/7 access to the online CiviePlus Help Center(civicplus.help)to review use articles, software best practices, receive maintenance release notes,as well as submit and monitor omni-channel support tickets and access solution specific support contact methods(https://www.civieplus.help/he/en-us/requests/new). civicplus.com 1 302 South 01 Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 CP CIVICPLUS' 28. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions concerning use and configuration, to diagnose software code-related errors, and proactively identify potential systems issues.CivicPlus support engineers serve a preliminary function in the agile development process and escalate defects to software developers or architects for remediation.For security purposes,CivicPlus support engineers are not permitted to modify user accounts, and permissions nor distribute access outside of accounts established by means of a support interaction for testing. Customer delegated Users may receive tutorials and guidance on account modifications but will perform the action themselves. 24. CivicPlus support hours span between the hours of 7 am to 7 pm CST, but may vary by product. Customer may access the CiviePlus Help Center(civicplus.help) to obtain each product's support hours.After hours support is available by toll-free phone call only.Non-emergency support requested outside of support hours will be subject to additional fees, such fees will be quoted to Customer at the time of the request and will be subject to Customer acceptance and invoiced the next business day following the non-emergency support. CivicPlus shall have the sole discretion to determine in good faith whether support requests qualify as an emergency,exceed reasonable use or are outside the scope of services outlined in any SOW. 30. If a reported problem cannot be solved during the first support interaction,Customer will be provided a ticket number that will be used as communication method throughout ticket escalation until a solution is provided. Support service does not include support for errors caused by third party products or applications for which CiviePlus is not responsible. Marketing 31. Customer hereby authorizes CivicPlus to include CivicPlus's name and logo inconspicuously within the Customer's instance of the Services. Customer may publicly refer to itself as a customer of the CiviePlus Services, including on Customer's websitc and in sales presentations.Notwithstanding the foregoing,each Party hereby grants the other a limited, worldwide,license to use the other's logo in conformance with such Party's trademark usage guidelines and solely for the purposes of providing the Services. In no event will either Party issue a press release publicly announcing this relationship without the approval of the other Party,such approval not to be unreasonably withheld. Limitation of Liability 32. CivicPlus'liability arising out of or related to this Agreement,or any associated SOW,will not exceed or three times the amount paid by Customer for the Annual Recurring Services in the year prior to such claim of liability. 33. In no event will CivicPlus be liable to Customer for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement. 34. The liabilities limited by Section 32 and 33 apply:(a)to liability for negligence;(b)regardless of the form of action, whether in contract,tort,strict product liability,or otherwise;(e)even if Customer is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and(d)even if Customer's remedies fail of their essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section, CivicPlus' liability will be limited to the maximum extent permissible. Warranties and Disclaimer 35. Each person signing the SOW,or otherwise agreeing to the terms of this Agreement,represents and warrants that he civicpluS.eom 1302 South 41n Street, Suite 500 I Manhattan, KS 66502 1 888-228-2233 CP CIVICPLUS- or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the SOW and this Agreement. Each Party represents and warrants to the other that the execution and delivery of the SOW and the performance of such Party's obligations thereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. Customer represents and warrants that Customer has not provided any false information to gain access to the Service and that Customer's billing information provided on the Contact Sheet is correct;and it has all necessary rights in the Customer Content to permit Customer's use of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other rights of any third parties,violating any applicable laws,or violating the terms of any license or agreement to which it is bound. 36. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals,and free of any material defect.CivicPlus warrants to the Customer that,upon notice given to CivicPlus of any defect in design or fault or improper workmanship,CivicPlus will remedy any such defect.CivicPlus makes no warranty regarding,and will have no responsibility for,any claim arising out of(i)a modification of the Services made by anyone other than CivicPlus, even in a situation where CivicPlus approves of such modification in writing; or (ii) use of the Services in combination with a third-party service,web hosting service,or server not authorized by CivicPlus. 37. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CiviePlus or by third-party providers, or because of other causes beyond CivicPlus's reasonable control, but CivicPlus shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MADE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS AND CIVICPLUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A PRIOR COURSE OF DEALING. 38. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CIVICPLUS TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. Force Majeure 39, No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure,meaning any act of God,storm, pandemic, fire, casualty,unanticipated work stoppage,strike,lockout,labor dispute,civil disturbance,riot,war,national emergency, act of public enemy, internet service provider failure or delay,third party application failure, denial of service attack, or other cause of similar or dissimilar nature beyond its control. Taxes 40. The amounts owed for the Services exclude,and Customer will be responsible for,all sales,use,excise,withholding and any other similar taxes,duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on CivicPlus's income). If the Customer is tax-exempt, the CiviCPIUS.Com � 302 South 4"'Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 CP CIVIULUS1 Customer must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Customer under this Agreement will not be taxed.If such exemption certificate is challenged or held invalid by a taxing authority then Customer agrees to pay for all resulting fines,penalties and expenses. Other Documents 41. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWS, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral,concerning its subject matter.No modification,amendment,or waiver of any provision of this Agreement or any SOW will be effective unless in writing and signed by each Party. However, to the extent of any conflict or inconsistency between the provision in the body of this Agreement and any exhibit,amendment,or addenda hereto or any SOW,the terms of such exhibit,amendment,addenda or SOW will prevail.Notwithstanding any language to the contrary therein,no terms or conditions stated in a Customer purchase order or other order documentation(excluding SOWS) will be incorporated into or form any part of this Agreement, all such terms or conditions will be null and void, unless such term is to refer and agree to this Agreement, Interlocai Purchasing Consent/ Cooperative Purchasing 42. With the prior approval of CivicPlus,which maybe withheld for any or no reason within CivicPlus's sole discretion, this Agreement and any SOW may be extended to any public entity in Customer's home-state to purchase at the SOW prices and specifications in accordance with the terms stated herein. 43. To the extent permitted by law,the terms of this Agreement and set forth in one or more SOW(s)may be extended for use by other local government entities upon execution of a separate agreement,SOW,or other duly signed writing by and between CivicPlus and such entity,setting forth all of the terms and conditions for such use,including applicable fees and billing terms. Miscellaneous Provisions 44. The invalidity or unenforceability, in whole or in part,of any provision of this Agreement shall not void,affect the validity or enforceability of any other provision of this Agreement. 45. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly,according to its terms, in plain English,without constructive presumptions against the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.As used in this Agreement,the word"including"means"including but not limited to." 46. The Parties will use reasonable,good faith efforts to resolve any dispute between them in good faith prior to initiating legal action. 47. This Agreement and any SOW,to the extent signed and delivered by means of a facsimile machine or electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.The Parties agree that an electronic signature is the legal equivalent of its manual signature on this Agreement and any SOW. The Parties agree that no certification authority or other third party verification is necessary to validate its electronic signature and that the lack of such certification of third party verification will not in any way affect the enforceability of the Parties'electronic signature or any resulting agreement between CivicPlus and Customer. civicplus.com 1 302 South 4th Street, Suite 50C I Manhattan, KS 66502 1 888-228-2233 CP CIVICPLUS- 48. Due to the rapidly changing nature of software as a service and digital communications. CiviePlus may unilaterally update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein, CivicPlus will provide Customer with written notice describing such change via email or through its website. Customer's continued use of the Services following such updates constitutes Customer's acceptance of the same. In the event Customer rejects the update to the terms herein,Customer must notify CivicPlus of its objection within ten(10)days receipt of notice of such update. IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF NTA ANA IFER H LVAR NNUNEZ City Cler City Manager APPROVED TO FORM: RECOMMENDED FOR APPROVAL: SONIA R. CARVALHO City Attorney By: TAMARA BOGOSIAN ROBERT RODRIGUEZ Chiefof Police Senior Assistant City Attorney clvicplus.com 1 302 South 41"Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 EXHIBIT A C P Civicpius Statement of Work 302 South 4th St,Suite 500 Quote#: Q-91395-1 Manhattan, KS 66502 Date: 1/23/2025 1:57 PM us Expires On: 5/31/2025 Client: Bill To: City of Santa Ana - Police, CA SANTA ANA CITY, CALIFORNIA SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Brandon Sifrar 1919.338.29761 brandon.sifrar@civicplus.com Net 30 One-times) CITY PRODUCT NAME DESCRIPTION 1.00 NextRequest Standard NextRequest Standard Implementation (Virtual Only) Implementation 1.00 NextRequest External Processor Includes setting CivicPlus Pay configuration, configuring CivicPlus products Implementation - Global for accepting payments, advanced troubleshooting with our partner's Payments Integrated support. Recurring Service(s) CITY PRODUCT NAME DESCRIPTION 1.00 NextRequest Standard NextRequest Standard with up to 10 Admin-Publisher Users and 2TB of Storage 1.00 NextRequest External Processor NextRequest Pay Annual maintenance and support fee Annual Fee- Global Payments Integrated Initial Term 6/1/2025-6/30/2028, Renewal Term 711 each calendar year Initial Term Invoice Schedule Year One Annual Total and Year Two Annual Total ($17,073) invoiced 611/2025. Subsequent Annual Totals invoiced on renewal date. Annual Subscription One Time Fees Annual Total Year One USD 0,00 USD 4,500.00 USD 4,500.00 Year Two USD 12,573.00 USD 12,573.00 Year Three USD 13,201.65 USD 13,201.65 V. PD 05.01.2015-0048 Page 1 of 3 Subtotal USD 30,274,65 Annual Recurring Services Starting Year 4 USD 13,861.73 Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date Annual Uplift 5% to be applied in year 3 This Statement of Work ("SOW') shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legal- stuff(collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW. Please note that this document is a SOW and not an invoice. Upon signing and submitting this SOW, Client will receive the applicable invoice according to the terms of the invoicing schedule outlined herein. V.PD 06.01.2015-0048 Page 2 of 3 Acceptance of Quote#Q-91395-1 The undersigned has read and agrees to the Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date: For CivicPlus Billing Information, please visit https://www.civiqpj-qLcomlveabLi Authorized Client Signature Clviclalus By (please sign)- By lea se s 19 n)'� _C 4 JLI r�a�u rr z 1 ti� S 1 C'�,'l ,rld Printed Name: Printed Name; Amy Vikander Title: Title: SVP of Customer Success Date. Date: 7/15/2025 Organization I egal Name.- Billing Contact: Title: Billing Phone dumber: Billing Email: Billing Address: Mailing Address: (If different from above) PO Number: (Info needed on Invoice(PO or Job#) if required) V.PD 06.01.2015-0048 Page 3 of 3 C;) Addendum to the Agreements by and between CivicPlus, LLC and Santa Ana Police, CA Master Service Agreement and Statement of Work Addendum THIS Master Services Agreement and Statement of Work Addendum ("Addendum") hereby sets forth the (i) additional terms and conditions applicable to the Master Services Agreement, found at: httpsJ/www.civicpIus.helplhclen-uslp/legal-stuff, and/or Statement of Work("Agreements")and/or(ii)amendments to specific provisions of the terms and conditions which exist in the Agreements(collectively, the"Special Terms"),as described below,as agreed upon by C[VIGPIUS and Kenosha County,Wl.The Special Terms shall be deemed to amend,modify,supplement, replace and/or supersede(as applicable)any inconsistent provisions of the Agreements,to the extent of the inconsistency. ALL TERMS AND CONDITIONS OF THE AGREEMENTS NOT EXPRESSLEY MODIFIED HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreements(to which this Addendum is attached and incorporated). 1. ADDITIONAL SECTIONS 49.Insurance Requirements CivicPlus 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 CivicPlus, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Technology Professional Liability Errors and Omissions Insurance(E&O): appropriate to the Consultant's profession and work hereunder, with limits not less than$1,000,000 per occurrence and$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the CivicPlus 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 CivicPlus'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 CivicPlus. 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 CivicPlus 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 CivicPlus.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. 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, and agents, are to be added as additional insureds, under CivicPlus's E&O policy,with respect to any liability arising out of work or operations performed by or on behalf of the CivicPlus including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. CivicPlus'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 CivicPlus under this Agreement. 3. For any claims related to this contract, CivicPlus'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 CIVICPIUS'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. Written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium within thirty(30)days. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement),Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701,The name and location of project must be included in the Description of Operations section of each certificate. 1 Addendum to Master Services Agreement C;) Addendum to the Agreements by and between CivicPlus, LLC and Santa Ana Police, CA Self-Insured Retentions Self-insured retentions must be declared to and approved by Customer Customer may require CivicPlus to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 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 Verification of Coverage CivicPlus 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)upon request. Failure to obtain the required documents prior to the work beginning shall not waive CivicPlus'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 CivicPlus shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Failure to Maintain Insurance Coverage If CivicPlus,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 breach of Agreement. Customer, at its sole option,may terminate this Agreement for convenience upon sixty(60)days written notice. 2. AMENDMENTS The terms and conditions of the Agreement are hereby amended as follows: E RSA§32 CivicPlus` liability arising out of or related to this Agreement, or any associated SOW will not exceed three(3)times the amounts paid by Customer for the A inual Recurring Services in the year prior to such claim of liability. Acceptance IN WITNESS WHEREOF,the Parties have caused this Addendum to be executed by their duly authorized representatives as of the dates below. Customer CivicPlus f./?lti •� e f�!lf�i�2 eY �2 BY: _t Name: Name: Amy Vikander title: Title: SUP of Customer Success G 7/15/2025 Date: Date: 2 Addendum to Master Services Agreement ACC)J?& CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) 7/16/2025 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 confor rights to the certificate holder in lieu of such endorsement(s). PRODUCER CO TACT Tyler Takahashi Alliant Insurance Services, Inc. PHONE FAX 32 Old Slip 29th FI E-MAIL WC,No): New York NY 10005 ADDRESS: T ler.Takahashl alliant.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:National Fire Insurance Com an 20478 INSURED INSIPAR-D2 INSURERS:Continental Insurance Company 35289 R flus, LLC (Refer to Named Insured Schedule) INSURERC:Endurance American Specialty 1 41718 (Refer 302 S 4th St, Ste, 500 INSURER D: Manhattan KS 66502 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1371873911 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 TyrpE,OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR POLICY NUMBER MMIDDIYYYY) JA4MtDDNYYYI LIMITS A X COMMERCIALGENERALLIABILITY Y Y 7092029663 5/17/2025 5/17/2026 EACH OCCURRENC TEDE $1,000,000 DAMAGETO REN CLAIMS-MADE X OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2.000,000 POLICY[K]PECT [5(]LOC PRODUCTS-COMPIOPAGO $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 7092022602 5/17/2025 5/17/2026 Ca 13IdeD1 E ,00 SINGLLIMIT $10,000 X ANY AUTO HODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY Per accident AUTOS O ( } $ NLY AUTOS ILY NU X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY For accident $ B X UMBRELLALIAB X OCCUR 7092030120 5/17/2025 5/17/2026 EACH OCCURRENCE $.5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I X I RETENTION$ $ WORKERS COMPENSATION PER OTH- R Y 7092031056 5/1712025 5/17/2026 X STATUTE ER A AND EMPLOYERS'LIABILITY YIN 7092031056 5l1712D25 511712026 ANYPROPRIETORIPARTNERIEXECUTiVE F.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBEREXCLUI F NIA (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 C Cyberrrech E&O Y Y CT030087537300 5/17/2025 5117/2026 Each Claim Limit $5,000,000 Aggregate Limit $6,000,000 Retention $100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space is required) 14✓�ARtJU ,r✓ The deductibles/Self Insured Retentions are$0 for those policies not specified above. ay Tu Tran Nguyen of 10 13 am,Jul 16 2115 WC-7092032580-CA Tu Tran DigiWi b WC-7092031056-A05 7d Wn w9w N u en DMe:2m5.eai 9 Y 10:11:12.OM City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers is included as Additional Insured with regards to the General Liability and CyberlTech E&O Liability as required by written contract subject to the policy terms and conditions.Coverage is Primary and Non-Contributory with regards to the General Liability as required by written contract subject to the policy terms and conditions.Waiver of Subrogation applies with regards to the General See Attached... 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 Police 60 Civic Center Plaza, AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 O 1988-2015 ACORD CORPORATION. All rights reserved, ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: INSIPAR-02 LOC#: A " ADDITIONAL REMARKS SCHEDULE Page I of f AGENCY NAMED INSURED Alliant Insurance Services,Inc. CivicPlus,LLC (Refer to Named Insured Schedule) POLICY NUMBER 302 S 4th St,Ste'600 Manhattan KS 66502 CARRIER NAIC CGDE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Liability,Cyber/Tech E&O Liability and Workers'Compensation policies as required by written contract subject to the policy terms and conditions.30 days notice of cancellation applies,except non payment of premium which is 10 days,In accordance with the terms and conditions of the policy. i i ACORD 101 (2008I01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Additional Named Insured: Policy#7092029663 Eff Date:05117/25 Exp Date:05/17/26 1 CP PATTI, LLC 2 CP PIK DEBT ISSUER, LLC 3 CVP PLUS, INC 4 NEXTREQUEST LLC 5 CP PATTI PLEDGOR, LLC 6 SEECLICKFIX, LLC 7 CIVICPLUS, LLC 8 ARCHIVESOCIAL, LLC 9 AS LEM TOPCO, INC. 10 MUNICODE LLC 11 CVP INTERMEDIATE, INC 12 AGENDA PAL, LLC 13 MUNICIPAL CODE ONLINE, LLC 7 of 89 2. Optional Extended Reporting Period a. If the Insurer cancels or nonrenews this Policy for reasons other than fraud or non-payment of premium or the Named Insured cancels or nonrenews this Policy, then the Named Insured shall have the right to purchase an optional Extended Reporting Period to immediately follow the end of the Policy Period. b. The right to purchase the optional Extended Reporting Period will lapse unless, within thirty (30) days following the end of the Policy Period, the Insurer receives written notice of the Extended Reporting Period option elected along with payment of the additional premium for such optional Extended Reporting Period, as set forth in the Declarations. c. If purchased, the optional Extended Reporting Period cannot be canceled by the Insured and cannot be canceled by the Insurer,except for non-payment of premium. d. As a condition precedent to the Named Insured's option to elect the optional Extended Reporting Period,any and all premiums and Retentions that are due must have been paid and the Named Insured must have complied with all other terms and conditions of this Policy. e. If the optional Extended Reporting Period is purchased, it shall run concurrently with the automatic Extended Reporting Period. 3. Coverage under any Extended Reporting Period applies only to Claims first made during the Extended Reporting Period, and only for Wrongful Acts, Privacy Events, or Network Security Events actually or allegedly taking place on or after the Retroactive Date and before the end of the Policy Period. Any such Claim will be deemed to have been made during the Policy Period. 4. The Extended Reporting Periods shall be subject to all other terms and conditions of this Policy. III. DEFINITIONS Whether in the singular or plural: Additional Insured means any person or entity that a Company.is required by written contractto add as an Insured to this Policy. Application means all applications, including any written application and all attachments, and all other materials and information provided by or on behalf of the Insured to the Insurer for purposes of underwriting this Policy or any policy of which this Policy is a direct or indirect renewal or replacement. Bodily Injury means physical injury, sickness, disease, or death of any person, and emotional distress or mental anguish arising out of the foregoing. Breach Costs means reasonable and necessary fees, costs, charges, and expenses, charged by a Breach Response Vendor and incurred by the Company within twelve (12) months after a Privacy Event or Network Security Event is Discovered,to: 1. conduct any investigation, including a computer forensic investigation, and analysis of the Insured's Computer System to determine the cause and extent of such Privacy Event or Network Security Event; Endurance American Specialty Insurance Company Page 3 of 30 SPP 20010119 ENDORSEMENT Named Insured: CivicPlus, LLC Policy Number: CT030087537300 Endorsement Endorsement Effective Date: May 17, 2025 Number: 15 12:01 AM Standard Time at the address of the Named Insured as shown in the Declarations. WAIVER OF SUBROGATION PURSUANT TO CONTRACT ENDORSEMENT It is agreed that: Subsection XI.I. Subrogation is amended by the addition of the following; Notwithstanding the foregoing and solely with respect to Loss resulting from a Claim for a Professional Services Wrongful Act, Technology Wrongful Act, or Media Wrongful Act,the Insurer specifically waives its rights of subrogation against any of the Insured's customers or clients, but only to the extent that the Insured agreed pursuant to a written contract, prior to the occurrence of such Professional Services Wrongful Act,Technology Wrongful Act,or Media Wrongful Act,to waive its rights of recovery against such customer or client. a- 41PI4 WJ Authorized Representative This endorsement does not change any other provision of the Policy.The title and any headings in this endorsement are solely for convenience and do not affect its meaning. Policy Form:SPP 20010119 Endurance American Specialty Insurance Company Page 1 of 1 Endorsement Form:SPP 3115 0119 Workers Compensation And Employers Liability Insurance CNAPolicy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 1 i We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others {subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No:WC 7092031056 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date:05/17/2025 Endorsement No: 1 37; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. CNA Workers Compensation And Employers Liability Insurance Policy Endorsement ' BLANKET WAIVER OF OUR ■ RECOVER FROMOTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 3%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-19160-B (11-1997) Policy No:WC 7 92032580 Endorsement Effective Date: 0 5/1 712 024 Endorsement Expiration Date:0511712025 Policy Effective Date:05/17/2025 Endorsement No: 5; Page: 1 of 1 Policy Page: 38 of 55 Underwriting Company! The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ®Copyright CNA All Rights Reserved. Workers Compensation And Employers Liability insurance CNA- Policy Endorsement ' TEXAS WAIVER OF OUR RIGHT TO RECOVER FROMOTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. ❑ Specific Waiver Name of person or organization ® Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3, Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 42 03 04 B (06-2014) Policy No:WC 7092031056 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05117=25 Endorsement No: 127; Page: 1 of 1 Policy Page: 387 of 404 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright 2014 National Council on Compensation Insurance, Inc- All Rights Reserved Workers Compensation And Employers Liability Insurance CNAPolicy Endorsement ' WAIVER OF RECOVER FROMENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No:WC 7092031056 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05117/2025 Endorsement No: 137; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. ��� CN14 PARAMOUNT Additional Insured — Owners, Lessees Or Contractors— Scheduled Person Or Organization This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured E!Lso s Or® anlzatlon s As Required by Written Contract a 0 0 M m f+l A H O h m N M 4 0 M 0 0 O %D Ln N O , N N CS O a 0 CG 20 10 12 19 Policy No; 7092029663 Wage 1 of 2 Endorsement No: 12 Nat 'l Fire Ins Cc of Hartford Effective Date: 0511712025 Insured Name:CIVICPLUS HOLDINGS, LLC Copyright Insurarws services Ofte,Inc.,ME) i 112-3 C/VA CNA PARAMOUNT Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization Locatio s Of Covered OperMillons Information required to complete this Schedule, if not shown above,will be shown In the Declarations. A. Section II — Who Is An Insured is amended to Include as an additional insured the person(s) or organlzation(s) shown in the Schedule, but only with respect to liability for bodily Injury, properly damage or personal and advertising Injury caused, In whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional Insured(s)at the location(s)designated above. However: 1. The insurance afforded to such additional Insured only applies to the extent permitted by law;and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to bodily injury or property damage occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work,on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional Insured(s)at the location of the covered operations has been completed;or 2. That portion of your work out of which the injury or damage arises has boon put to Its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III-W Llmits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional Insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable.limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of Insurance. CG 20 10 12 19 Policy No: 7092029663 Page 2 of 2 Endorsement No: 12 Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copftht Insurance$erftw Ofte,Inc.,2018 -®R- CIII�A►. CILIA PARAMOUNT Additional Insured— Owners, lessees Or Contractors— Completed Operations This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of AddRional Insured her s or Or anWatio s As Required by Written Contract co 0 0 Q w m M a w o 0 m M 0 a m 0 w 0 Ln N O I N N O O CG 20 3712 19 Policy No; 7092029663 Page 1 of 2 Endorsement No: 13 Nat 'l Fire Ins Co of Hartford EffectiveDate: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright Insurance Swims Olffce,[no.,2018 i i C/VA CNA PARAIUIOUNT Additional Insured - Owners, Lessees Or Contractors - Completed Operations Location And Description Of Com feted Operations Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury or property damage caused, in whole or In part, by your work at the location designated and described in the Schedule of this endorsement performed for that additional Insured and included in the products-completed operations hazard. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. B. With respect to the insurance afforded to these additional insureds, the fallowing is added to Section ill—Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional Insured is the amount of insurance: 1. Required by the contract or agreement;or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CIS 20 37 12 19 Policy No: 7092029663 Page 2 of 2 Endorsement No: 13 Nat 'l. Fire Ins Co of Hartford Effective Date: 0 511 7/202 5 Insured Name: CIVICPLUS HOLDINGS, LLC GapyrWfl Insurance ServMss Office,Inc„201a CNA CNe4 PARAMOUNT Technology General Liability Extension Endorsement It Is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. AddittonalInsureds m 2. Addlitional Insured-Primary And Non-Contributory To Additional Insured's Insurance O co 6. Bodily Injury—Expanded.Definition 0 In 4. Broad Knowledge of Occurrence/Notice of Occurrence rn 6. Broad Named Insured 0 6. Estates,Legal Representatives and Spouses N 7.. Expected Or Intended Injury—Exception for Reasonable Force rn Q S. In Rem Actions 9. Incidental Health Care M®llpractice Coverage 10. Joint Ventures/Partnershipll..lmited Liability Companies 1 Damage To Legal Liability—Dama To Premises C) 12. Medical Payments 0 13. Non-owned Aircraft Coverage N 14. Non-owned Watercraft O 16. Personal And Advertising Injury—Discriminallon or Humiliation a 16. Personal And Advertising Injury-Limited Contractual Liability 17. Property Damage-Elevators 18. Supplementary PaymetMs 19. Property Damage—Patterns,Molds and Dies 24. tlnlntentlonal Failure To Disclose Hazards 21. Waiver of Subrogatlon—Blanket CNA74872XX(i-15) Policy No: 7092029663 Page 1 of 14 Endorsement No: 9 Nat 'l Fire Ins Co of Hartford Effective Date: 0 5/1 7120 2 5 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNAA All Flights Flasenred, Includes copyrighted materlai of Insurance Services Office,Inc.,with Its permlmlon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED Is amended to include as an Insured any person or organization described In paragraphs A.through K.below whom a Named Insured is required to add as an additional Insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) Is currently in effect or becomes effective during the term of this Coverage Part;and (2) was executed prior to: (a) the bodily injury or property damage;or (b) the offense that caused the personal and advertising Injury, for which such additional Insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement;or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily Injury,properly damage or personal and advertising Injury arising out of: 1. such person or organizations financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on behalf of,or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-awned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily Injury, property damage or personal and advertising Injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equfpmerd Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX(1-16) Pollcy No: 7092029663 Page 2 of 14 Endorsement No: 1 n Nat 'Z Fire ins Co of Hartford Effective Date: 0511712026 Insured Name- civicPLus )~MOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted materlal of Insurance Ber0m ORtse,Inc.,Nlhh Its perndsolon. I CNA CNN PARAMOUNT "technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily Injury, properly damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily Injury, properly damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on behalf of,or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but 4 only with respect to liability for bodily Injury,property damage or personal and advertising injury arising out of Co the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily Injury or property damage,or the offense giving rise to such personal and advertising Injury, takes place prior to the termination of.such lease. The coverage granted by this o paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of,or for such additional insured. N m a. Mortgagee,Assignee or Receiver Ca A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily Injury, property damage or personal and advertising Injury arising out of the Named Insured's ownership, maintenance,or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by,on;behalf of,or for such additional insured. a H. State or Govemmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily Injury,property damage or3personal and advertising Injury arising out of: Vq 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which Cn this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults,street banners,or decorations and similar exposures; or b. the construction, erection, or removal of elevators;or c. the ownership, maintenance or use of any elevators covered by this insurance;or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury,propwity damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision;or b. Bodily Injury or property damage Included within the producls-completed operations hazard. With respect to this provision's requirement that additional Insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requlres the Named Insured to add the governmental entity as an additional insured. CNA74872XX(1-15) Policy No: 7092029663 Page 3 of 14 Endorsement No: 1.0 Nat 'l Fire Ins Co of Hartford Effective Date: 05/1712025 Insured Name:CIVICPLUS HOLDINGS, LLC Copyright CNA All Flights Reserved. Includes copyrtghted materiel of insurance Servlaes Office,Inc.,with Its perrrissim. ls . CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lassor 1. With respect to a Named Insured's participation In a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to Include as an additional Insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury caused by: a. the Named Insured's acts or omissions;or b. the acts or omissions of those acting on the Named Insured's behalf, In the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily Injury or properly damage included within the products-comps operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business,provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily Injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; 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; a. any failure to make any inspections, adjustments,tests or servicing that such person or organization 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; L demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container,part or Ingredient of any other thing or substance by or for such person or organization; or h. bodily Injury or property damage arising out of the sole negligence of such person or organization for Its own acts or omissions or those of its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.or f.above; or (2) such Inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured 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 Paragraph J.does not apply to any insured person.or organization,from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX(1-16) Policy No: 7092029663 Page 4 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name, CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Resarved. Includes copyrighted material of Insurance Bandass office,Inc.,with Its permleslon. i AM CNA PARAMOUNT Technology General Liability Extension Endorsement 9. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional Insured by endorsement to this Coverage Pert; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part;nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Orgenizatjon 1 Your Work Any person or organization, who is not an additional insured under Paragraphs A. through J. above. Such additional Insured Is an lnsyrsd solely for bodily Injury, propeirty damage or personal and advertising injury 0 for which such additional insured Is liable because of the Named Insured's acts or omissions. 0 CDThe coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverer Part;nor H h 2. for bodily Injury or prop"damage included within the products-completed operations hazard except to the extent all of the follo mg apply: N a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named insured to provide the additional Insured such coverage;and c. the bodily Injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. Q 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSUREDS INSURANCE 44 ° A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended N to add the following paragraph: Q if the Named Insured has ggreed in writing In a contract or agreement that this insurance is primary and non - N contributory relative to an additional Insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional Insured's own a insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional Insureds pursuant to paragraph I.K. of this endorsement,the following sentence is added to the paragraph above. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. S. BODILY INJURY—EXPANDWDEFINITION Under DEFINITIONS,the definition of badly Injury is deleted and replaced by the following: Bodily Injury means physical injury, sickness or disease sustained by a person, Including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical Injury,sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF-OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence,Offense,Claim or Suit Condition Is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX(1-15) Policy No: 7092029663 Page 6 of 14 Endorsement No: 10 Nat 'l. Fire Ins Co of Hartford Effective Date: 06/17/2025 Insured Name: CIV'ICPLUS HOLDINGS, LLC copyright CNA All Rights Roserved. Includes copyrighted material or insurance Services dfllce,Inc.,vAh Its permission. C/VA ONA PARAMOUNT Technology General Liability Extension Endorsement The Named insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim Is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured falls to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily Injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence,offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3. Pursuant to the limitations described In Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part;or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability Insurance, whether primary, contributory,excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of Its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture;or (b) any organization for which coverage Is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES 1 PARTNERSHIP ! LIMITED LIABILITY COMPANIES provision, management control means: A. owning Interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation,or the members of the management board of a limited liability company;or B. having the right, pursuant to a written trust agreement, to protect, control the use of,encumber or transfer or sell property held by a trust. 4. With respect to organizations which quality as Named Insureds by virtue of Paragraph 3. above, this Insurance does not applyto: a. bodily Injury or property damage that first occurred prior to the date of management control, or that first occurs after.management control ceases;nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA74872)0((1-15) Policy No: 7092029663 Page 6 of 14 Endorsement No: 10 Nat '1 Fire. zns Co of Hartford Effective Date: 05l1712025 Insured Name:CIVICPLUS .HOLDINGS, LLC Copyright CNA All Rights Reserved. Indudes eopyrlghW material of Insurance Services Office,Inc.,vAth Its permission, CAA CNA PARAMOUNT Technology General Liability Extension Endorsement 9. ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership co Named Insureds are Insureds with respect to such spouses'acts, errors or omissions In the conduct of the Named 0 Insured's business. 0 7. EXPECTED OR INTENDED INJURY-EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Q Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: H This insurance does not apply to: Expected or Intended Injury Bodily Injury or property damage expected or intended from the standpoint of the Insured, This exclusion does not apply to bodily Injury or properly damage resulting from the use of reasonable force to protect persons or property. & IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated In the same manner as trough the action were in personam against the Named Insured. 4 ° 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE LO Q Solely with respect to bodily Injury that arises out of a health cars Incident: N A. Under COVERAGES,Cow"ge A—Bodily Injury And Property Damage Liability,the Insuring Agreement Is a amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following- b. This insurance applies to bodily Injury provided that the professional health care services are incidental to the Named Insured's primary business purpose,and only If: (1) such bodily Injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily Injury first occurs during the policy period. All bodily Injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled E=Iuslons is amended to: t. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health cars Incident Is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). Ill. delete the exclusion entitled Contractual Liability and replace It with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 7092029663 Page 7 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: 05117/2025 Insured Name: CIV'ICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance servlos office,Inc.,with Its permleslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. Ill. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an Individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest,criminal or malicious act,error or omission. Medk:areAlAedicald Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care Incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. add the following definitions: Health care Incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; 1. Speech therapist; 1. Other allied health professional;or Profesalonal health care services does not include any services rendered In connection with human clinical trials or product testing. CNA74872XX(1-15) Policy No: 7092029663 Page 8 of 14 Endorsement No: 10 Nat'l Fire Ins Co of Hartford Effective Date: 06/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. includes copyrighted material of Insurance Services Office,inc.,with Ite permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement il. delete the definition of occurrence and replace It with the following: occurrence means a hoatth care Incident.All acts, errors or omissions that are logically connected by any common fact,circumstance,situation,transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily Injury to a co-employes while in the course of the co-employess employment by the LD Named Insured or while perlorming duties related to the conduct of the Named Insured's CD business;and cc (2) bodily Injury to a volunteer worker while performing duties related to the conduct of the A Named Insiured's business; PQ o when such bodily Injury arises out of a health care Incident. tn H • the Named Insured's volunteer workers are Insureds with respect to- rn (1) bodily injuiryy to a co-volunteer worker while performing duties related to the conduct of the Named InsUred's business; and (2) bodily Injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; M when such bodily Injury arises out of a health cars incident. o b. delete Subparagraphs(a),(b),(c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED. N c. add the following: Insured does not Include any physician while acting in his or her capacity as such. rq D. The Other Insurance condition is amended to delete Paragraph b.(1) In its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, It is excess over any other insurance, self Insurance or risk transfer Instrument, whethet primary, excess, contingent or on any other basis, except for insurance purchased specliically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace It with the following: 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;nor • the conduct of a current or past limited liability company In which a Named Insured's Interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX(1-15) Policy No: 7092029663 Page 9 of 14 Endorsement No: 10 Nat'l Fire Ins co of Hart:fiord Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Capydght GNA All Rights Reserved, Includes oopyrlghted matatlal of insurance 8ervtcas WOO,Inc„with Its permissfor 1 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest In such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising Injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense,first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date;and c. there is no other valid and collectible Insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (S) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions Is amended to delete its last paragraph and replace it with the following: Exclusions c.through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6.(the Damage To Premises Rented To You Limit)and replace it with the following: 6. Subject to Paragraph'6.above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner;and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit Is$500,000, unless a higher Damage to Premises Rented to You Limit Is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1 xaXIQ,and replace it with the following: (IQ That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care,custody or control; E. This Provision 11.does not apply if liability tar damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. GNA74872XX(1-15) Policy No: 7092029663 Page 10 of 14 Endorsement No: 10 Nat 'l Fire Ina Co of Hartford Effective Date: 06/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Ngfits Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with He pera lon. CNA GNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph S. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C—Medical Payments for all medical expenses because of bodlly Injury sustained by any one person. The Medical Expense Limit Is the greater of: (1) $15,000 unless a different amount is shown here: ;or co (2) the amount shown in the.Dadarations for Medical Expense Limit. rn CD B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace co Paragraph 1.a.(3xb)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 0 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily injury and Property Damage Liability, the paragraph entitled m Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate Issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; Q 2. the aircraft is rented with a trained,paid crew to the Named Insured;and ° 8. the aircraft Is not being used to carry persons or property for a charge. M Ln 14. NON-OWNED WATERCRAFT N Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that Is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 16. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS,the definition of personal and advertising Injury is amended to add the following tort: • Discrimination or humiliation that results In Injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions Is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Anothsr and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Pollcy No: 7092029663 Page 11 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name:CIVICPLUS HOriDING5, LLC Copydght CNA All RUM Maerved. Includes copyrighted material of tnaurance Senrfcee offlos,Inc.,with Its permission. t CNA CNA PARAMOUNT Technology General Liabllity Extension Endorsement Knowing Violation of Rights of Another Personal and advertising Injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would Inflict personal and advertising Injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured;or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured Is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured, Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1.ADDITIONAL INSURED of this endorsement;or • attachment of an additional Insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Conhactual Liability and replace it with the following: This Insurance does not apply to: Contractual Liability Personal and advertising Injury for which the Insured has assumed liability In a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have In the absence of the contract or agreement;or (2) assumed In a contract or agreement that is an insured contract provided the offense that caused such personal or advertising Injury first occurred subsequent to the execution of such Insured contract, Solely for the purpose of liability assumed in an insured contract, reasonable attorney foes and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising Injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such Insured contract;and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX(I A 5) Policy No: 7 09 2029663 Page 12 of 14 Endorsement No: in Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All nights Reserved, Includes copyrighted rraterlel or insurance Services Ofgae,Inc.,with Its permission. CNA Ch1A PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of Insured contract In its entirety,and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising Injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law In the absence of any contract or agreement. C. Solely for the purpose of the,coverage provided by this paragraph,the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: co 1. Paragraph 2.d.Is replaced by the following: d. The allegations In the suit and the Information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the Interests of the �+ Indemnitee; 0 2. The first unnumbered paragraph beneath Paragraph 21(2)(b)is deleted and replaced by the following: So long as the above conditions are met, attorneys fees Incurred by the Insurer in the defense of that indemnites,necessary litigation expenses Incurred by the Insurer, and necessary litigation expenses incurred Q by the Indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Indorsement),such payments will not be deemed to be damages for personal and advertising Injury and will not reduce the limits of Insurance. D. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply M if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this W Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS LO CD A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled N Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4)and(6)of the Damage to Property Exclusion do not apply to properly damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Olther Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other Insurance, whether primary, excess, contingent or on any other basis that Is Property Insurance covering property of others damaged from the use of elevators, 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b.Is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a$5,000. limit;and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000.limit. 19. PROPERTY DAMAGE-PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs(3)and(4)of the Exclusion entitled Damage to Property, but only with respect to patterns,molds or dies that are in the care,custody or control of the Insured,and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of Insurance of$25,000 per policy period applies to this PROPERTY DAMAGE-PATTERNS MOLDS AND DIES coverage,and this limit: CNA74872XX(1-15) Policy No: 7092029663 Page 13 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: 05117/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All fthta Maenred. Includes copyrighted material,of Insurance semces otftoe,Inc.,vAlh Its permisslon. CMA CNA PARAMOUNT Technology General Liability Extenslon Endorsement A. is Included within the General Aggregate Limit as described in LIMITS OF INSURANCE;and B. applies excess over any valid and collectible property insurance available to the Irisurod, Including any deductible applicable to such Insurance;the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage part because of such failure. 21. WAIVER OF SUBROGATION-BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following; The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations;or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part;and 2. was executed prior to the bodily injury, property damage or personal and advertising Injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and Is for attachment to the Policy Issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective data is shown below, and expires concurrently with said Policy. GNA74872XX(1-15) Policy No: 7092029663 Page 14 of 1.4 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford effective Dale: 05/17/2025 Insured Name: CIVICPLUS Hoimiws, LLc Copyright CNA All Flights Reserved. Includes copyrighted material of Insurance 5ervlces Office,Inc.,with Its parmisslon.