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HomeMy WebLinkAbout2024-134 AGRMT - JustFOIA MASTER SERVICES AGREEMENT NO. 21072 This Master Services Agreement No.21072(this"Agreement")is effective on date of last signature("Effective Date")and is made by and between MCCi, LLC, a Florida limited liability company, with its principal office located at 3717 Apalachee Parkway, Suite 201, Tallahassee, FL 32311 ("Company")and Client(defined herein).Company and Client may each be referred to individually herein as a"Party"or collectively as the"Parties". The terms"Client"in this Agreement shall also include Client's"Affiliates,"defined as a legal entity that directly or indirectly controls,is controlled by,or is under common control with the applicable Party.It is agreed that Client's Affiliates who are a party to the applicable Order(defined below) shall enjoy the same rights,benefits and obligations set forth in this Agreement as are applicable to Client. As used in this Agreement,"Company"means the Company Affiliate providing the Services(defined below)to the Client in the applicable Order. The Parties hereto intending to be legally bound hereby,agree as follows: 1. Scope of Service Company and Client may develop and enter into one or more sales orders, attached hereto or incorporated by reference, incorporating a description of the specific goods and/or services requested by Client and agreed to be performed or otherwise provided by Company(and as modified in writing by the Parties,each an"Order").Company will provide to Client those goods and/or services described as its obligation in the Order(collectively,the"Services").If applicable,each Order will also describe items specifically required to be delivered by Company to Client(each a"Deliverable"),and the acceptance criteria,if any,for each of the Deliverables.Further,each Order will set forth,among other things,tasks to be performed by the Parties and roles and responsibilities of each Party. Each Order shall specifically identify this Agreement and indicate that it is subject to the terms hereof.Unless provided to the contrary in the applicable Order,to the extent there are any conflicts or inconsistencies between this Agreement and any Order or Client purchase order,except in regard to Sections 2 or 3 herein,the provisions of this Agreement shall govern and control. Use of pre-printed forms, including, but not limited to email, purchase orders,shrink-wrap or click-wrap agreements, except those that may appear in the appliable Order, acknowledgements or invoices, is for convenience only and all pre-printed terms and conditions stated thereon,except as specifically set forth in this Agreement,are void and of no effect. No amendment or modification to this Agreement will be valid unless set forth in writing and formally approved by authorized representatives of both parties. To the extent that there are any conflicts or inconsistencies between this Agreement and any Client-entered third-party government purchasing agreement ("Purchasing Vehicle"), the provisions of the Purchasing Vehicle shall govern and control. No change order,notice,direction,authorization,notification or request(each a"Change Order")will be binding upon Client or Company,nor will such Change Order be the basis for any claim for additional compensation by Company, until Client and Company have agreed in writing to the same. Each Company Affiliate will only be liable for those obligations expressly set forth in the applicable Order to which it is a party and the applicable Affiliate will invoice client for the same. In no event will a Company Affiliate be liable for any of the obligations or liabilities of any other Company Affiliate pursuant to this Agreement. 2. Fees Client shall pay to Company the fees and other compensation and or reimbursement set forth in each Order.The Client acknowledges that it may incur expenses as associated with non-refundable items(e.g.,airline tickets,training/install charges, hotel reservations,rental cars,and the like), in the event that(i)Client cancels or reschedules performance,after Company has made the applicable arrangements;or(ii)If Client is not prepared upon Company's arrival,which results in cancellation,delays,and/or the need to reperform any Deliverables. 3. Invoicing and Payment Unless otherwise stated in an Order,Company will invoice Client for all fees, charges and reimbursable expenses on a monthly basis and upon completion of each Order. Client agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty(30)days from the date of each invoice. Failure to pay invoices by the due date, unless Company has been informed by said due date that an invoice is being contested and the reason therefor,may result in the imposition of interest charges to the extent allowable by law as well as any associated legal and collection fees incurred. In all events,Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends an Order, pursuant to this Agreement and only if allowed hereunder, between completed milestones,Company will invoice Client for a pro-rated share of the completed portion of each milestone(s)for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued,Company will recommence invoicing per the applicable Order. To the extent that Client is not exempt and/or has not communicated its tax status to Company,Client further agrees to pay amounts equal to any federal,state or local sales,use,excise,privilege or other taxes or assessments,however designated or levied,relating to any amounts payable by Client to Company under this Agreement or any other Agreement between the Parties,exclusive of taxes based on Company's net income or net worth. Client understands and accepts that any pricing set forth in an Order does not include such taxes. MCCI MSA Pagel of 8 All recurring software maintenance support,subscriptions and/or other service packages("Recurring Services")will automatically renew unless Client has (a) terminated the Agreement and/or applicable Order,per Section 4; (b) provided sixty(60)days written notice prior to the scheduled renewal date of the Recurring Services;or (c) not paid in full the renewal invoice within 45 days after scheduled renewal date of the Recurring Services, the Order(and/or applicable addendum)will systematically terminate,but may be reinstated if/when the Client pays the renewal invoice in full(including any applicable reinstatement fees); Once payment has been received,no refunds for Recurring Services are available. 4. Term,Termination,and Cancellation This Agreement will commence on the Effective Date and will be effective for the longer of(i)a one(1)year period or(ii)the term of the original Order and will renew automatically for one(1)year periods and continue in full force and effect, unless terminated by either Party as set forth below.Termination of this Agreement or any Order hereunder may occur upon any of the following: (a) Thirty(30)days after a Party's receipt of written notice from the other Party that this Agreement or the Services,in whole or in part under an Order,shall be terminated;or (b) Thirty(30)days after a Party notifies the other in writing that they are in breach or default of this Agreement, unless the breaching Party cures such breach or default within such thirty(30)day period;or (c) Fifteen(15)days after the filing of a petition in bankruptcy by or against either Party,any insolvency of a Party,any appointment of a receiver for such Party,or any assignment for the benefit of such Party's creditors(a"Bankruptcy Event"),unless such Party cures such Bankruptcy Event within the fifteen(15)day period;or (d) If Client is a city,county,or other government entity the following applies: If Client's governing body fails to appropriate sufficient funds to make payments due and to become due during Client's next fiscal period,Client may,subject to the terms herein,terminate the applicable Order as of the last day of the fiscal period for which appropriations were received(each an"Event of Non-appropriation").Client agrees to deliver notice of an Event of Non-appropriation to Company at least 30 days prior to the end of Client's then-current fiscal period,or if an Event of Non-appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non-appropriation. If this Agreement is terminated following an Event of Non-appropriation,Client agrees(but only to the extent permitted by applicable law)that,for a period of one(1)year from the effective date of such termination,Client shall not purchase or otherwise acquire anytechnology performing functions similar to those performed by the Recurring Services from a third party. 5. Working Arrangements All Services shall be performed remotely,unless otherwise agreed to by the Parties. Client will ensure that all Client's personnel,vendors,and/or subcontractors who maybe necessary or appropriate for the successful performance of the Services and/or delivery of a Deliverable will, on reasonable notice: (i) be available to assist Company Personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under an Order,and(iii)be available to assist Company with any other activities or tasks required to complete the Services in accordance with the Order. 6. Company Personnel Neither Company nor its Personnel(defined below)are or shall be deemed to be employees of Client but instead are independent contractors to Client. Company shall be responsible for the compensation of its Personnel, in addition to any applicable employment taxes, workmen's compensation and any other taxes,insurance or provisions associated with the engagement of such Personnel. In addition,Company shall be responsible for all acts or omissions of its Personnel. Company may utilize independent subcontractors in satisfying its obligations under this Agreement (collectively with Company employees "Personnel"). Company remains responsible for all acts and omissions of all Personnel. Upon receipt of notice from Client that any Company Personnel is not suitable, Company shall remove such person from the performance of Services and will provide a qualified replacement as quickly as reasonably possible. Unless a particular Company Personnel member has been identified as a key resource to the relevant Order,Company at its sole discretion may reassign, if and as necessary,other appropriately qualified Company Personnel to the relevant Order as long as such assignment will not affect Company's fee for the Services defined or ability to satisfy its Deliverables. Neither Party is a legal representative of the other nor does a Party have the authority,either express or implied,to bind or obligate the other in any way. MCCI MSA Page 2 of 8 7. Non-Solicitation To the extent permitted by law,during the term of this Agreement and for a period of twelve(12)months thereafter,neither Party shall knowingly (i) induce or attempt to induce any then-current employee or independent contractor of the other Party to terminate his or her employment or other relationship with the non-soliciting Party or(ii)solicit or hire any former employee or independent contractor that had been employed or engaged by the non-soliciting Party during the previous twelve (12) months. Notwithstanding the foregoing, either Party may solicit for employment,offer employment to,employ,or engage as a consultant or advisor,any of the other Party's personnel who:(i)had no previous direct contact with the soliciting Party's personnel in connection with,and during the performance of,the Services hereunder,or(ii)have responded to a general, publicly-available advertisement for employment by the hiring Party(including its Affiliates), or(iii) make unsolicited approaches or inquiries to such Party(including its Affiliates)regarding employment opportunities.The current engaging Party, in its sole discretion,may waive this provision in writing for an individual. Except for government entities, In consideration for such waiver, the soliciting Party agrees to pay a placement fee equal to fifty(50)percent of such person's new total annual compensation.This placement fee shall be due immediately upon such person's commencement of services. 8. Confidential Information The Parties acknowledge that in the course of Company providing Services for Client hereunder, each may receive Confidential Information(as defined below)of the other Party.Any and all Confidential Information in any form or media obtained by a Recipient(defined below)shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the performance hereunder.Each Recipient further acknowledges that it shall not use such Confidential Information for any purposes other than in connection with the activities contemplated by this Agreement.All consultants assigned by Company to Client will sign appropriate forms of confidentiality agreements on or prior to their start date. "Confidential Information" means any and all confidential information of a Party disclosed to the other Party, including, but not limited to, research,development,proprietary software,technical information,techniques, know-how,trade secrets, processes,clients,private information regarding employees and citizens such as addresses and social security numbers, and human resources matters related to personnel investigations,consultants,pricing information and financial and business information,plans and systems.Confidential information includes any information protected under attorney-client privilege,including any communication involving in-house counsel or any counsel hired by the Client. Confidential Information shall not include information which:(i)was known to the Party receiving the information(the"Recipient")prior to the time of disclosure by the other Party(the"Disclosing Party");(ii)at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of this Agreement or other wrongful act by the Recipient;(iii)was lawfully received by Recipient from a third party without any obligation of confidentiality; or(iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority. The obligations set forth in this Section shall survive termination of this Agreement for a period of three(3)years thereafter. 9. Intellectual Property Unless otherwise specified in any Order,or subject to a third-party license agreement,title to all materials,Services,and/or Deliverables,including, but not limited to, reports, designs, programs, specifications, documentation, manuals,visual aids, and any other materials developed and/or prepared for Client by Company under any Order,to the extent that the same are custom and unique in application to Client,(whether or not such Order is completed)("Works"),and all interest therein shall vest in Client and shall be deemed to be a work made for hire and made in the course of the Services rendered hereunder.Company shall retain a non-exclusive,royalty-free,world-wide,perpetual license to use,sell,modify,distribute, and create derivative works based upon any of the foregoing Works in its information technology professional services business,provided that in so doing Company shall not use or disclose any Client Confidential Information or Deliverables custom and unique to Client.To the extent that title to any such Works may not,by operation of law,vest in Client or such Works may not be considered works made for hire,all rights,title and interest therein are hereby irrevocably assigned to Client.All such Works shall belong exclusively to Client,except as set forth herein,with Client having the right to obtain and to hold in its own name,copyrights, registrations,or such other protection as may be appropriate to the subject matter,and any extensions and renewals thereof.Company agrees to give Client and any person designated by Client,reasonable assistance,at Client's expense,required to perfect the rights defined in this Section 9.Unless otherwise requested by Client,upon the completion of the Services to be performed under each Order or upon the earlier termination of such Order, Company shall promptly turn over to Client all Works and Deliverables developed pursuant to such Order,including,but not limited to,working papers,narrative descriptions,reports,and data. Notwithstanding the foregoing, the following shall not constitute the property of Client: (i) Company software, including but not limited to any proprietary code(source and object),or that which is subject to third-party license agreements with Company and/or Client;(ii)those portions of the Deliverables which include information in the public domain or which are generic ideas, concepts, know-how and techniques within the computer design,support and consulting business generally; and(iii)those portions of the Deliverables which contain the computer consulting knowledge, techniques, tools, routines and sub-routines, utilities, know-how, methodologies and information which Company had prior to or acquired during the performance of its Services for Client and which do not contain any Confidential Information of Client conveyed to Company. Should Company, in performing any Services hereunder, use any computer program,code,or other materials developed by it independently of the Services provided hereunder("Pre-existing Work"),Company shall retain any and all rights in such Pre-existing Work.Company hereby grants Client a paid up,royalty free,world-wide, non-exclusive license to use outputs generated by the Company software and Pre-existing Work for its internal business needs for the term of each applicable Order. MCCI MSA Page 3 of 8 Client understands and agrees that Company may perform similar services for third Parties using the same Personnel that Company may use for rendering Services for Client hereunder,subject to Companys obligations respecting Client's Confidential Information pursuant to Section 8. 10. Data Privacy In the event that Company,in the course of providing Services to Client,receives,stores,maintains,processes or otherwise has access to"Personal Information"(as defined by the State Data Protection Laws(defined below)and/or European Union Directives,and including, but not limited to, an individual's name and social security number,driver's license number or financial number)then Company shall safeguard this information in accordance with these laws.Company may disclose Personal Information and other Client provided information for business purposes only on a need-to-know basis and only to(i)Company Personnel,(ii)any third-party service providers that have agreed to safeguard Personal Information and other Client provided information in a like manner as Company safeguards such information,and(iii)with other entities authorized to have access to such information under applicable law or regulation.Company may disclose Personal Information when necessary to protect its rights and property,to enforce its terms of use and legal agreements,as required or permitted by law,or at the request of law enforcement authorities and the courts,and pursuant to a subpoena.Company shall have no duty to notify Client of such compliance with law.Company takes reasonable and appropriate measures to maintain the confidentiality and security of Personal Information and to prevent its unauthorized use or disclosure. To the extent that Company experiences a Security Breach as defined under the applicable State Data Protection Laws for information generated in connection with this Agreement or any Order hereto,Company shall notify Client in writing within five(5)business days of confirming the same. 11. Warranty (a) General Representation and Warranty. Client represents and warrants that it shall have all rights and licenses,including,without limitation those related to data,software and the like,of third parties, necessary or appropriate for Company to access or use such data and/or third-party products and agrees to produce evidence of such rights and licenses upon the reasonable request of Company. (b) Services Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10,THE APPLICABLE EXHIBITS AND/OR ORDERS,COMPANY DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE. (c) General Warranty. Company shall perform the Services in compliance with all applicable federal and state laws and regulations and industry codes, including but not limited to(i)federal and state anti-kickback laws and regulations,(ii)federal and state securities laws,meaning that Company agrees that Client may be a publicly traded company and Company shall instruct Company Personnel that federal and state securities laws prohibit the purchase, sale,or pledge of Client stock while in possession of any material, non-public information,(iii)the Foreign Corrupt Practices Act of 1977, (iv) federal and state privacy and data protection laws, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act(collectively,"State Data Protection Laws"),and(v)Company also represents that it uses E-Verify to verify the work authorization of all newly hired employees. 12. Indemnification and Limitation of Liability (a) Indemnification. To the extent caused by Company,Company shall indemnify,defend,and hold Client harmless against any loss,damage,or costs(including reasonable attorneys' fees) in connection with third party claims, demands, suits, or proceedings("Claims")for bodily injury or tangible property damage arising out of Company's performance within the scope of its responsibilities under this Agreement or by a third-party alleging that the use of any Deliverable(expressly excluding third party software and/or cloud host provider)as provided to Client under this Agreement or any Order hereto and used in accordance with this Agreement and relevant documentation, infringes any third party's intellectual property rights perfected in the United States.Notwithstanding the foregoing,Company shall not be required to indemnify Client to the extent the alleged infringement:(i)is based on information or requirements furnished by Client,(ii)is the result of a modification made by an entity other than Company,or(iii)arises from use of a Deliverable in combination with any other product or service not provided or approved in writing by Company.If Client is enjoined from using the Deliverable or Company reasonably believes that Client will be enjoined, Company shall have the right,at its sole option,to obtain for Client the right to continue use of the Deliverable or to replace or modify the same so that it is no longer infringing.If neither of the foregoing options is reasonably available to Company,then this Agreement may be terminated at either Party's option,and Company's sole liability shall be subject to the limitation of liability provided in this Section. (b) Indemnification Procedure. Client shall give Company(i)prompt written notice of the Claim;(ii)sole control of the defense and settlement of the Claim(provided that Company may not settle any Claim unless it unconditionally releases Client of all liability and does not otherwise negatively impact Client's rights,including,without limitation,those in its intellectual property);and(iii)at Company's cost,all reasonable assistance. (c) Limitation of Liability. Except for a breach of intellectual property rights,a third party's end user and/or terms of use agreement,and to the extent caused by the applicable Party: (i)IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL,EXEMPLARY,INCIDENTAL,OR CONSEQUENTIAL DAMAGES(INCLUDING,WITHOUT LIMITATION,LOST REVENUES,PROFITS,SAVINGS OR BUSINESS)OR LOSS OF RECORDS OR DATA,WHETHER OR NOT THE POSSIBILITY OF SUCH MCCI MSA Page 4 of 8 DAMAGES HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY,AND WHETHER IN AN ACTION BASED ON CONTRACT,WARRANTY,STRICT LIABILITY,TORT(INCLUDING,WITHOUT LIMITATION, NEGLIGENCE),OR OTHERWISE. EXCEPT FOR A PARTY'S PAYMENT OBLIGATIONS; (ii) EACH PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES, OR OTHER LIABILITY ARISING OUT OF,OR CONNECTED WITH,THIS AGREEMENT,THE SERVICES,DELIVERABLES AND/OR SOFTWARE PROVIDED HEREUNDER OR CLIENT'S USE OF ANY SUCH SERVICES, DELIVERABLES,AND/OR SOFTWARE,AND WHETHER BASED UPON CONTRACT,WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, SHALL IN NO CASE EXCEED INSURANCE LIMITS. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL AGREEMENTS BETWEEN THE PARTIES, REGARDLESS OF WHETHER EXECUTED PRIOR TO OR SUBSEQUENTTO THIS AGREEMENT. EACH PARTY'S ENTIRE LIABILITY AND CLIENT'S REMEDIES UNDERTHIS AGREEMENT SHALL BE SUBJECTTO THE LIMITATIONS CONTAINED IN THIS SECTION .THE LIMITATIONS ON WARRANTY AND LIABILITY SPECIFIED IN SECTIONS 11 AND 12 HEREOF WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The Parties acknowledge that the limitation of warranties and liabilities as set out in this Agreement are an essential basis of this Agreement and that the prices agreed to be paid by Client for Services reflect these limitations. 13. Insurance During the term of this Agreement,Company shall carry,at its sole expense,insurance coverage to include at a minimum the following: • Workers Compensation:State statutory limits and$1,000,000 employers'liability • Comprehensive General Liability:$2,000,000 per occurrence and$4,000,000 in the aggregate • Professional Liability and Errors&Omissions:$1,000,000 per occurrence and$3,000,000 in the aggregate • Cyber and Technical Errors and Omissions:$3,000,000 in the aggregate Company,at Client's request,will name Client as an additional insured under the Comprehensive General Liability policy. Company represents that Client is automatically included as an additional insured under the Errors and Omissions and Cyber and Technical Errors and Omissions policies for vicarious liability,but no modified certificate of insurance will be provided. 14. Notices All notices, demands, and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified electronic transmission)or five (5) business days after mailed in the Continental United States by first class mail, postage prepaid, to a Party at the following address, or to such other address as such Party may hereafter specify by notice: If to Company If to Client: MCCi,LLC City of Ashland 3717 Apalachee Parkway 20 East Main Street Suite 201 Ashland,OR 97520 Tallahassee, FL 32311 Attn:Alissa Kolodzinski Attn:Legal Department Email: Email: aIissa.koIodzinskiCwash I-an dore org 7.gov 15. Miscellaneous (a) Third-Party EULA(End User License Agreement)Provisions. Client acknowledges that they are responsible for adhering to any third-party End User License Agreements,acceptable use policies,and/or terms and conditions or similar requirements("EULA"),whether supplied by Company as a convenience or not,for any products procured on behalf of Client by Company and Company shall not be responsible for such products except related services provided directly by Company (b) Use of Open-Source Code. Except as disclosed in the Order, Company does not distribute nor otherwise use any open-source or similar software in a manner that would obligate Company to disclose,license,make available or distribute any of its material proprietary source code as a condition of such use. For purposes of this Agreement,"Open Source"shall mean any software or other Intellectual Property that is distributed or made available as"open-source software"or"free software"or is otherwise publicly distributed or made generally available in source code or equivalent form under terms that permit modification and redistribution of such software or Intellectual Property. Open Source includes, but may not be limited to, software that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License,Common Public License,Apache License,or BSD License,as well as all other similar"public"licenses. (c) Client Software Customizations. Client may choose to customize their software internally without Companys help.Company is not responsible for any damages caused by Client's customization of the software. Company will not be held responsible for correcting any problems that may occur from these customizations. (d) Company Software Configuration Services. MCCI MSA Page 5 of 8 Client may elect to contract with Company to configure Client's software.In these situations,Client acknowledges they are responsible for testing all software configurations and as such, waives any and all liability to Company for any damages that could be related to these software configurations. (e) Compliance with Laws. To the extent applicable to the Parties each Party shall comply with and give all notices required by all applicable federal,state,and local laws,ordinances, rules, regulations,and lawful orders of any public authority bearing on use of the Services, Deliverables and/or software and the performance of this Agreement. (f) Equal Opportunity. To the extent applicable to the Parties each shall abide by the requirements of 41 CFR 60-1.4(a),60-300.5(a)and 60-741.5(a),and the posting requirements of 29 CFR Part 471,appendixAto subpart A,if applicable.These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race,color,religion,sex,sexual orientation,gender identity or national origin. (g) Excluded Parties List. To the extent required by law and applicable to Client,Company agrees to promptly report to Client if an employee or contractor is listed by a federal agency as debarred,excluded or otherwise ineligible for participation in federally funded health care programs. (h) Boycotts. Company is not engaged in and will not engage in a boycott prohibited under United States and/or applicable State laws. (i) E-Verify Company uses E-Verify to verify the work authorization of all newly hired employees. 0) Force Majeure. If either of the Parties hereto are delayed or prevented from fulfilling any of its obligations under this Agreement by force majeure, said Parties shall not be liable under this Agreement for said delay or failure."Force Majeure"means any cause beyond the reasonable control of a Party including,but not limited to,an act of God,an act or omission of civil or military authorities of a state or nation,epidemic,pandemic, fire, strike,flood, riot,war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities. (k) Audit Rights. With reasonable notice and at a convenient location,Client will have the right to audit Company's records to verify the accuracy of invoicing to Client. In addition,should any of Client's regulators legally require access to audit the Services,Company will,to the extent legally required by such regulators,provide access for the same.All results of such audits shall be Company Confidential Information. Client shall bear all costs associated with audits. (p Assignment. Neither Party may assign or otherwise transfer any of its rights,duties,or obligations underthis Agreement without the priorwritten consent of the other Party.Either Party,however,without any requirement for prior consent by the other,may assign this Agreement and its rights hereunder to any entity who succeeds(by purchase, merger, operation of law or otherwise)to all or substantially all of the capital stock, assets,or business of such Party, if the succeeding entity agrees in writing to assume and be bound by all of the obligations of such Party under this Agreement.This Agreement shall be binding upon and accrue to the benefit of the Parties hereto and their respective successors and permitted assignees. (m) Modification. This Agreement may be modified only by a written amendment executed by duly authorized officers or representatives of both Parties. (n) Provisions Severable. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid,void,or unenforceable,then such provision shall be severed from this Agreement and the remaining provisions will continue in full force. (o) Dispute Resolution. Should a dispute arise between Company and Client involving their respective responsibilities,limitations,or the working relations between the Parties underthis Agreement or any Order,then the Parties will make reasonable efforts to amicably resolve the dispute.Priorto entering arbitration as set forth below,the Parties agree that any dispute will initially be referred to their senior management for resolution within ten(10)business days of receipt of notice specifying and asking for the intervention of the Parties'superiors.If the dispute is still unresolved after such ten(10)business day period,the Parties agree,at the written request of either Party,to submit the dispute to a single arbitrator for resolution by binding arbitration under the rules of the American Arbitration Association,and that any award of the arbitrator shall be governed and construed in accordance with the laws and in the jurisdiction of the State of Oregon,Jackson County.In any such action,the Parties will bear their own costs and will share equally in the costs and fees assessed by the American Arbitration Association for its services. (p) Interpretation. The descriptive headings of this Agreement and of any Order under this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.As used herein,"include"and its derivatives(including,"e.g.")shall be deemed to mean "including but not limited to."Each Party acknowledges that this Agreement has been the subject of active and complete negotiations,and that this Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisers participated in the preparation of this Agreement. (q) Publicity. MCCI MSA Page 6 of 8 Company may use the name of Client, the existence of this Agreement and the nature of the associated services provided herein for marketing purposes,except that such use shall not include any Client Confidential Information as defined in Section 8 of this Agreement. MCCI MSA Page 7 of 8 (r) Entire Agreement. This Agreement and all Order(s)attached hereto constitute the complete and exclusive statement of the agreement between the Parties and supersedes all proposals,oral or written,and all other prior or contemporaneous communications between the Parties relating to the subject matter herein. (s) Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the Parties with the same effect as if all the signatures were upon the same instrument. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format)by either of the Parties and the receiving Party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. (t) Governing Law. This Agreement, any claim dispute or controversy hereunder(a "Dispute")will be governed by(i)the laws of the State ofOregon , or(ii) if Client is a city,county, municipality or other governmental entity,the law of state where Client is located, in all cases without regard to its conflicts of law.The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. In any Dispute,each Party will bear its own attorneys'fees and costs and expressly waives any statutory right to attorneys'fees. (u) Survival. Sections 2(Fees),3(Invoicing and Payment),6(Company Personnel),7(Non-solicitation),8(Confidential Information),9(Intellectual Property), 10(Data Privacy), 11 (Warranty),12(Indemnification and Limitation of Liability), 14(Notices),15(Miscellaneous),and all other terms that by their context are intended to survive,whether in or under this Agreement,shall survive termination or expiration of this Agreement. (v) Bench Trial. The Parties agree to waive,to the maximum extent permitted by law,any right to a jury trial with respect to any Dispute. (w) No Class Actions. NEITHER PARTY SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST EACH OTHER,SUCH PARTY'S PROVIDERS,AND/OR CLIENTS,OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. (x) Limitation Period. Neither Party shall be liable for any claim brought more than two(2)years after the cause of action for such claim first arose. IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date. MCCi,LLC CITY OF ASHLAND("Client") E-SIGN D y Victor D'Aurio t''c ,sir Signed: on 024 fS—r3-27:17 GMT Signed: 4zotiz � Victor D'Aurio Name: Name: Chief Operating Officer Title: Title: City Manager December 18, 2024 Date: Date: 12/17/2024 20 EAST MAIN STREET ASHLAND,OR 97520 MCCI VISA Page 8 of 8 ADDENDUM NO. 1 TO MASTER SERVICES AGREEMENT NO. 21072 INITIAL IUSTFOIA ORDER Pursuant to Master Services Agreement No.21072("Agreement"): December 18,2024 This INITIAL JUSTFOIA ORDER,designated as Addendum No. 1 (this"Addendum"or"Order"), is entered into as of ("Addendum Effective Date"),by and between JustFOIA,Inc.("Company"or'JustFOIA")and Client.This Addendum is subject to the Agreement and the following terms that are applicable to Company providing Company software(the"Solution")to Client.Company is an affiliate of MCCi and will provide the Solution as set forth hereunder. Company will invoice Client directly for the same. If there is any conflict between a provision of the Agreement and this Addendum, the Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.This Addendum supersedes any previous quotes or proposals received.Use of pre-printed forms,including,but not limited to,email, purchase orders,shrink-wrap or click-wrap agreements,acknowledgements,or invoices,is for convenience only,and all unilaterally issued and/or pre-printed terms and conditions stated thereon,except as specifically set forth in this Addendum,are void and of no effect. JustFOIA,Inc CITY OF ASHLAND("Client") Eli N 6 by Victor D'Aurio Signed: on'zo � =rsa�� sGMT Signed: ll�� Name: Victor D'Aurio Name: Sabrina Cotta Chief Operating Officer City Manager Title: Title: Date: December 18, 2024 Date: 12/17/2024 PRICING ........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... a stfoia Bill to:Alissa Kolodzinski alissaokolodzinski 67asrilandore ran„o, v 3717 Apalachee Parkway, Suite 201 Ship to:Alissa Kolodzinski Tallahassee, FL 32311 alissa.kolodzinskiCO)asril<indr)ret r..n.....o .r..v... 850.701.0725 cc AP Contact: alissa.kolodzinski d)aslilandoi,eTon„Z v 850.564.7496 fax Client Name: City of Ashland Quote Date: December 17, 2024 Client Address: 20 East Main Street,Ashland, OR 97520 Quote Number: 33827 Subscription Period Start Date: Date of Contract Execution Quote Type: New JustFOIA System Subscription Period End Date: 12 Months from Date of Contract Execution Product Description: Qty. Unit Cost Total IustFOIAANNUAL RECURRING SERVICES [� JustFOIA Pro Plus 1 $9,835.00 $9,835.00 [� Single Sign On for JustFOIA Pro Plus 1 $1,475.25 $1,475.25 [� Laserfiche Integration for JustFOIA Pro Plus 1 $1,967.00 $1,967.00 [Jf Payment Portal 1 Included Included [Jf Any&AII Document Management 1 Included Included [Jf Unlimited Admins, Power Users &General Users 1 Included Included [Jf Unlimited Storage 1 Included Included Site Name: City of Ashland, OR Included Included URL: ashlandoregon.justfoia.com Included Included 13,277.25 Service Description: Qty. Unit Cost Total IustFOIA SERVICE PACKAGES 2 Pro Implementation 1 Included Included [Jf Configuration of 2 Request Forms 1 Included Included 1. City Records Requests 2. Police Records Requests [� Additional Request Form Configuration 1 $1,500.00 $1,500.00 1. Third Form- TBD [Jf Payment Portal Configuration 1 Included Included [� Single Sign-On Configuration 1 $750.00 $750.00 [Jf Any&AII Document Management Configuration 1 Included Included [� Laserfiche Integration Configuration for JustFOIA Pro 1 $750.00 $750.00 m $3,000.00 YEAR 1 ORDER COST $16,277.25 All Quotes Expire 30 Days from Quote Date w ,Mcci Page 1 This is NOT an invoice. Please use this confirmation to initiate Client's purchasing process. RECURRING SERVICES Client has elected to license the JustFOIA software provided as a service(the"Solution"). The Recurring Services portion of this Order and/or applicable Addendum will systematically renew unless written notice of termination has been provided. An annual increase of 5% will be applied to the immediately preceding annual rates (excluding any initial or one-time discounts) unless Client has terminated the Order and/or Addendum earlier, as set forth below, or provided sixty (60) days written notice prior to the scheduled renewal date of the Recurring Services. SALES TAX Sales tax will be invoiced where the Client is not exempt and/or has not communicated its tax status to JustFOIA.Sales tax is not included in the fee quote above. TERM Either party may terminate this Order upon any of the following: (a) Thirty (30) days after a party's receipt of written notice from the other party that this Order and/or applicable addendum shall be terminated; or (b) Thirty(30)days after one party notifies the other in writing that they are in breach or default of this Order, unless the breaching party cures such breach or default within such thirty(30) day period; or (c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either party, any insolvency of a party, any appointment of a receiver for such party, or any assignment for the benefit of such party's creditors (a "Bankruptcy Event"), unless such party cures such Bankruptcy Event within the fifteen (15) day period; or (d) If Client has not paid in full the renewal invoice within 45 days after scheduled renewal date of the Recurring Services, the Order (and/or applicable addendum) will systematically terminate, but may be reinstated if/when the Client pays the renewal invoice in full (including any applicable reinstatement fees); or (e) If Client is a city, county, or other government entity the following applies: If Client's governing body fails to appropriate sufficient funds to make payments due and to become due during Client's next fiscal period, Client may, subject to the terms herein, terminate the Order as of the last day of the fiscal period for which appropriations were received(each an"Event of Non-appropriation"). Client agrees to deliver notice of an Event of Non-appropriation to JustFOIA at least 30 days prior to the end of Client's then-current fiscal period, or if an Event of Non-appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non-appropriation. If this Order is terminated following an Event of Non-appropriation, Client agrees to compensate JustFOIA for services rendered prior to such Event of Non-appropriation. [remainder of page intentionally left blank] w ,Mcci Page 2 BILLING JustFOIA will invoice Client as follows: Recurring Services (Initial Salem Upon receipt of Order. Annu.uall IRenewall: 75 days in advance of expiration date. One-Time Services 50%upon project kickoff, remaining 50% upon project completion and project acceptance. JustFOIA shall not send any invoices, nor claim payment, for any fees or expenses incurred by JustFOlA until both parties authorize this Order. PAYMENT Client agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30) days from the date of each invoice. Once payment has been received, no refunds for Recurring Services are available. w 'Mcci Page 3 TECHNICAL SUPPORT ........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... To support your journey, it's important to have a plan in case issues or needs arise. Technical Support JustFOlA Technical Support is provided for all clients through the online support center, by email (support@JustFOIA.com), or by telephone (800-342-2633), during business hours of 8 a.m. to 8 p.m. Eastern Time. Technical Support covers Solution break/fix support,version updates, and continued educational resources including the Training center for JustFOIA. w ,Mcci Page 4 SERVICE PACKAGES ........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ASSUMPTIONSGENERAL The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope of services to be provided.Variations to the following may impact the Service Package's cost and/or schedule,justifying a change order. • JustFOIA's completion of a Deliverable to Client shall constitute that JustFOIA has conducted its own review and believes it meets Client's requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five(5) business days after JustFOIA's submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOIA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies,JustFOIA shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. • If either party identifies a business issue during the project,JustFOIA and Client mustjointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification.Any necessary business decision resulting from the identified business issues must be made by Client within five(5) business days from request. • Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent by JustFOIA on retraining, reeducating, or changes in direction. • Client will ensure that all Client's personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assistjustFOIA personnel by answering business, technical and operational questions and providing requested documents, guidelines, and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Order; and (iii) be available to assist JustFOIA with any other activities or tasks required to complete the services in accordance with this Order. IN Note that all services contracted for must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Client does not elect to implement as part of the initial implementation, such services are forfeited. IN All services, unless otherwise noted, will be performed remotely. PRO IMPLEMENTATION CLIENT TASKS &DELIVERABLES IN Provide a visual flow chart and/or narrative of current records request process(es) and requirements IN Attend all scheduled implementation sessions and respond promptly to requests for information IN Complete necessary configuration assignments in a timely manner, including but not limited to: W Create General User and Viewer accounts and respective departments W Create user-created email templates IN Conduct internal end-user(General User)trainings IN Perform user acceptance testing IN Complete JustFOIA Training Center trainings and certification IN Configure Deflection/Dynamic Fields, unless Dynamic Fields Configuration Package is quoted JustFOIA TASKS &DELIVERABLES IN Deploy site in the Microsoft Azure Government Cloud IN Set up Client with Training Center accounts IN Conduct Pre-Implementation Session (1 hour)to collect necessary configuration data and outline expectations IN Lead Implementation Launch Session (1 hour) to identify implementation milestones and introduce Client to public facing JustFOIA site and request form(s) IN Establish and configure initial Administrator and Power User security credentials and respective departments Personalize Public Portal with Client branding w ,Mcci Page 5 IN Configure number of request forms defined in Order and necessary request statuses and workflow task lists IN Complete initial configuration of observed holidays IN Complete initial configuration of system email templates IN Conduct two (2) Remote System Trainings (1.5 hours and 1 hour respectively); recordings made available in Training Center IN Conduct one(1) Remote Workflow Training(1 hour per form process); recording made available in Training Center IN Provide training support and resources to Administrator and Power User Team for end-user trainings IN Provide technical support through user testing before going live IN Assist with transition to Client Success and Support Teams IN Provide Go-Live Marketing Press Kit ANY & ALL DOCUMENT MANAGEMENT CONFIGURATION CLIENT TASKS &DELIVERABLES N Attend remote Document Management training and respond promptly to requests for information JustFOlA TASKS &DELIVERABLES N Configure and implement Any&All Document Management module N Conduct one(1) remote Document Management training session (30 minutes); recording uploaded to Training Center PAYMENT PORTAL CONFIGURATION CLIENT TASKS &DELIVERABLES N Review Payment Portal Guide N Set up an account with a valid Payment Processor(JetPay/NCR, NIC, PayPal or Authorize.net)* *Recommended that merchant account application be completed at the time cf JustFOlA contract execution to avoid project delays. N Supply necessary credentials from Payment Processor. Examples include: Client Key Web Key API Identifier Payment Type Name Allowed Payment Method N Participate in testing process JustFOlA TASKS &DELIVERABLES N Conduct requirements gathering N Configure and implement Payment Portal SINGLE SIGN-ON (SSO) CONFIGURATION CLIENT TASKS &DELIVERABLES IN Review Single Sign-on Guide IN Follow the Sin le Sign-on Guide and best practices documentation for your Identity Provider of choice IN Choose a protocol to connect with (e.g.: SAML, Open ID Connect) IN Attend an Integration Call with JustFOIA to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities IN Work with JustFOIA to determine what pieces of information will be needed IN Participate in testing JustFOlA TASKS &DELIVERABLES N Conduct requirements gathering N Configure JustFOIA SSO: IN Deliver any relevant documentation for connection type to the client IN Integration call with Client to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities IN Information gathered by client is provided to JustFOIA Enterprise Connection is created and established in the JustFOIA system w ,Mcci Page 6 M Client tests the connection to validate it is configured and working correctly Complete testing LASERFICHE INTEGRATION CONFIGURATION CLIENT TASKS &DELIVERABLES IT review and verification of prerequisites/requirements in the Laserfiche Integration User Confi urg anon Guide Attend all scheduled integration and configuration sessions and respond promptly to requests for information Participate in testing JustFOIA TASKS &DELIVERABLES M Delivery of installable Common Web Services API (CWS API) M Conduct remote configuration sessions as required to complete the Laserfiche integration Complete testing and training w ,Mcci Page 7 JUSTFOIA ASSUMPTIONS ........ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... THESE ASSUMPTIONS APPLY TO ALL ORDERS PLACED FORTH E SOLUTION. THESE PROVISIONS SHALL SURVIVE AFTER TERMINATION OR EXPIRATION OF ANY AND ALL PORTIONS OF THE ORDER. WARRANTIES & DISCLAIMERS JUSTFOIA DOES NOT PROMISE THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT PRIVACY, CLIENT DATA, CONFIDENTIAL INFORMATION,AND PROPERTY. JustFOIA Warranties JustFOIA warrants that (i) the Solution shall perform materially in accordance with any specifications or descriptions set forth herein, (ii)subject to exceptions related to non-JustFOIA software,the functionality of the Solution will not be materially decreased during the term of this Order, (iii)JustFOIA will use industry standard measures to not transmit malicious code and the like ("Malicious Code") to Client, provided that if Client or a user uploads a file containing Malicious Code into the Solution Client shall be liable for the same; and (iv)to JustFOIA's knowledge, Client's use of the Solution in strict compliance with the Order shall not infringe or violate the intellectual property rights of any third- party. The warranties herein are void to the extent of any Client failure to perform in accordance with the Order and any licensing terms.JustFOIA shall not be responsible for any decrease in functionality or other issues that are the result of(i) the Solution not being used in accordance with the Order, (ii) the Solution being modified or altered by or on behalf of Client without JustFOIA's written permission, or (iii) Internet or network connections, third-party software, streaming services, computers, equipment and/or devices not supplied by JustFOIA. Client Warranties Client warrants that JustFOIA's use of Client data and/or any other item provided by Client, in accordance with the Order will not infringe or violate the intellectual property or other rights of any third-party. Client warrants that it shall have all rights and licenses of third-parties necessary or appropriate for JustFOIA to access or use such third-party products and agrees to produce evidence of such rights and licenses upon the reasonable request of JustFOIA. TECHNICAL SUPPORT JustFOIA Technical Support is provided for all clients through the online support center, by email (support@JustFOIA.com), or by telephone (800-342-2633), during business hours of 8 a.m. to 8 p.m. Eastern Time. Technical Support covers Solution break/fix support,version updates, and continued educational resources including the Training center for JustFOIA. PROFESSIONAL SERVICES CHANGE ORDER PROCESS Any deviations from the contract will be documented in a Change Order that Client must execute. SCHEDULING All rates are based on normal business hours, Monday through Friday from 8 am to 5 pm local time. If scheduling needs to occur after business hours, additional rates may apply. LIMITED LIABILITY If the Master Agreement is silent on each party's limited liability, or there exists no master agreement, except for breach of any Intellectual Property right or Acceptable Use Policy, liability is limited to insurance limits . w ,Mcci Page 8 JustFOIA also does not warrant any third-party products procured on behalf of Client. If there are any product warranties provided by the manufacturer of the product, any remedy should be requested directly from manufacturer and JustFOIA has no liability associated therewith. CLIENT SOLUTION CUSTOMIZATIONS Client may also choose to customize their system internally without JustFOIA's help.JustFOIA is not responsible for any damage caused by the user's customization of the system not performed by JustFOIA.JustFOIA will not be held responsible for correcting any problems that may occur from these customizations. CLIENT INFORMATION TECHNOLOGY ASSISTANCE For JustFOIA to excel in providing the highest level of service, Client must provide timely access to technical resources. Client must provide adequate technical support for all JustFOIA installation and support services. If Client does not have "in-house" technical support, it is Client's responsibility to make available the appropriate Information Technology resources/consultant when needed. LICENSED SOFTWARE AND SERVICES During the term of the Order and any applicable addenda, JustFOIA grants to Client and Client accepts a non- transferable, revocable, non-exclusive, and limited license to use the Solution as defined herein subject to the terms, obligations and restrictions set forth in the Order. All rights to the Solution not granted to Client are reserved by JustFOIA. CLIENT RESPONSIBILITIES Files and other content that JustFOIA may provide to Client may be protected by intellectual property rights of others. Client will not copy, upload, download, or share files unless Client has the right to do so. Client, not JustFOIA, will be fully responsible and liable for what is copied, shared, uploaded, downloaded, or otherwise used while using the Solution. Client will not upload malware or any other malicious software to the Solution. Client is also responsible for the timely and accurate fulfillment of records requests, and ensuring that no classified, confidential, or illegal information is provided to or through the Solution. ACCEPTABLE USE POLICY Client agrees that it will not misuse or attempt to misuse the Solution, and that the Solution will only be used in a manner consistent with the Order. Client may only store non-confidential data to the Solution. It is understood and agreed that the uploading of confidential data to the Solution shall be allowed for redaction purposes (redaction process not to extend beyond 30 calendar days) and that the Solution is not to be used for long-term storage of unredacted confidential data following closure of the request. Client acknowledges and agrees that all use of the Solution hosted on the Azure Government Cloud is subject to the Microsoft terms and conditions surrounding the same.JustFOIA's obligations and liability and Client's rights are limited by the same. Further,JustFOIA neither accepts liability for, nor warrants the functionality, utility, availability, reliability, or accuracy of, third-party software or third-party services. INFORMATION & PRIVACY By usingthe Solution,Clientwill be providingJustFOIA with information. Client retains full ownership of its information, and JustFOIA does not assert ownership. These Assumptions do not grant JustFOIA any rights to Client's information or intellectual property except for the limited rights that are needed to run the Solution, as explained below. JustFOIA may need Client's permission to handle its information as directed and required for the functioning of the Solution. An example is hosting files or sharing them. Client hereby grants a license to JustFOIA to use and process such information solely to the extent necessary to fulfill JustFOIA's obligations. This license also extends to trusted third parties JustFOIA works with to do the same. w ,Mcci Page 9 Client is solely responsible for its conduct, the content of its files, and its communications with others while using the Solution. For example, it is Client's responsibility to ensure that it has the rights or permission needed to comply with these Assumptions,Terms &Conditions. INFORMATION SHARING AND DISCLOSURE JustFOIA may use certain trusted third-party companies and individuals to help JustFOIA provide,analyze,and improve the Solution (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Solution's features). These third parties may have access to Client's information only for purposes of performing these tasks on JustFOIA's behalf and under obligations similar to those in Section 5(Information &Privacy). INTELLECTUAL PROPERTY The Solution and any services surrounding the same herein are not considered "Works made for Hire"or otherwise a grant of any right, title or interest. Except for the license grant herein, all rights to the Solution and all services surrounding the same are—and remain—with JustFOIA. Client shall retain a non-exclusive, royalty-free, world-wide, perpetual license to use the outputs generated by Solution and stored external to Solution by Client during the Subscription Period. Except for the license grants hereunder, as between Client and JustFOIA, Client retains all rights to Client data and information. ACCOUNT SECURITY Client is responsible for any activity using its account and for safeguarding the passwords used to access the Solution, including not disclosing passwords to any third-party. Client will immediately notify JustFOIA of any unauthorized use of Client's account. Client acknowledges that if it wishes to protect its transmission of data or files to the Solution, it is Client's responsibility to use a secure network to communicate with the Solution. DATA RETENTION & ACCESS JustFOIA will retain Client's information (data hosted in the Solution) for as long as its account is active or as needed to provide the Solution. If Client wishes to cancel its account or request that JustFOIA no longer use Client's information to provide the Solution, Client may request that JustFOIA delete its account. JustFOIA may retain and use Client's information as necessary to comply with legal obligations, resolve disputes, and enforce mutual agreements. Consistent with these requirements, Client may request that JustFOIA delete Client's information. Please note, however, that there might be latency in deleting information from JustFOIA servers and backed-up versions might exist after deletion. In addition,JustFOIA does not delete Client information from its server's files that Client has in common with other users, provided that JustFOINs confidentiality obligations will persist with regard to such retained confidential information. Client understands and agrees that once the Client instance of the Solution is decommissioned,JustFOIA may not be able to provide Client a copy of the data included therein. Client agrees that it will back up all Client information that it requires.JustFOIA may decommission any environment after 45 days of Client not maintaining an active subscription to the applicable environment, including without limitation, as a result of non- renewal and/or non-payment. For the avoidance of doubt, if Client has an active subscription, Client may download its data at any time. NON-JUSTFOIA APPLICATIONS AND PROVIDERS The Solution may contain links to third-party websites or resources.JustFOIA does not endorse and is not responsible or liable for third-party websites, including, without limitation, availability, accuracy, the related content, products, or services. Client is solely responsible for its use of any such websites or resources. Acquisition of Non JustFOIA Products and Services JustFOIA or third parties may from time to time make available to Client third-party products or services, including but not limited to non JustFOIA applications and implementation, customization, and other consulting services. Such products and services shall be clearly designated as provided by a third-party in the applicable Order.Any acquisition w ,Mcci Page 10 by Client of such non JustFOIA products or services, and any exchange of data between Client and any non JustFOIA provider, is solely between Client and the applicable non JustFOIA provider. JustFOIA does not warrant or support products or services not provided by JustFOIA, whether or not they are designated by JustFOIA as "Certified"(as that term is defined below)or otherwise, except as specified in the Order and/or applicable addenda. No purchase of non- JustFOIA products or services is required to use the Solution except a supported computing device, operating system, web browser and Internet connection, all of which Client is solely responsible for providing in accordance with the specifications that may be provided byJustFOIA from time to time. For purposes of the Order,"Certified"shall describe applications and other products developed and sold by third parties that JustFOIA has verified interoperate with the Solution. Non JustFOIAApplications and Client information If Client installs or enables non JustFOIA applications for use with the Solution, Client acknowledges that JustFOIA may allow providers of those non JustFOIA applications to access Client information as required for the interoperation of such non JustFOIA applications with the Solution.JustFOIA shall not be responsible for any disclosure, modification or deletion of Client information resulting from any such access by non-JustFOIA application and/or providers. The Solution shall allow Client to restrict such access by restricting users from installing or enabling such non JustFOIA applications for use with the Solution.JustFOIA is not responsible for, and Client agrees to hold JustFOIA harmless from any third-party claims or liability owed to third parties resulting from any unauthorized use or disclosure or any damage or loss of Client information as a result of use of non JustFOIA applications or access to Client information by non JustFOIA application and/or providers. Integration with Non JustFOIA Services The Solution may contain features designed to interoperate with non JustFOIA applications (e.g., Laserfiche, Adobe, Authorize.net, or PayPal applications). To use such features, Client may be required to obtain access to such non- JustFOIA applications from their providers. If the provider of any such non-JustFOIA application ceases to make the non JustFOIA application available for interoperation with the corresponding Solution features on reasonable terms, JustFOIA may cease providing such features without entitling Client to any refund, credit, or other compensation, unless the provider of such non JustFOIA application provides for a refund of such fees. w ,Mcci Page 11 71T2 (MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 12/1/20255/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers,LLC CONTACT NAME: 777 S.Figueroa Street,52nd Fl. PHONE FAX CA License#OB99399 E-MAILo Ext: A/c No Los Angeles CA 90017 ADDRESS: (213)689-0065 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Valley Forge Insurance Company 20508 INSURED JustF01A,loc. INSURER B:American Casualty Company of Reading,PA 20427 1456427 3717 Apalachee Parkway INSURER C:The Continental Insurance Company 35289 Tallahassee FL 32311 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 21207124 REVISION NUMBER: XXXXXXX 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 POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y N 6072067360 12/1/2024 12/1/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RETE CLAIMS-MADE 1XI OCCUR PREMISES (E.occurrDence $ 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 X POLICY n PRO LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JECT OTHER: $ B AUTOMOBILE LIABILITY N N 6072067343 12/1/2024 12/1/2025 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY Per accident X Comp.Ded.$100 Coll.Ded. $ 1,000 C X UMBRELLA LIAB OCCUR N N 6072067357 12/1/2024 12/1/2025 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I X I RETENTION$ 10,000 $ XXXXXXX C AND EMPLOYERS'LIABILITY WORKERS COMPENSATION N 6072067326 AOS 12/1/2024 12/1/2025 X STER ATUTE EORH C ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A 6079501170(CA) 12/1/2024 12/1/2025 E.L.EACH ACCIDENT $ 1000000 OFFICER/MEMBER EXCLUDED? (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 Tech E&O/Cyber Liability N N 7095180448 12/1/2024 12/1/2025 Limit:$5,000,000 SIR:$50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Ashland is an Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 21207124 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street AUTHORIZED REPRESENTATIVE Ashland OR 97520 ©1988-20."ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Attachment Code: D568466 Master ID: 1456427,Certificate ID: 21207124 Named Insured:JustFOIA, Inc. City of Ashland 20 East Main Street Ashland, OR 97520 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless deliveryof Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 21207124 • Email: LACertseDelivery@lockton.com • Phone: (213) 334- 4669 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 777 South Figueroa Street Los Angeles, CA 90017 Attachment Co e: e i >ca e 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: 6072067360 Page 2 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: Ceilificate 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 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 the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver 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 A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents,or controls and to which 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: 6072067360 Page 3 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: e i ica e CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. 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 else acting on its behalf. However, this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d. or f. above; or (2)such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization,from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX(1-15) Policy No: 6072067360 Page 4 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: Ceilificate 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 Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such 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. The coverage granted by this paragraph does not apply to any person or organization: 1.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2.for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: 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. 2.ADDITIONAL INSURED- PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED's INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended 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- 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:6072067360 Page 5 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: Ceilificate 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 qualify 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. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba)as any Named Insured should choose to employ. CNA74872XX(1-15) Policy No: 6072067360 Page 6 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: mCCI , LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: Ceilificate 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 held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: 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. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. 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 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to: i. 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). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 6072067360 Page 7 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: e i ica e 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: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. 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: 6072067360 Page 8 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: e i ica e 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: 0 the Named Insured's employees are Insureds with respect to: (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 (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. 0 the Named Insured's volunteer workers are Insureds with respect to: (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; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c)and (d)of Paragraph 2.a.(1)of WHO IS AN INSURED. C. add the following: Insured does not include any physician while acting in his or her capacity as such. 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:6072067360 Page 9 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: Ceilificate 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 n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit)and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is$500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(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: 6072067360 Page 10 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: e i ica e 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 (2)the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES,the Insuring Agreement of Coverage C—Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT 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: - o icy NO: 6012061360 Page 11 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: Ceilificate 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 0 Provision 1.ADDITIONAL INSURED of this endorsement; or 0 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: 6072067360 Page 12 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Att c men Code: Ceilificate 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: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that 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 Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A—Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. 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: 6072067360 Page 13 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. At ac ment Code" o e: Ceilificate 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: 6072067360 Page 14 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2024 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.