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JOB MACHINE, INC.
INSURANCE NOT ON FILE FORK MAY NOT-PROM D N-2026-229 CITY CLERIC PATE: AUG 2 7 20�6 0•.UA 0 JOB MACHINE ORDER FORM s S k�5KV 0 Customer: Santa Ana Work Center Contact:Carlos De La Riva Address: 801 W Civic Center Dr Ste 200 Phone: 714 565-2600 Santa Ana, CA 92701 E-Mail: CDelariva santa-ana.or Reference This Order t~orm(this"Order Form")is entered into between Job Machine,Inc.,a Delaware corporation.("Job Machine")and the Customer named above,to be effective as of the date of the latest signature below(the "Effective Date"). i This Order Form incorporates and is governed by the Job Machine Platform and Service Terms(the"General Terms"), attached hereto and together with this Order Form and Exhibit A,the"Agreement').All capitalized terms not defined herein have the meanings set forth in the General Terms.In the case of any conflict between this Order Form and the General Terms,this Order Form prevails, Programs and Fees Customer agrees to purchase 25 prepaid Job Machine Starter activations under the terms set forth below,for total prepaid fees of$5,000.Each activation includes Tokens allocated to the Candidate's Job Search,consistent with the token system defined in the General Terms. Candidate packages are billable upon Activation of the applicable Job Search,There are no monthly caps or usage restrictions on prepaid activations;Customer may deploy activations at any pace. Description Terms Selected Package Job Machine Starter Prepaid Activations 25 Per-Activation Rate $200 per 2articipant Total Prepaid Fees $5,000 Not-To-Exceed(NTE)Amount $5,000 Payment Terms Net 30 from invoice date 3 Not-To-Exceed Budget Cap Notwithstanding anything to the contrary in the General Terms,total fees payable by Customer under this Order Form shall not exceed$5,000(the"NTE Amount").The$5,000 prepaid block covers 25 activations at the Job Machine Starter rate of$200 per participant,Job Machine will not activate Candidates beyond the 25 prepaid activations,and will not bill Customer any amount exceeding the NTE Amount,unless and until Customer requests additional activations in writing(for which email to Customer's Job Machine contact is sufficient). If Customer requests additional activations in writing(for example,by instructing Job Machine to"send us more people"or words to similar effect),Customer authorizes Job Machine to activate Candidates beyond the prepaid block,and such additional activations will be billed at the standard Job Machine Starter rate of$200 per participant on a consumption basis,invoiced weekly with payment terms of Net 30, as set forth in the General Terms.Customer may instead request a new not-to-exceed order form to establish a further prepaid block and budget cap,in which case the terms of that order form will govern the additional activations.Absent such a request for a new not-to- exceed order form,additional activations beyond the prepaid block proceed on the standard per-activation consumption basis described above. a Payment Total prepaid fees of$5,000 are payable within thirty(30)days of the invoice date.Job Machine will issue an invoice upon execution of this Order Form.All other payment provisions, including late payment interest,collection costs,and suspension rights,remain as set forth in Section 5 of the General Terms, Insurance Job Machine shall procure and maintain, for the duration of this Order Form,the insurance coverage and endorsements set forth in Exhibit A(Insurance Requirements),attached hereto and incorporated by reference.Upon Customer's request,Job Machine shall furnish certificates of insurance and required endorsements evidencing such coverage. Term This Order Form is effective as of the Effective Date and shall remain in effect until the later of(a)consumption of all 25 prepaid activations and(b)twelve(12)months from the Effective Date;provided that if Customer has requested additional activations on a consumption basis as described under"Not-To-Exceed Budget Cap"above, this Order Form shall continue in effect with respect to such ongoing activations until terminated in accordance with the General Terms.Any prepaid activations not consumed within twelve(12)months of the Effective Date shall expire,and no refund or credit shall be due for any expired activations. Entire Agreement This Order Form,together with the General Terms and Exhibit A,constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,and representations,both written and oral. JOB MACHINE,INC. BY _........—� r14 'Name: n a �' Title: �— Q Date: ATTEST: CITY ANTA AN x� { Hall Alvaro Nunez City C erk City Manager i 3 APPROVED AS TO FORM: SONIA R, CARVALHO RECOMMENDED FOR APPROVAL: City Attorney B 0 Y: Andrea N.Garcia Sylvia Vazquez Senior Assistant City Attorney Acting Executive Director Community Development Agency i I EXMBIT A INSURANCE REQUIREMENTS i Job Machine shall procure and maintain fur the duration of the contract insurance against claims for security breaches,system failures,injuries to persons,damages to software,damages to property(including computer equipment),theft,or other misuse of Customer's data, infringement of intellectual property,invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Job Machine, its agents,representatives,or employees. j MINIMUM,SCOPE AND LIMIT OF 1NSURANCL Coverage shall be at least as broad as: 1. Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering COL on an 3 "occurrence"basis,including products and completed operations,property damage,bodily injury and personal& advertising injury with limits no less than$1,000,000 per occurrence and$2,000,000 general aggregate. 2. Cyber Liability(QL):insurance,with limits not less than$2,000,000 per occurrence or claim and$2,000,000 aggregate.Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Job Machine in this agreement and shall include,but not be limited to, claims involving security breach,system failure, ! data recovery,business interruption,cyber extortion,social engineering, infringement of intellectual property, including but not limited to infringement of copyright,trademark,trade dress,invasion of privacy violations, ` information theft,and release of private information,The policy shalt provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 3.Technology Professional Liability-Errors and Omissions Insurance(E&O):appropriate to the Job Machine's profession and work hereunder,with limits not less than$2,000,000 per occurrence and$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Job Machine 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 Job Machine'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 j information"property"of Customer in the care,custody, or control of Job Machine. I I If Job Machine maintains broader coverage and/or higher limits than the minimums shown above for any line of j coverage,Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Job i Machine.Any available insurance proceeds in excess of the specified minimum ilmits of insurance and coverage i shall be available to Customer. i Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: j 1. City of Santa Ana,its City Council,its officers,officials, employees,agents,and volunteers are to be covered as additional insureds,under Job Machine's CGL policy,with respect to any liability arising out of work or operations performed by or on behalf of the Job Machine including materials,parts,equipment,and personnel furnished in connection with such work or operations. 2. Job M.nhine's Insurance companies agree to waive all rights of subrogation against City of Santa Ana,its City Council,its©fficers,officials,employees,agents,and volunteers for losses paid under the terms of Job Machine's CGL and CL policies which arise fi•om work performed by Job Machine under this Agreement. 3.For any claims related to this contract,Job Machine'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. E 4.A severability of interest provision must apply for all the additional insureds, ensuring that Jab Machine's insurance shall apply separately to each insured against whom a claim is made or suit is brought,except with respect E to the insurer's limits of liability. i {I� { 3 E 5. Insurance policies required herein shall provide that coverage shall not be canceled,suspended,voided,reduced in coverage or in limits,non-renewed by the carrier,or materially changed except after thirty(30)days prior written .,. notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium, 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 Detentions 3 Self insured retentions must be declared to and approved by Customer. Customer may require Job Machine 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, i CIaims Made Policies � If any of the required policies provide coverage on a claims-made basis; 1.The retroactive date must be shown and must be before the date of the contract. E I 2. Insmance must be maintained and evidence of insurance must be provided for at least three(3)years after completion of work. ! I 3.If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Job Machine must purchase"extended reporting"coverage for a minimum of three(3)years after completion of work. Verification of Coverage Job Machine shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause).Failure to obtain the required documents prior to the work beginning shall not waive Job Machine's obligation to provide j them. Customer reserves the right to require complete,certified copies of all required insurance policies,including i endorsemonts required by these specifications,at any time. j Subcontractors i Job Machine shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, E Special Risks or Circumstances Customer reserves the right to modify these requirements,including limits,based on the nature of the risk,prior experience,insurer,coverage,or other special circumstances. Failure to Maintain Insurance Coverage If Job Machine,for any reason,fails to maintain insurance coverage,which is required pursuant to this Agreement, for the entire term of this contract,the sarne shall be deemed a material breach of Agreement. Customer,at its sole option,may terminate this Agreement at any time and obtain damages from Job Machine resulting from said breach. I i 1 i 1 I i i i JOB MACHINE PLATFORM AND SERVICE TERMS 1, Definitions. (a) "Activation"means,with respect to a Job Search,the point at which Job Machine begins actively delivering Services under that Job Search, marked by Job Machine initiating services on the Candidate's behalf, such as applying to the first job under that Job Search. A Candidate is considered ,s „ rm" means the Job Machine activated upon the Activation of that Candidate's first Job Search. Platfa rn a s � software-as-a-service and associated Services. i (b) "Aggregated Statistics" means data and information related to Customer's use of the Platform that is used by Job Machine in an aggregate and anottynaized manner,including to compile statistical and performance information related to the provision and operation of the platform. (c) "Authorized User" .means Customer's employees, consultants, contractors, agents, and Candidates (i)who are authorized by Customer to access and use the Platform under the rights granted to I Customer pursuant to this Agreement and(ii) for whom access to the Platform has been purchased hereunder. (d) "Candidate" means any client of Customer having started being onboarded onto the Platform. I (e) A°,Job Search"means the primary Service that Job Machine provides to a Candidate and ! the container of record within the Platform in which all Services rendered to that Candidate are delivered and rnaintairied. A Job Search comprises all Services rendered to a specific Candidate during a specified period and under a specified set of job search criteria, A Candidate may have one or more Job Searches,and each Job Search is associated with a single Candidate.Tokens purchased by Customer are allocated to a single Job Search. Tokens may be applied only to the Job Search to which they are allocated and are not transferable among Job Searches or Candidates. Upon Activation of a Job Search,the applicable Tokens are applied to that Job Search and are non-refundable and may not be recovered, reallocated, or transferred. Tokens allocated to a Job Search are consumed as Services are delivered and expire immediately when the Job Search becomes inactive.A Job Search becomes"inactive"when its record is placed in an archived or inactive status within the platform,whether by Customer or by Job Machine. (f) "Tokens" means platform-specific units purchased by Customer and used to perform services within the Platform. Tokens are denominated at a fixed USD conversion rate and consumed in variable amounts depending on the type of service delivered. Token consumption may include, but is not limited to, activities such as applying to jobs on behalf of Candidates, scheduling interviews, coordinating employer follow-up,securing employment verification forms,and other job placement-related services. i i (g) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is provided to Job Machine or submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User to or through the Platform. i (h) "Documentation"means Job Machine's user manuals,handbooks,and guides relating to the Platform provided by Job Machine to Customer either electronically or in hard copy form/end user documentation relating to the Platform available within the Job Machine app. (i) "Job Machine IT" means the Platform,the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.For the avoidance of doubt,Job Machine IP includes Aggregated Statistics and any information, data,or other content derived j fi•oin Job Machine's monitoring of Customer's access to or use ofthe Platform,but does not include Customer j Data. i (j) "Services" means services performed by Job Machine on behalf of Candidates Using tokens purchased by Customer, including but not limited to applying to jobs, scheduling interviews, coordinating employer outreach, securing employment verification forms,and other job placement-related support activities. (k) "Start Date"means the first calendar day on which a Candidate begins active employment, as reported by the Candidate,Customer,or verified by Job Machine. (1) "Third-Party Products"means any third-party products described on the Order Form and provided with or incorporated into the Platform. 2. License to the Platform. (a) Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, Job Machine hereby grants Customer a non-exclusive, nontransferable (except in compliance with Section 12(g)) right to access and use the Platform during the'term, solely for use by Authorized Users in accordance with the terms and conditions herein.Such use is limited to Customer's internal use and,with respect to any Candidate,such Candidate's personal use. (b) Services.Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement,Job Machine shall use commercially reasonable efforts to j provide the Services. i (c) Documentation License. Subject to the terms and conditions contained in this Agreement, Job Machine hereby grants to Customer a non-exclusive, non-sublicensabie, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Platform. I I (d) Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement.Customer shall not at any time,directly or indirectly, and shall not E permit any Authorized Users to: (i)copy, modify, or create derivative works of the Platform or Documentation,in whole or in part;(ii)rent,lease, lend,sell,license, sublicense,assign,distribute,publish, transfer, or otherwise snake available the Platform or Documentation.; (iii)reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv)remove any proprietary notices from the Platform or Documentation; or j (v)use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates,or otherwise violates any intellectual property right or other right of any person,or that violates any applicable i law. (e) reservation of Rights. Job Machine reserves all right's not expressly granted to Customer i in this Agreement.Except for the limited rights and licenses expressly granted under this Agreement,nothing in this Agreement grants, by implication,waiver,estoppel,or otherwise,to Customer or any third party any i intellectual property rights or other right,title, or interest in or to the Job Machine IP. 1 (f) Suspension.Notwithstanding anything to the contrary in this Agreement,Job Machine may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Platform if (i)Job Machine reasonably determines that (A)there is a threat or attack on any of the Job Machine IP; (B)Customer's or any Authorized User's use of the Job Machine 1P disrupts or poses a security risk to the Job Machine IP or to any other customer or vendor of Job Machine;(C)Customer,or any Authorized User, is using the,lob Machine rP for fraudulent or illegal activities;(D),subject to applicable law,Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E)Job Machine's provision of the Platform to Customer or any Authorized User is prohibited by applicable law;(5)any vendor of Job Machine has suspended or terminated Job Machine's access to or use of any third-party services or products required to enable Customer to access the Platform;or(iii)in accordance with 5ection5(a)(iii)(any such suspension described in subclause(i),(ii), 3 i I 3 I i or(iii),a"Service Suspension"). Job Machine shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension, Job Machine shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured,Job Machine will have no liability for any damage,liabilities„losses(including any loss of data or profits),or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. I (g) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Job Machine may monitor Customer's use of the Platform and collect and compile Aggregated Statistics. As between Job Machine and Customer,all right,title, and interest in Aggregated Statistics,and all intellectual property rights therein,belong to and are retained solely by Job Machine.Customer acknowledges that Job Machine may compile Aggregated Statistics based on Customer Data input into the Platform. Customer I agrees that Job Machine may(i)make Aggregated Statistics publicly available in compliance with applicable law,and(ii)use Aggregated Statistics to the extent and in any manner permitted under applicable law. I 3. Customer Responsibilities, (a) General.Customer is responsible and liable for all uses of the Platform and Documentation resulting from access provided by Customer,directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Customer shall use reasonable efforts to make all Authorized Users j aware of this Agreement's provisions as applicable to such Authorized User's use of the Platform and shall i cause Authorized Users to comply with such provisions. i (b) Candidate Eligibility and Minor Consent. Customer represents and warrants that each Candidate authorized to access the Platform is at least eighteen(18)years of age,except where Customer has j obtained, in accordance with applicable law, all required consents from a parent or legal guardian for any Candidate between the ages of sixteen(16)and seventeen(17). Customer is solely responsible for verifying it Candidate age,obtaining and maintaining records of any required parental or guardian consents,and ensuring that the participation of any minor Candidate complies with the Family Educational Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA), the Workforce Innovation and Opportunity Act (WIOA), and any other applicable federal, state, or local laws. Customer shall provide evidence of such consents upon Job Machine's reasonable request. Job Machine will not knowingly enroll any Candidate under the age of sixteen(16). (c) Candidate Consent and Authorized Outreach_ Customer represents and warrants that for each Candidate enrolled in or referred to the Platform: (i) Customer has obtained all consents and authorizations necessary under applicable law(including the Telephone Consumer Protection Act,the CAN- SPAM Act, FERFA, WIOA, and applicable state privacy laws) for Job Machine to contact such Candidate by email,SM5/text message,and telephone in connection with the Services;(ii)Customer has informed each Candidate that Job Machine, as Customer's service provider, may contact them regarding job placement services; and (iii) Customer's collection and disclosure of Candidate contact information to Job Machine complies with all applicable privacy notices the Customer has provided to such Candidate. Customer shall promptly notify Job Machine if any Candidate withdraws consent or requests that Job Machine cease communications.Customer shall indemnify Job Machine against any claims arising from Customer's failure to obtain or.maintain such consents. (d) Notice of Placement. Customer agrees to promptly notify Job Machine when it becomes i aware that a Candidate has secured employment, whether independently or through other means. Notice should include the Candidate's name,employer,and start date(if known). (e) Third-Party Products, Job Machine may from time to time make Third-Party Products f available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to on the Order Form.If Customer does not agree to abide by the applicable terms for any such Third-Party Products,then Customer should not install or use such Third-Party Products. j i 1 1 1 i I I I 4. St1pROrt. The access rights granted hereunder entitle Customer and its Authorized Users to the support services described from time to time on Job Machine's website. i 5, Fees and Payment. (a) Fees. Customer shall pay Job Machine the fees ("Fees") as set forth on the Order Form without offset or deduction. On 30 days'notice(for which email is sufficient)Job Machine may increase the Fees for any Job Search that has not reached Activation..Customer shall make all payments hereunder in US dollars on or before the due date set forth on the Order Farm.Tokens purchased by Customer are denominated in USD at the agreed conversion rate of$1 per 6,500 tokens (unless otherwise defined in writing by Job Machine).lob Machine retains full discretion over how tokens are consumed within the Platform, including, but not limited to, the number of tokens required to perform specific actions, workflows, or services. The token consumption rates for services may be adjusted at any time to reflect changes in resource cost, operational needs, or platform capabilities. Customer acknowledges that taken consumption is determined solely by Job Machine and may vary by candidate activity,job market conditions,or service type.All tokens are non-refundable once allocated,consumed,or expired,If Customer fails to make any payment when due, without limiting Job Machine's other rights and remedies: (i)Job Machine may charge interest on the past due amount at the rate of 1,5%per month calculated daily and compounded monthly or,if lower,the highest rate permitted under applicable law;(ii)Customer shall reimburse Job Machine for all costs incurred by Job Machine in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii)if such failure continues for 30 days or more, Job Machine may suspend Customer's and its Authorized Users' access to any portion or all of the Platform until such amounts are paid in full. ! i (b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of takes and similar assessments. Customer is responsible for all sales, use,and excise taxes,and f any other similar taxes,duties,and charges of any kind imposed by any federal,state,or local governmental or regulatory authority on any amounts payable by Customer hereunder,other than any taxes imposed on Job Machine's income, (c) Auditing Rights and Required Records. Customer agrees to maintain complete and i accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement,but only with respect to the subset of Candidates who have been onboarded onto the Platform as Authorized Users under this Agreement ("Relevant Candidates"). Job Machine may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records specifically related to the Relevant Candidates'participation in and use f of the Platform,to ensure compliance with this Agreement. If such inspection and audit reveal that Customer has underpaid Job Machine with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment,together with interest in accordance with Section 5(a),Customer shall bear the costs of the audit if the audit determines that Customer's underpayment equals or exceeds Five percent for any quarter.Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement, but only with respect to records directly tied to the Relevant Candidates. { i 6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, thud-party confidential information, and other sensitive or proprietary information, whether orally or in written,electronic, or other form or media/in written or electronic form or media,whether or not marked,designated, or otherwise identified as"confidential" (collectively, "Confidential Information"). Confidential Information does not include information that,at the time of disclosure is: (a)in the public domain;(b)known to the receiving Party at the time of disclosure;(c)rightfully obtained by the receiving party on a non-confidential basis from a third party,or (d)independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Parry's 3 Confidential Information to any person or entity,except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing,each Party may disclose Confidential Information to the limited extent required(i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law,provided that the Party.making the disclosure pursuant to the order shall first have given written notice I i to the other Party and made a reasonable effort to obtain a protective order; or(ii)to establish a Parry's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media,of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Parry's obligations of uon-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party;provided,however,with respect to any Confidential Information that constitutes a trade secret(as determined under applicable law),such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 7. Intellectual Property Ownership;Feedback. (a) Job Machine IP.Customer acknowledges that,as between Customer and Job Machine,Job Machine owns all might, title, and interest, including all intellectual property rights, in and to the Job Machine IP and,with respect to Third-Party Products,the applicable third-party providers own all right,title, and interest,including all intellectual property rights,in and to the Third-Party Products. (b) Customer Data.Job Machine acknowledges that, as between Job Machine and Customer, j Customer owns all right,title, and interest, including all intellectual property rights, in and to the Customer Data.Customer hereby grants to Job Machine a non-exclusive,royalty-free,worldwide license to reproduce, distribute,and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Job Machine to provide the Platform to Customer, and a non-exclusive, j perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify,and otherwise use and display Customer Data incorporated within the Aggregated Statistics. i (c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Job Machine by mail, email, telephone, or otherwise, suggesting or recommending changes to the Job Machine IP, including without limitation, new features or functionality relating thereto, or any comments, questions,suggestions, or the like("Feedback"),Job Machine is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Job Machine on Customer's behalf, and on behalf of its employees, contractors and/or agents,all right,title,and interest in,and Job Machine is free to use,without any attribution f or compensation to any party,any ideas,know-how,concepts,techniques,or other intellectual property rights contained in the Feodback,for any purpose whatsoever. S. Warranty Disclaimer. THE PROVIDER IP IS PROVIDED "AS IS"AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WIIETBJI R EXI?RESS, IMPLIED, STATUTORY, OR OTHERWISE, PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORD WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE,OR ERROR FREE. k 9. Indemnification. s (a) By Job Machine. i (i) Job Machine shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses")incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Platformn, or any use of the Platform in accordance with this Agreement,infringes or misappropriates such third party's US intellectual property rights,provided i i i i i 1 that Customer promptly notifies Job Machine in writing of such Third-Party Claire,cooperates with Job Machine, and allows Job Machine sole authority to control the defense and settlement of such Third-Party Claim. (ii) If a Third Party-Claim is made or appears possible,Customer agrees to permit Job Machine,at Job Machine's sole discretion,to(A)modify or replacc the Platform,or component or pail thereof,to crake it non-infringing, or(B)obtain the right for Customer to continue use. If Job Machine determines that neither alternative is reasonably available,Job Machine may terminate this Agreement, in its entirety or with respect to the affected component or part,effective immediately on written notice to Customer. j (iii) This Section 9(a)will not apply to the extent that the alleged infringement arises from: (A)use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Job Machine or authorized by Job Machine in writing;(B)modifications to the Platform not made by Job Machine;(C)Customer Data; or(D)Third-Party Products. it (b) By Customer. Customer shall indemnify, hold harmless, and, at Job Machine's option, defend Job Machine from and against any Losses resulting from any Third-Party Claire that the Customer Data, or any use of the Customer Data in accordance with this Agreement,infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i)negligence or willful misconduct; (ii)use of the Platform in a manner not authorized by this Agreement;(iii)use of the Platform in combination with data,software,hardware,equipment,or technology not provided by Job Machine or authorized by Job Machine in writing;or(iv)modifications to the Platform not made by Job Machine,provided that Customer may not settle any Third-Party Claire against Job Machine i unless Job Machine consents to such settlement,and further provided that Job Machine will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by i counsel of its own choice. i i (c) Sole Remedy.THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE 1 VIOLATE ANY INTELLECTUAL PROPERTY RIGHT'S OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 9 EXCEED THE AMOUNTS ACTUALLY RECEIVED BY JOB MACHINE FROM CUSTOMER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10. Limitations of Liability, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUD ING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY, (a)CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b)INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION,REVENUES,ORPROFITS;(c)LOSS OF GOODWILL OR RI PUTATION;(d)USE,INABILITY f TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e)COST" OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR.DAMAGES WERE OTHERWISE FORESEEABLE, IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE FIRST EVENT F GIVING RISE TO A CLAIM. IL Tenn and Toritnination. i (a) Term. The term of this Agreement begins as of the Eftotive Date and continues until i terminated in accordance with Section I I(b). r 3 I 1 i (b) Termination.Either Party may terminate this agreement for any or no reason with 30 days' written notice to the other Party. (c) Effect of EL iration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the rob Machine IP and, without limiting I Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Job Machine IP and certify in writing to the Job Machine that the Job Machine IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such,expiration or termination or entitle Customer to any refund. (d) Survival.This Section l l(d)and Sections 1,5,6,7,S,9, 10,and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. j 12. Miscellaneous. (a) Entire A cement.This Agreement,together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements,and representations and warranties,both written and oral,with respect to such subject matter.In 3 the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs:(i)first,this Agreement,excluding its Exhibits;(ii)second,the Exhibits to this Agreement as of the Effective Date;and.(iii)third, any other documents incorporated hereln by reference. (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder(each,a"Notice")must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Marty giving Notice from time to time in accordance with this Section).All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission),or certified or registered mail(in each case,return receipt requested,postage pre-paid).Except as otherwise provided in this Agreement, a Notice is effective only: (i)upon receipt by the receiving Party; j and(ii)if the Party giving the Notice has complied with the requirements of this Section. (c) Force Majeure.In no event shall Job Machine be liable to Customer,or be deemed to have breached this Agreement,for any failure or delay in performing its obligations under this Agreement,if and to the extent such failure or delay is caused by any circumstances beyond Job Machine's reasonable control, j including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion,riot or other civil unrest,strikes,labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including the imposition of an a embargo. (d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.No i waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.Except as otherwise set forth in this Agreement,(i)no failure to exercise,or delay in exercising, any rights, remedy,power, or privilege arising from this Agreement will operate or be construed as a waiver thereof,and(ii)no single or partial exercise of any right,remedy,power,or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right,remedy,power, j or privilege. I (e) Severability.1f any provision of this Agreement is invalid,illegal,or unenforceable in any jurisdiction,such invalidity, illegality,or unenforceabi i will not affect an other term or provision of this j ty, � ga 'ty, ty Y Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.Upon such determination that any term or other provision is invalid,illegal,or unenforceable,the Patties shall negotiate in good faith to modify this Agreement so as to effect thew original intent as closely as possible in a mutually f i I I I I acceptable manner in order that the transactions contemplated hereby be consummated as originally I contemplated to the greatest extent possible. I... (fj Governing Law:Submission to Jurisdiction.This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder roust be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of Orange,California, and each Party LTevoeably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. i (g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder,in each case whether voluntarily,involuntarily,by operation of law or otherwise,without the prior written consent of Job Machine,which consent shall not be unreasonably withheld, conditioned,or delayed. Any purported assignment or delegation in violation of this Section will be null and void.No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the beneft of the Parties and their respective permitted successors and assigns. (h) Ex art Regulation. Customer shall comply with all applicable federal laws, regulations, and rules,and complete all required undertakings(including obtaining any necessary export license or other governmental approval),that prohibit or restrict the export or re-export ofthe Platform or any Customer Data outside the US. W Equitable Relief,Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or,in the case of Customer,section 2(c),would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order,an injunction,specific performance,and any other relief that may be available from any court,without any requirement to post a bond or other security,or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to aft other remedies that may be available at law,in equity,or otherwise. (j) Counterparts. This Agreement may be executed in counterparts,each of which is deemed an original,but all of which together are deemed to be one and the same agreement. I i E i i 11 I I i I i t i E i I ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/20/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT David Perez NAME: FAX Equal Parts Insurance Agency, LLC P,oHONE iC No Ext: (512)559-4266 aJJC,No): 1717 W 6th St STE 420 E-MAIL arts.aili servce a ua ADDRESS: @ q P INSURER(S)AFFORDING COVERAGE NAIC# Austin TX 78746 INSURERA: State National Insurance Company 012831 INSURED INSURER B: Hartford Underwriters Ins Co 30104 Job Machine, Inc. INSURERC: 201 W 5th St STE 1600 INSURER D INSURER E: Austin TX 78701-2910 1 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 RENTED CLAIMS-MADE � OCCUR PREM SES DAMAGE TOE.occurrence) ccurrrence $ 1,000,000 MED EXP(Any one person) $ 10,000 B Y Y 65SBMAW4LEE 02/21/2026 02/21/2027 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY D PRO � JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y Y 65SBMAW4LEE 02/21/2026 02/21/2027 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED rx NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident HB OCCUR EACH OCCURRENCE $ $CLAIMS-MADE AGGREGATE $ TENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber and Tech E&O Y EHJ-AD000863047 06/11/2026 06/11/2027 Aggregate: $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Project name:Job Machine Santa Ana WORK Center 1 801 W. Civic Center Dr.Suite 200 1 Santa Ana, CA 92701 City of Santa Ana, its City Council,officers,officials,employees,agents,and volunteers are included as an additional insured per written contract. Waiver of subrogation in favor of certificate holder per written contract. Primary and Non-Contributory wording applies where required by written contract. APPROVED By Tu Tran Nguyen at 9:52 am,Jul 20,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana Attn:Santa Ana WORK Center ACCORDANCE WITH THE POLICY PROVISIONS. 801 W. Civic Center Dr., Suite 200 AUTHORIZED REPRESENTATIV Santa Ana CA 92701 ?�� ©1988-2015 ACORD ORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD • cfc WAIVER OF SUBROGATION ENDORSEMENT ATTACHING TO POLICY NUMBER: E HJ-ADO00863047 THE INSURED: Job Machine, Inc. WITH EFFECT FROM: 11 June 2026 It is understood and agreed that the following CONDITION is added to this Policy: Waiver of subrogation Notwithstanding the "Our rights of recovery" CONDITION, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY ©1999-2025 CFC Underwriting Limited,All Rights Reserved THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or(f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury" or"property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property Form SL 30 32 06 21 Page 2of3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE-A HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or (b) "Bodily injury" or"property damage" included within the "products-completed operations hazard". f. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products-completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 Page 3of3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of"property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 17 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 18 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission)