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Home My WebLink AboutCIVICPLUS, LLC (3)INSURANCE NOT ON FILE A-2024-210 WORK MAY ON PROCEED CITY CLE5AN 0 6 2025 DATE: AGREEMENT WITH CIVICPLUS, LLC, TO PROVIDE ACTIVITY AND SITE 0: PZCSA() REGISTRATION SOFTWARE SERVICES Gerd., ban9envtolY--) THIS AGREEMENT is made and entered into on this 17a` day of December, 2024 by and between CivicPlus, LLC, a Kansas company ("Consultant' or "CivicPlus"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City" or "Client'). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of activity registration and site reservation software including maintenance and support. B. Consultant previously entered into Agreement #N-2022-336, for similar services, which expired on November 30, 2024. The City seeks to enter into a new Agreement with Consultant and, based on their prior engagement, Consultant represents that it is able and willing to provide such services to the City. C. hi undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for the first two (2) years of its services under this Agreement, the rates and charges identified in Exhibit A. The total amount to be expended during the tern of this Agreement shall not exceed Fifty Thousand Dollars and no cents ($50,000.00). This sum is comprised of the base amount for: 1) first -year compensation in the amount of $22,270.49; 2) second year compensation in the amount of $23,384.01; and 3) a contingency amount of $4,345.50 for additional services requested, in writing, at the sole discretion of the City. b. City shall recognize and compensate Consultant for any services rendered since December 1, 2024 to the effective date defined in Section 3, below. Page 1 of 10 c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 16, 2025, with the option for the City to grant up to a one (1) year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP Or MATERIALS Upon full and complete payment of amounts owed for project development, City (referred to in this Section 5 as "Client") will own the website graphic designs, webpage or services content, module content, importable/exportable data, and archived information ("Client Content") created by CivicPlus on behalf of Client pursuant to this Agreement. "Client Content" also includes any elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials or content which Client provides or inputs into any website, software or module in connection with any services. Client Content excludes any content in the public domain; and any content owned or licensed by CivicPlus, whether in connection with providing services or otherwise. Upon completion of the project development, Client will assume full responsibility for Client Content maintenance and administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus Page 2 of 10 a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the services. Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner to use each of the elements of Client Content; and that Client has all rights necessary for CivicPlus to use the Client Content in connection with providing the services. At any time during the term of this Agreement, Client will have the ability to download the Client Content and export the Client data through the services. Client may request CivicPlus to perform the export of Client data and provide the Client data to Client in a commonly used format at any time, for a fee to be quoted at time of request and approved by Client. Upon termination for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves the right to permanently and definitively delete the Client Content and Client data held in the services thirty (30) days following termination. During the thirty (30) day period following termination, regardless of the reason for its termination, Client will not have access to the services. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all source code, documents, and materials used in the Services ("CivicPlus Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Client Content. Client 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 Client, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code to all or any portion of the services; or (v) 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. Provided Client complies with the terms and conditions herein, and license restrictions set forth in this section, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with this Agreement for the term of this Agreement. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant shall procure and maintain for the duration of the agreement, the following insurance coverages: Page 3 of 10 Minimum Scope and Limit of Insurance. Consultant shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Sexual Abuse or Molestation Liability (SAME): If the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit of no less than $1,000,000 per occurrence or claim. • Workers' Compensation (W/C): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees. • If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: • CGL, and SAML policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. • All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, 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 Consultant for City. • All required insurance policies: For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Consultant'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. • Each insurance policy 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 shall be provided to City for policy cancellation or non -renewal due to non-payment. Page 4 of 10 • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Parks, Recreation, & Community Services Agency, 20 Civic Center Plaza, M-23, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. Self -Insured Retentions. Self -insured retentions mast be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or 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 City. Verification of Coverage. Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: • The retroactive date must be shown and must be before the date of the contract or the beginning of work. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Company must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors. Consultant shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub -contractors. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of third party claims for personal injury, including death, and claims for property damage, which may arise from Page 5 of 10 the sole negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any third party claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from Consultant's sole negligence, malicious actions or omissions during the performance of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including reasonable fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. F]RK411 ' 1 .`1 Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all Page 6 of 10 nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Page 7 of 10 Agreement performed by City personnel or by other consultants retained by City, at any time following the execution of this Agreement. Notwithstanding the foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale of all of its assets or merger. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 8 of 10 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, electronic mail or sent by fax or other telegraphic commumication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, PRCSA City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 To Consultant: CivicPhis, LLC. Attn: Legal Department 302 South 4th St., Suite 500 Manhattan, KS 66502 Legal@civicplus.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority Page 9 of 10 or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. In the event of any conflict or inconsistency between the terms and conditions in this Agreement and any terms or conditions set forth, including by separate weblink, in any Exhibit, purchase order, or other document relating to the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement shall prevail. d. All Exhibits referenced herein and attached hereto shall be incorporated as if filly set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney G%� , By: sue' onathan T. Martine Assistant City Attorney Hawk Scott Executive Director Parks, Recreation and Community Services Agency CIT�i' SANTA 7 c141 Alvaro Nunez City Manager CIVICPLUS, LLC: ]AI li C a Amy Vc ikander Senior Vice President of Customer Success Page 10 of 10 EXHIBIT A Scope of Services and Fee Schedule EXHIBITA CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 US Client: CA — SANTA ANA — CivicRec - Statement of Work CITY ITEM PRODUCTTYPE 1 Civic Rec Annual Fee Renewable 1 AudioEye Enterprise for CivicRec Renewable 1 Document Management Module Renewable Annual Recurring Services — Initial Term USD 22,270.49 Annual Recurring Services (Subject to Uplift USD 23,384.01 This renewal Statement of Work ("SOW") is between Santa Ana, CA ("Customer") and CivicPlus, LLC, and shall be subject to the terms and conditions of the Master Services Agreement ("MSA") and the applicable Solutions and Products terms found at: www.civicplus.help/hc/p/legal-stuff (collectively, the "Terms and Conditions"). By signing this SOW, Customer expressly agrees to the Terms and Conditions throughout the Term of this SOW. The Terms and Conditions form the entire agreement between Customer and CivicPlus (collectively, referred to as the "Agreement'). The Parties agree the Agreement shall supersede and replace all prior agreements between the Parties with respect to the services provided by CivicPlus herein (the "Services"). 2. This SOW shall remain in effect for an initial term from December 1, 2024 — November 30, 2025 (the "Initial Term"). In the event that neither party gives 60 days' notice to terminate prior to the end of the Initial Term, or any subsequent Renewal Term, this SOW may be renewed for an additional twelve month renewal term ("Renewal Term"). The Initial Term and all Renewal Terms are collectively referred to as the "Term". 3. Annual Recurring Services shall be invoiced on the first day of the Initial Term and the first day of any of each Renewal Term and be subject to a 5% uplift each Renewal Term. Client will pay all invoices within 30 days of the date of such invoice. Signature Page to Follow V. PD 06.01.2015-0048 Page 1 of 2 Acceptance The undersigned has read and agrees to the following 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.civicplus.com/verify/ Authorized Client Signature By (please sign): Printed Name: Title: Date: Organization Legal Name: Billing Contact: Title: Billing Phone Number: Billing Email: Billing Address: Mailing Address: (If different from above) CivicPlus By (please sign): I ,aY.r�(P. t PrinteddNN�ame: Amy Vikander Title: Senior VP of Customer Success Date: PO Number: (Info needed on Invoice (PO or Job#) if required) 11/27/2024 V. PD 06.01.2015-0048 Page 2 of 2 C;) CIVICPLUS Updated Remittance Address: (FOR PAYMENTS ONLY) CivicPlus LLC PO Box 737311 Dallas TX 75373-7311 Bill To Santa Ana CA 20 Civic Center Plaza Santa Ana California 92702 Terms Net 30 Qty 1 1 1 Due Date 12/29/2024 TOTAL DUE Estimate #316132 11/29/2024 PO # $22f270.49 Due Date:12/29/2024 Po # Approving Authority Item Start Date End Date CivicRec Annual Fee 12/01/2024 11/30/2025 AudioEye Enterprise for CivicRec 12/01/2024 11/30/2025 Document Management Module: Enabled to allow customers to 12/01/2024 11/30/2025 upload documents and staff to manage records. Total $22,270.49 Due $22,270.49 Please submit payment via ACH using the details below. Please send notification of ACH transmission via email to remittance@civicplus.com. That address is not monitored for other inquiries or notifications. For any other invoice questions or information, please contact us at accounting@civicplus.com. Bank Name Account Name Account Number Routing Number JPMorgan Chase CivicPlus LLC 910320636 021000021 CA - Santa Ana - Rec Renewal Agreement & SOW - CP Signed - 11272024 Final Audit Report 2024-12-03 Created: 2024-12-03 By: Stephanie Garcia (SGarcia5@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAGBSw5T9]40milpTVpLsbTBquWJii-Qk_ "CA - Santa Ana - Rec Renewal Agreement & SOW - CP Signed - 11272024" History Document created by Stephanie Garcia (SGarcia5@santa-ana.org) 2024-12-03 - 11:35:46 PM GMT C4 Document emailed to Hawk Scott (hscott@santa-ana.org) for signature 2024-12-03 - 11:35:51 PM GMT Email viewed by Hawk Scott (hscott@santa-ana.org) 2024-12-03 - 11:36:46 PM GMT 60 Document e-signed by Hawk Scott (hscott@santa-ana.org) Signature Date: 2024-12-03 - 11:36:56 PM GMT - Time Source: server Agreement completed. 2024-12-03 - 11:36:56 PM GMT a Adobe Acrobat Sign DATE(MM/DD/YYYY) ACCOR" CERTIFICATE OF LIABILITY INSURANCE 8/14/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alliant Insurance Services, Inc. PHONE Tyler Takahashi FAX 32 Old Slip 29th FI A/c No EXt: A/C,No): E-MNew York NY 10005 ADDRESS: Tyler.Takahashi@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National Fire Insurance Compan 20478 INSURED INSIPAR-02 INSURER B: Continental Insurance Company 35289 CivicPlus, LLC and its direct and indirect subsidiaries INSURERC: Endurance American Specialty I 41718 (Refer to Named Insured Schedule) 302 S. 4th Street Suite 500 INSURER D7 Manhattan KS66502 INSURER E7 INSURER F: COVERAGES CERTIFICATE NUMBER:571957311 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 A X COMMERCIAL GENERAL LIABILITY Y Y 7092029663 5/17/2025 5/17/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED 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� ECT � LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 7092022602 5/17/2025 5/17/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR 7092030120 5/17/2025 5/17/2026 EACH OCCURRENCE $5,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$1 n nnn $ B WORKERS COMPENSATION Y 7092032580 5/17/2025 5/17/2026 X PER OTH- A AND EMPLOYERS'LIABILITY Y/N 7092031056 5/17/2025 5/17/2026 STATUTE1 ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? FN] N/A (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 Cyber/Tech E&O Y Y CT030087537300 5/17/2025 5/17/2026 Each Claim Limit $5,000,000 Aggregate Limit $5,000,000 Retention $100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The deductibles/Self Insured Retentions are$0 for those policies not specified above. D,9,ta„Ys,9ued �MOVED Tu Tran by Tu Tran WC-7092032580-CA Nguyen ByTab Iran Nguyen at 7 57 am,Aug 19,2025 WC-7092031056-AOS Nguyen Me-2025.08.19 --- ------------------------------ -- ms8:2a-07'00 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 Cyber/Tech 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 City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Parks, Recreation and Community Servic 20 Civic Center Plaza, M-23 AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 r . @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: INSIPAR-02 LOC#: ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Alliant Insurance Services, Inc. CivicPlus, LLC and its direct and indirect subsidiaries (Refer to Named Insured Schedule) POLICY NUMBER 302 S.4th Street Suite 500 Manhattan KS 66502 CARRIER NAIC CODE 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. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Additional Named Insured: Policy#7092029663 Eff Date: 05/17/25 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 7of89 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 contract to 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 ENDORSEMEN 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�-e�4 �" 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 c Pw, Workers Compensation And Employers Liability Insurance NA Vlliicy Ilh.uiva .)�ui seui°ioieil°yin: 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: 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. Workers Compensation And Employers Liability Insurance CNA U'a.y�lllii�°roy Ill.ai°)u� a.y�u�rt�.��:aeiu°»iii�M�ui n : 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 111-1997) Policy No:WC 7 92032580 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05/1 7/2025 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 u"��Illui�:n� III.ur�fi;18 !��u��b� ur)u»i�pil°)u : 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 X❑ 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: 05/1 7/2025 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. c Pw, Workers Compensation And Employers Liability Insurance NA Vlliicy Ilh.uiva .)�ui seui°ioieil°yin: 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: 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. CNA CNA 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 Addiftilonal Insured Person(s)Or Organ!Mion(s) As Required by Written Contract co O (D (D M co 0 h m ri O O 44 0 m Ln N C> CN C) O CIS 2010 12 19 Policy No: 7092029663 Page I of 2 Endorsement No: 12 Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CI%FICPLUS HOLDINGS, LLC Copyright Insurance Services Office,Inc.,2018 2-3 CXA CNA PARAMOUNT Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization Locations Of Covered 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, property 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 been 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 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. CG 20 10 1219 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 Copyright Insurance Services 0111ce,Inc.,2018 ®R CNA CNA PARAMOUNT Additional Insured - Owners, Lessees Or Contractors - Completed Operations This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organi[Milon(s) As Required hy Written Contract co 0 co 0 O 0 0 44 0 Ln O 0 0 0 CG 20 3712 19 Policy No: 7092029663 Page 1 of 2 Endorsement No: 13 Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CI%rICPLUS HOLDINGS, LLC Copyright Insurance services Office,Inc.,2018 221 CNA CNA PARAMOUNT Additional Insured - Owners, Lessees Or Contractors - Completed Operations Location And Description Of Completed Operations 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 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 following is added to Section III— 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. CG 20 37 12 19 Policy No: 7092029663 Page 2 of 2 Endorsement No: 13 Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright Insurance services office,Inc.,2018 CNACNA 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. Addiltional Insureds 0 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance 0 0 3. Bodily Injury—Expanded Definttion O m co 4. Broad Knowledge of Occurrence/Notice of Occurrence Q 5. Broad Named Insured 0 6. Estates,Legal Representatives and Spouses ri Cq 7. Expected Or Intended Injury—Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 0 13. Non-owned Aircraft Coverage co N 14. Non-owned Watercraft a N 15. Personal And Advertising Injury—Discrimination or Humiliation 0 16. Personal And Advertising Injury-Limited Contractual Liability 0 17. Property Damage-Elevators 18. Supplementary Payments 19. Property Damage—Patterns,Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation—Blanket CNA74872XX(1-15) Policy No: 7092029663 Page 1 of 14 Endorsement No: 1 r, Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Flights Reserved. Includes copyrighted material of Insurance Services Offloe,Inc.,with Its permission. ME 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, property damage or personal and advertising injury arising out of: 1. such person or organization's 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-owned 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 Equipment 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(1-15) Policy No: 7092029663 Page 2 of 14 Endorsement No: 1 n Nat '1 Fire Ins Co of Hartford Effecfive Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission. ON CNA CNA 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, property 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, 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 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 Co An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of 00 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 p 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. CN G. Mortgagee,Assignee or Receiver O 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. H. State or Governmental Agency or Subdivision or Political Subdivisions—permits 0 A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but CN only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising Injury arising out of: N 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which 0 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, property 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 products-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 requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX(1-15) Policy No: 7092029663 Page 3 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CIV'ICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services office,Inc.,with Its permisslom CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. Trade Show Event Lessor 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 property damage included within the products-completed 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; e. 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; f. 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 also 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(1-15) 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 Reserved. Includes copyrighted material of Insurance Services Office,Inc.,wfth Its permission, CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; 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 Organization/Your Work rn Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such rn additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. oQ a The coverage granted by this paragraph does not apply to any person or organization: rn Q 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor H 2. for bodily Injury or property damage included within the products-completed operations hazard except to M the extent all of the following apply: N c-1 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. a 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE W ° A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended N to add the following paragraph: If the Named Insured has agreed 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 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 1.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. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS,the definition of bodily 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 5 of 14 Endorsement No: 10 Nat 'l Fire In:; Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA 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 fails 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 / 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 apply to: 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. S. 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. CNA74872XX(1-15) Policy No: 7092029663 Page 6 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 Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement_ 6. 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 hold 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 M Insured's business. 0 0 PQ 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE co ro 4 Under COVERAGES, Coverage A — Bodily Injury And Prop" Damage Liability, the paragraph entitled rn Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: 0 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 property damage resulting from the use of reasonable force to protect persons or property. S. 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 0 Named Insured, will be treated in the same manner as though the action were in personam against the Named rn 0 Insured. 44 0 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care Incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and I.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 Prop" Damage Liability, the paragraph entitled Exclusions is amended to: 1. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). !I. 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 Im5 Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,Wth Its permission. 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. iii. 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. Medicare/Medicaid 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: Heald 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 fallowing 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; j. Other allied health professional;or Professional 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: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health 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: co (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and co as M (2) bodily injury to a volunteer worker while performing duties related to the conduct of the p Named Insured's business; ca h when such bodily injury arises out of a health care incident. L • the Named Insured's volunteer workers are Insureds with respect to: 0 (1) bodily injury 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; C> 0 when such bodily Injury arises out of a health care 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. N 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, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES/PARTNERSHIP/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 Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office,Inc.,with Its permissior 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), (3) 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 In. 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.(ixa)(ii), and replace it with the following: (ii) 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 for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX(1-15) Policy No: 7092029663 Page 10 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 Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA 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 5. 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 bodily 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 Declarations for Medical Expense Limit. 0 0 B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace OD Paragraph 1.a.(3xb)with the following: Q (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 h Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled M Exclusions is amended as follows: 0 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; 0In 2. the aircraft is rented with a trained, paid crew to the Named Insured; and w ° 3. the aircraft is not being used to carry persons or property for a charge. r, L, 0 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. 15. 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 Another and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 7092029663 Page 11 of 14 Endorsement No: in Nat 'l Fire Ins; Co of Hartford Effective Date: 05/17/2025 Insured Name: CIV ICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability 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 Contractual 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 fees 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(1-15) Policy No: 7092029663 Page 12 of 14 Endorsement No: 1 n Nat 'l Fire Ins Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA 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: 00 1. Paragraph 2.d.is replaced by the following: C) d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit 00 are such that no conflict appears to exist between the interests of the Insured and the interests of the M indemnitee; p 0 2. The first unnumbered paragraph beneath Paragraph 2.f.(2xb)is deleted and replaced by the following: r So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred 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 Endorsement), 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 if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this w Coverage Part. 0 17. PROPERTY DAMAGE—ELEVATORS N 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 0 the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. 0 B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other 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 In.a Co of Hartford Effective Date: 05/17/2025 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension 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 Insured, 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 date is shown below, and expires concurrently with said Policy. CNA74872XX(1-15) Policy No: 7092029663 Page 14 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 Reserved. Includes copyrighted material of Insurance Services Office,Inc.,wBh Its permission.