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HomeMy WebLinkAboutA6946 - OPENGOV, INC. 0 P E N G 0 V OpenGov Inc.955 Charter Street (D . Redwood City,CA 94063 United States Created On: PIAV2GIft Order From Expiration:11/29/2019 Prepared By: Zach Garehk Subscription Start Date:2/112019 Email: zgarelik@opengov.com Subscription End Date: 1/31/2020 Customer Information Customer: City of Palm Springs,CA Contact Name: Ariana Muniz Billing Contact:Ariana Muniz Bill To/Ship To: PO Box 2743 Email: ariana.muniz@pahmpringsca.gov Email: ariana.muniz@palmspringsca.gov Palm Springs,CA Phone: 760-323-8229 Phone: 760-323-8229 United States Billing Frequency: Annual' Description: See Billing Table Below a Payment Terms: Net Thirty(30)Days SOFTWARE SERVICES: Product/Service — — Start Date End Date Annual Term Annual Fee Management Reporting 2/12019 1/31/2020 1 $19,290.28 CREDIT for Unused Management Reporting 2/12019 5/312019 One Time Credit ($6,430.09) Annual Subscription: See Billing Table Billing Table: _ Billing Date Amount Due October 10,2019 $12,860.19 (Ordi Torm Legal Temrs Welcome to OpenGov!Thanks for using our Software Services.This Order Form is entered into between OpenGov,Inc.,with its principal place of business at 955 Charter Street,Redwood City,94063("OpenGov'),and you,the entity identified above("Customer),as of the Effective Date.This Order Form includes and incorporates the OpenGov Software Services Agreement ("SSA")attached,or if no such SSA is attached,the SSA available at https://opmgov.com/terms-of-service and the applicable Statement of Work("SOW")incorporated hercin in the event Professional Services are purchased.The Order Form,SSA and SOW shall hereafter be referred to as the"Agreement".Unless otherwise specified above,fees for the Software Services and Professional Services shall be due and payable,in advance,on the Effective Date.By signing this Agreement,Customer acknowledges that it has reviewed,and agrees to be legally bound by, the OpenGov Terms and Conditions.Each parry's acceptance of this Agreement is conditional upon the other's acceptance of the terms in the Agreement to the exclusion of all other terms. of Palm Springs,CA OpenGov,Inc Signature: Signature: 'n GOB Name: Name -David 4- TzL4I ' Title: �l/I— Title: ahaa~ Date: Date: APPROVED AS TO FORM JEST: LAY I Ate' bily Clerk :x o.PENcov INVOICE INVOICE#: INV-003749 OpenGov, Inc. DATE: 10/10/2019 955 Charter Street . Redwood City, CA 94063 BILL City of Palm Springs, CA SHIP City of Palm Springs, CA To: PO Box 2743 TO: PO Box 2743 Palm Springs, California 92262 Palm Springs, California 92262 PO# TERMS DUE DATE Net 30 11/09/2019 ITEM# DESCRIPTION UNIT QTY UNIT PRICE AMOUNT OG OPRA Operational Performance- Reporting and B100200M-RR- Analysis- Between $100-200 Million - 1Y Each 1 $19,290.28 $19,290.28 1Y Start bate:02/01/2019 End Date:01/31/2020 . OG-OPRA- Operational Performance- Reporting and Analysis - Between $100-200 Million - 1Y 6100200M RR Each 1 $-6,430.09 $ 6,430.09 B1 Start Date:02/01/2019 End Date:05/31/2019 SUBTOTAL $12A..60.19 USD. Sales Tax $0.00 USD TOTAL $12,860.19 USD Questions? Please contact us at billing@opengov.com. OpenGov Payment Information: Remit to Address: OpenGov, Inc. 955 Charter Street Redwood City, CA 94063 NEW ACH"Information: Beneficiary: OpenGov, Inc Bank: Silicon Valley Bank Routing#121140399 Account#3302667783 Thank you for your business. Please remit to"above address. Invoice Date: 10/10/2019 Terms: Net 30 Due Date: 11/09/2019. Customer ID: 001d000001es2iJAAQ DATE(MMIDD/YYYY) ACCM o CERTIFICATE OF LIABILITY INSURANCE 9/29/2019 rq 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.certiflcate;holder is an ADDITIONAL INSURED,the pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed: If SUBROGATION IS WAIVED,subject.to the terms and conditions of the policy,"certain policies may require an endorsement. A statement:on this certificate does not confer rights to-the certificate holder in lieu of such endorsement(s). PRODUCER - CONTACT NAME: Tam!Huntsman - Woodruff-Sawyer&:Co. PHONE FAX 5.0 California Street, Floor 12 E-MAIL °E: :415.489.1435 Arc No)-- San Francisco CA 94111 ADDRESS: thuntsman woodruffsa er.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:North American Capacity Insurance Company 25038 INSURED. - - OPENING-02 INSURER B:Continental:lnsurance Com any 35289 OpenGov, Inc. INSURER C:National Fire Insurance Company of Hartford 20478 and its subsidiaries 955 Charter St; INSURER D: Redwood City CA 94063 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:122564701 REVISION NUMBER: THIS IS:TO'CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY. PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT;OR OTHER DOCUMENT WITH RESPECT TO WHICH.THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN-REDUCED BY PAID CLAIMS.. LICY EFF POLICY EXP ILT R - TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM/DDM Y MM/DD/YYY50ccukkENCE LIMITS LTR C X 60MMERCIALGENERALLIABILITY Y. Y 6079220146 9/21/2016 2/15/2021 $1,000,000 - TED CLAIMS-MADE �OCCUR DAMAGE TO urrence $1,000,000person) $15,000 INJURY $1,000,000 — GEN'LAGGREGATE LIMIT APPLIES PER: - GENERAL AGGREGATE X $2,000,000 POLICY PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 JECT OTHER: $ B AUTOMOBILE LIABILITY 6079220132 - 9/21/2019 2/15/2021 (Ea..i SINGLE LIMIT $1,000,000 - Ea accde.n.t ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED - BODILY INJURY(Per accident) $ - AUTOS ONLY AUTOS X.: HIRED Ix NON-OWNED PROPERTY DAMAGE - - AUTOS ONLY AUTOS ONLY - Per accident B X UMBRELLA LIAB X OCCUR 6079220180 9/21/2019 2/15/2021 EACH OCCURRENCE $5,000,000 EXCESS LIAB' CLAIMS-MADE AGGREGATE _ $5,000,000 DED I X I RETENTION.$ .. .. :.$. g WORKERSCOMPENSATION 6079220177 9/21/2019 9/21/2020- X PER'-• OTH= BAND EMPLOYERS'.L YIN 6079220163 9/21/2019 9/2 1/2020 IABILITY - STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L:EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? ❑ �N/A (Mandatory In NH) .E.L.DISEASE-EA EMPLOYEE,$1,000,000 If yes,describe under - - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT::$I j000,000 A Errors&Omissions/Cyber C4LPE040432CYBER201914 9/21/2019 2/15/2021 Per Claim Limit 3,000,000 Retroactive Date 8/22/2012 Aggregate Limit 3,000,000 Deductible 25,000 DESCRIPTION OF OPERATIONS r LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Palm Springs,its officers,"officials,employees,and volunteers are additional insureds as their interests may appear.Waiver of subrogation applies per attached form.Primary wording applies per attached form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs, CA 3200 E.Tahquitz Canyon Way Palm Springs.CA92262AUTHORIZPDREPRESENTATIVE ©'1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03). The ACORD name and logo are-registered marks of ACORD CNA CNA PARAMOUNT Technology General Liability Extensiow Endorsement It is understood;and-agreed that this:endorsement amends-the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any-provision also amended by this endorsement, then that.other endorsement controls with respect to such provision,and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. AdditionalInsureds 2.: .Additional Insured =Primary And Non-Contributory To Additional Insured's Insurance. I Bodily Injury—Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence . . .. . - 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended:Injury-Exception for Reasonable Force 7. 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage .. 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability--Damage To Premises 12. Medical Payments 11 Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising injury=Discrimination or Humiliation 16: Personal And Advertising Injury-Limited Contractual Liability 17. PropertyDamage-Elevators m s 18. Supplementary Payments n 19: Property Damage=Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 'o .. .. .. :. . . .. . . .. .... N O N 21._ Waiver of Subrogation=Blanket CNA74872XX(1-15) Policy No: 607922.0146 Page 1 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. - CNA PARAMOUNT CMA 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 effector 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 b such:contract or agreement, and in no event broader than that described (..) g q � Y g 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 applyto structural alterations,new construction or demolition operations performed by, on behalf of,or for such additional insured. B. Co-ownerof 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 grantorof 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: 6015220146 Page 2 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 but 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 prier: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 opeeations:performed by,on behalf of,or for such:add itional insured. H. .State or Governmental Agency or Subdivision oe 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 co.ntrols and to which this insurance applies: a. the existence, maintenance, repair, construction; erection, or removal of advertising signs, -awnings, canopies, celiac entrances, coal,holes, driveways, manholes, marquees, hoistaway openings, sidewalk. . vaults,street banners,,or decorations and similar exposures;or N. b. the construction,erection;:or removal of elevators;or N 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. Bodilyinjury, 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: -6079.220146 Page 3 of 14 Endorsement:No: 6 Nat'.1 Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of-Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT CNA 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 respectto,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 organizabon's liability for bodily: injury or property damage arising.out of your products w. hidN 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 injuryor 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: 6075220146 Page 4 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/20.19 . Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement; . 3. This.Paragraph J.also=does not-.apply: a. to any Vendor specifically scheduled:as an additional:insured by endorsement to this Coverage Part; b. toany 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 mJ'u ry, Pro.Pert Y:dama a 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 notapply to any person ororganiiation: 1: who is specifically scheduled as an additional insured on:anothee 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 bod.ily.inju.ry 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 . A endorsement, the following sentence is:added.to the paragraph above: o. to Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance.provided o such person or organization is excess of any other insurance available,to such person or organization: 0 N 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: -KNOWLEDGE OF OCCURRENCE A. BROAD CNA74872XX(1-15) Policy No: 6079220146 Page 5 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA PARAMOUNT CNA 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 Insuredor 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 beprejudiced 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:lnsured.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: 6079220146 Page 6 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CHA 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.entitl.ed Expected orIntended 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 forthe Named Insured, or chartered by or forthe 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: e b. This insurance applies:to bodily injury provided-that:the professional health care services are incidental to the Named:lnsured's primary business-purpose,and only if-. s (1) such bodily,injury is caused by an occurrence that takes place in the coverage territory. o (2) the bodily injury first occurs during the policy period.All bodily injury.arising from an occurrence will 0 0 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: 6079220146 Page 7 of 14 Endorsement No: 6 Nat'1 Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension:Endorsement Contractual Liability the Insured's actual or alleged liability-under any oral or written contract or:agreement, including but not limited to express warranties or guarantees. III. add the following additional exclusions. This insurance-does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on:an individual's race, creed, color, age, gender,national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act,error:or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similarfederal,state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage its 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 service_s rendered in connection with human:clinical trials or product testirig. GNA74872XX(1-15) Policy No: ' 6015220146 Page 8 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CHA cNA PARAMOUNT Technology General Liability Extension:Endorsement: ii. del:etethe definition of occurrence and replace it with the following: Occurrence means:a health care:incident.All acts, errors or omissions that are logically connected:by any: Common fact,circumstance, situation,transaction, event, advice or decision will be considered to constitute a Single occurrence; iii: amend the definition of Insured to a. add the following: the Named Insured's employees are.lnsureds 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:lnsured's business; when such bodily injury arises out of a:health care incident. • 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 injuryarises out of a health care incident. b. delete Subparagraphs(a), (b),(c)and (d)of Paragraph.Za.(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: : . o — Other Insurance s b. Excess Insurance a (1) To the extent this insurance applies, it is:excess.over any other insurance, self insurance or AS transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased N 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 iiiability 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: 60 mb146 Page 9 of 14 Endorsement.No: 6 Nat-'1 -Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights:Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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 liabifitycompany. 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.lnsured 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.Lihiit 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 foe damage to premises rented to a Named Insured is excluded:by another endorsement attached to his Coverage Part. CNA74872XX(1-15) Policy No: 6079226146 Page 10 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. :LIMITS OF INSURANCE is amended to delete-Paragraph 7.. (the Medical Expense'Limit):and replace it with the. -following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the :most the Insurer will pay under Coverage C— Medical Payments-for all:medical expenses.because of bodily injury - sustained by any one person. The Medical:Expense Limit is the:greater of. (1): $1.5,000 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: 0 (a) less than 75 feet long;and 0 (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 feelingsor.reputation of a natural.person. B. Under COVERAGES, Coverage :B — Personal and Advertising injury ,.Liability, the paragraph entitled Exclusions its amended to: t delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 6092zb146 Page 11 of 14 Endorsement-No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2015 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement,: - - Knowing Violation of Rights of Another Personal and advertising injury caused.by or at the direction of the Insured with-the knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to:discriminationor humiliation that results-in injury to the feelings or:reputation of a natural.person, but only if suchAiscrimination 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 robin,.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.lnsured derives solely from Provision 1:ADDITIONAL INSURED of this endorsement;or • attachment of an additional insured endorsement to:this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY ... . .. A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is-amendedto delete the.exclusion entitled Contractual Liability anal,replace it with the following: This insurance does not:a.pply 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 fora 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 parry'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 altemative- dispute resolution proceeding in which covered damages:are alleged. CNA74872XX(1-15) Policy No: 6079220146 Page 12 of 14 Endorsement No: 6 Nat-'1 -Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for-the purpose of the :coverage provided: by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety,and replace it with the following: Insured contract means that part of a written contract or_written agreement pertaining to the.Named Insured's - - business under which the:Named:Insured assumes the-tort liability of another party to pay for personal or advertising injury arising out of the.offense of false arrest; detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contractor agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled S.UPPLEMENTARY.PAYMENTS-COVERAGES A AND B: 1: Paragraph Id. 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 2442)(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 arid 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. N B. Solely for the purpose of the coverage provided by this:PROPERTY DAMAGE - ELEVATORS.Provision, the Other Insurance conditions is amerided to add the following paragraph: This insurance is excess over any of:the_ other insurance, whether primary, excess, contingent or on any othef basis that is Property insurance covering property of others damaged from the use of elevators. 0 N 18. SUPPLEMENTARY PAYMENTS 0 0 N The section entitled-SUPPLEMENTARY PAYMENTS-COVERAGES.A AND B is amended as follows: A. Paragraph 1b. 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 0-15) Policy No: 6079220146 Page 13 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE;and B. applies excess over any valid,and collectible.property insurance available to the Insured, including any deductible - applicable to such insurance;the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If tfie .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. yourwork 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 apart of and is for attachment to the Policy issued by the designated Insurers,takes effect on-the effective date of said Policy at the hounstated in said Policy; unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX(1-15) Policy No: 6079220146 Page 14 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission. I . G) OPENGOV Redwood Inc.955 Charter Street Redwood City,CA 94063 United States Created On: 11/142019 Order From Expiration:11292019 Prepared By: 7ach Garelik Subscription Start Date 2/12019 Email: zgarelik@opengov.com Subscription End Date:1/312020 Customer Information Customer: City ofPahn Springs,CA Contact Name: AriaoaMuniz. Billing Contact:ArianaMuniz Bill To/Sbip.To: PO Box 2743 -Email: arians muniz@pahnspringsca.gov Email: arians muniz@palmspringscagov Palm Springs,CA Phone: 760-323-8229 Phone: 760-323-8229 United States Order Details m Billing Frequency:Annual Description: See Billing Table Below Payment Terms: Net Thirty(30)Days SOFTWARE SERVICES: Product/Service Start Date End Datef Annual Term Annual Fee Management Reporting 2/12019 1/312020 1 $19,290.28 CREDITforUnusedManagemenrReportfng 2/12019 5/312019 One Time Credit ($6,430.09) Annual Subscription: See Billing Table Bring Tablei Billing Date Amount Due October 10,2019 $12,860.19 Order Form Legal Terms Welcome to OpenGov!Thanks for using our Software Services.This Order Form is entered into between OpenGov,Inc.,with its principal place of business at 955 Charter Street,Redwood City,94063("OpenGov%and you,the entity identified above("Customer'),as of the Effective Date.This Order Form includes and incorporates the OpenGov Software Services Agreement . ("SSA")attached,or if no such SSA is attached,the SSA available at httpsJ/opeagov.coin/tc=-of-service and the applicable Statement of Work("SOW")incorporated herein in the event Professional Services are purchased.The Order Form,SSA and SOW shall hereafter be referred to as the"Agreement".Unless otherwise speed above,fees for the Software Services and Professional Services shall be due and payable,in advance,on the Effective Date.By signing this Agreement,Customer acknowledges that it has reviewed,and agrees to be legally bound by, the OpenGov Terms and Conditions.Each party's acceptance of this Agreement is conditional upon the other's acceptance of the terms in the Agreement to the exclusion of all other terms. City of-Palm Springs,CA OpenGov,Inc Signature: Sigoa - \ Name: . Name Title: Title: Dater Date:IL C � l ® DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 11/26l2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Tami Huntsman Woodruff-Sawyer&Co. PHONE FAX 50 California Street, Floor 12 A C No Ext:415.489.1435 A/c No): San Francisco CA 94111 ADDRESS: thuntsman@woodruffspWyer.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:North American Capacity Insurance Company 25038 INSURED OPENINC-02 INSURER B:Continental Insurance Company 35289 OpenGov, Inc. and Its subsidiaries INSURER c:National Fire Insurance Company of Hartford 20478 955 Charter St. INSURER D: Redwood City CA 94063 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:1204374609 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. EXP INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM/DPOLID�Y MM/DD/Y1'YYY LIMITS LTR C X COMMERCIALGENERALLIABILITY Y Y 6079220146 9/21/2019 2/15/2021 -EACH-OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) ccurrence $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 PRO JECT ❑ LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: I $ B AUTOMOBILE LIABILITY 6079220132 9/21/2019 2/15/2021 COMBINED Ea ccident SINGLE LIMIT $1,000,000 a ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED Ix NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (par.. Per accident $ B X UMBRELLA LIAB X OCCUR 6079220180 9/21/2019 2/15/2021 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I X I RETENTION$in nnn $ B WORKERS COMPENSATION 6079220177 9/21/2019 9/21/2020 X PER OTH- B AND EMPLOYERS'LIABILITY Y/N 6079220163 9/21/2019 9/21/2020 STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT $1,000,000 A Errors&Omissions/Cyber C4LPE040432CYBER201914 9/21/2019 2/15/2021 Per Claim Limit 3,000,000 Re active Date 8/22/2012 Aggregate Limit 3,000,000 Deductible 25,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) City of Palm Springs,its officers,officials,employees,and volunteers are additional insureds as their interests may appear.Waiver of subrogation applies per attached form.Primary wording applies per attached form.30 Day Notice of Cancellation applies with respects to General Liability per endorsement to follow. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs, CA 3200 E.Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understoodand.agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other:endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made,by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional.Insureds 2.: Additional Insured =Primary And Non-Contributory To Additional Insured's Insurance, 3. Bodily Injury=Expanded Definition 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury-Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury-Discrimination or Humiliation 16. Personal And Advertising Injury-Limited Contractual Liability 17. Property Damage-Elevators m s 18. Supplementary Payments 19. Property Damage=Patterns,Molds and Dies 0 20. Unintentional Failure To Disclose Hazards O 21. Waiver of Subrogation_—Blanket CNA74872XX(1-15) Policy No: 6079220146 Page 1 of 14 Endorsement No: 6 Nat.'1 Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNACNA 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: 6075220146 Page 2 of 14 Endorsement No: 6 Nat'l Fire Ins Co of .Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. 'Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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: r 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 0 b. the construction, erection, or removal of elevators;or N O 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: 6079220146 Page 3 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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: 6079220146 Page 4 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J.also_does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage.included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/Your Work 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 INSUREWS 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 m insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this n endorsement,the following sentence is added to.the paragraph above:. 0 Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to 0 such person or organization is excess of any other insurance available to such person or organization: N 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 physicaF. 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: 6079220146 Page 5 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc:,with its permission. CNACNA 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: 6079220146 Page 6 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall.also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly 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 o.r 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'Darnage 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 healthcare services are incidental to the Named Insured's primary business purpose, and only if: s s (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 0 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: 6079220146 Page 7 of 14 Endorsement No: 6 Nat'1 Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination; humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act,error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 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: 6079220146 Page 8 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation,transaction, event, advice or decision will be considered to constitute a single occurrence; Ill. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-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. • 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 0 following: Otherinsurance s 0 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: 6079220146 Page 9 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNACNA 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 toi 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: 6079220146 Page 10 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA . CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. .LIMITS OF INSURANCE is amended to delete Paragraph 7, (the Medical Expense Limit)-and replace it with the following: 7. Subject to Paragraph 4. 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: I 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 & 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: s (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: a (a) less than 75 feet long; and 0 0 N (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: 1i delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: { CNA74872XX(1-15) Policy No: 6079220146 Page 11 of 14 Endorsement No: 6. Nat'l Fire Ins Co of Hartford Effective Date: 09'/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused,by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury.This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or:reputation of a natural.person, but only if such discrimination or humiliation is not done intentionally by or at the direction of:. (a) the Named Insured;or (b) any:executive officer, director, stockholder; partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This:insurance does not apply.to Employment Related Discrimination Discrimination or humiliation directly or indirectly-related to the employment, prospective-employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,.dwelling or premises by or at the direction of any Insured. Notwithstanding the above,.-there is no coverage for fines or penalties levied or imposed by a governmental entity. because of discrimination.- The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B -Personal and Advertising Injury Liability, the paragraph. entitled Exclusions its amended to.delete_the exclusion entitled Contractual Liability and,replace it with the following: This insurance does not.a.pply 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: 6079220146 Page 12 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 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. N B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the e Other Insurance conditions is amended to add the following paragraph: s 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. 0 N 18. SUPPLEMENTARY PAYMENTS 0 0 N 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: 6079220146 Page 13 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNACNA 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: 6079220146 Page 14 of 14 Endorsement No: 6 Nat'l Fire Ins Co of Hartford Effective Date: 09/21/2019 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. OPENGOV,INC.ADDENDUM TO SOFTWARE AGREEMENT OpenGov,Inc. 955 Charter OPENGOV UedwdoSt (rytrCA 94063 Contract Effective Date 2/1/2018 Prepared By Michael McRae Contract End Date 1/31/2019 Title Renewals Manager Contract Term 12 Months Email Address mmcrae@opengov.com CUSTOMER •• • Customer Name City of Palm Springs,CA Bill To Name City of Palm Springs,CA Contact Name Ariana Muniz Bill To Address 3200 E.Tahquitz Canyon Way Phone 760-323-8229 Palm Springs,CA 92262 Email Address Ariana.Muniz@palmspringsca.gov United States ADDENDUM TO SOFTWARE This Addendum shall modify and supersede as indicated certain terms and provisions of the Software Agreement between the City of Palm Springs,CA(the"Customer")and OPENGOV,INC.("OpenGov"),effective February 1,2017(the"Agreement').The Customer and OpenGov have mutually agreed that the following modifications be made to the Agreement. In consideration of the Customer extending the Agreement for a period of twelve(12)months,the Customer shall pay OpenGov, Inc.a fee of$19,290.28 for the period from February 1,2018 until January 31,2019.Unless either party declines to renew in writing no less than thirty(30)days before the Contract End Date,the Agreement shall renew for one(1)additional one(1)year period.The Customer will be billed on an annual basis for each twelve(12)month term. This Addendum to the Agreement is entered into between OpenGov. Inc.,with its principal place of business at 955 Charter Street Redwood City,CA 94063("OpenGov"),and you,the entity identified above("Customer"),as of the Effective Date.This Addendum includes and incorporates the OpenGov Terms and Conditions attached as Appendix A to the original Agreement. By signing this Addendum,Customer acknowledges that it has reviewed,and agrees to be legally bound by,this Addendum. Solution Effective Date End Date List Price Discount Total Price OpenGov Transparency and Intelligence 2/1/2018 1/31/2019 1 $29,677.35 1 35% $19,290.28 Billing Frequency Annual Annual Fee $19,290.28 Grand Total $19,290.28 Customer:City of OpenGov,Inc. Palm Signature ignature �7/G�l LV1 [UUI/I 9F� Name D¢v I D t fR b y Name Title C- f T 7 /y rA G GHQ Title Date a -A S—IR Date -t TO FORM ATTEST: GiYA .� Clerk PPROVED BY CRY MM AGER OPENGOV,INC.ADDENDUM TO SOFTWARE AGREEMENT OPENGOV ov,Inc. 955 Charter Street Redwood Redwood City,CA 94063 United States Contract Effective Date 2/1/2018 Prepared By Michael McRae Contract End Date 1/31/2019 Tile Renewals Manager Contract Term 12 Months Email Address mmcrae@opengov.com CUSTOMER •- • Customer Name City of Palm Springs,CA Bill To Name City of Palm Springs,CA Contact Name Ariana Muniz Bill To Address 3200 E.Tahquitz Canyon Way Phone 760-323-8229 Palm Springs,CA 92262 Email Address Ariana.Muniz@palmspringsca.gov United States 'ADDENDUM • SOFTWARE This Addendum shall modify and supersede as indicated certain terms and provisions of the Software Agreement between the City of Palm Springs,CA(the"Customer")and OPENGOV,INC.("OpenGov"),effective February 1,2017(the"Agreement').The Customer and OpenGov have mutually agreed that the following modifications be made to the Agreement. In consideration of the Customer extending the Agreement for a period of twelve(12)months,the Customer shall pay OpenGov, Inc.a fee of$19,290.28 for the period from February 1,2018 until January 31,2019. Unless either party declines to renew in writing no less than thirty(30)days before the Contract End Date,the Agreement shall renew for one(1)additional one(1)year period.The Customer will be billed on an annual basis for each twelve(12)month term. This Addendum to the Agreement is entered into between OpenGov,Inc.,with its principal place of business at 955 Charter Street Redwood City,CA 94063("OpenGov'),and you,the entity identified above("Customer"),as of the Effective Date.This Addendum includes and incorporates the OpenGov Terms and Conditions attached as Appendix A to the original Agreement. By signing this Addendum,Customer acknowledges that it has reviewed,and agrees to be legally bound by,this Addendum. SOILItI011 Effective Date End Date List Price Discount OpenGov Transparency and Intelligence 121112018 1/31/2019 1 $29,677.35 1 35% 1 $19,290.28 Billing Frequency Annual Annual Fee $19,290.28 Grand Total $19,290.28 Customer:City of OpenGov, Inc. Palm Springs,CA Signature l`lh 1,!n ((VV47 �LT Signature Name Name L ���y� Title Title Date Date 1 I J I LI.J►� 1 Geoffrey Kiehl From: Geoffrey Kiehl Sent: Wednesday, January 31, 2018 6:S9 PM To: David Ready Cc: Ariana Muniz; Shari Wrona; Cindy Cairns Subject: RE: OpenGov Renewal Addendum Attachments: OpenGov Palm Springs, CA City of Renewal Addendum - 1.11.2018.pdf David—As we previously discussed,the OpenGov agreement expires today,January 31". If you are still okay with extending it for another year, please sign the two copies of the addendum which I have left for you on the counter in Shari's office. Please call, text or email me if you have questions. Thank you, Jeff From: Ariana Muniz Sent: Wednesday, January 31, 2018 4:39 PM To: Geoffrey Kiehl Subject: OpenGov Renewal Addendum Importance: High Jeff, This is the Renewal Addendum for OpenGov. Let me know if you need a copy of the current agreement. ... note from Michael, Renewals Manager for OpenGovl— As I'm sure you're aware, our platform has dramatically increased in functionality since the City originally purchased last year and our prices have increased commensurately with that expanded functionality. However, in speaking with Kellie and our team here, we've truly appreciated our partnership with the City and would like to maintain your original price for OpenGov Transparency and Intelligence at a significant discount off our current list price. I've attached a one page addendum that will simply extend your existing agreement for another year at the same price, but without the first year deployment fee ($2,700). Thanks! Sincerely, wit CWW& Administrative Assistant to the Director of Finance I Measure]Commission Secretary City of Palm Springs I Department of Finance and Treasury 3200 E. Tahquitz Canyon Way I P. O. Box 2743 I Palm Springs,CA 92263-2743 Office: (760) 323-8229 I Fax: (760) 760-322-8320 i 1 � Palm Springs City Hall is Open 8 am — 6 pm Monday through Thursday, and Closed on Friday. CONFIDENTIALITY NOTICE - This message is intended only for the addresses shown above. It may contain information that is privileged, confidential, or otherwise protected from disclosure. Any review, dissemination, or use of this transmission or its contents by persons other than the addressee is strictly prohibited. If you have received this message in error, please notify the sender immediately at (760) 323-8229. 2 OpenGov Page 1 of 2 O „y Transparency Portal ® Visitar Analvtics 7 Days 30 Days 90 Days sarx'oa�: Find not who's viewing your site Engagement Number of Visits Average Visit Duration xri xrs Read and manage feedback from visitors O Reports 35 59004 n^T" Addiremove reports from ' transparency portal Visitors during period Average time on the site in minutes rot Supporting Documents 65 Platform Average 2:26 Platform Average Visit Duration Addiremove budget and other documents aerIis. Configuration Visits Per Day Basic settings fa your portal 4 3 N 2 1 0 Lj 20.Nov 4.Dec 18.Dec I.Jan 19.Jan 29 Sources Top 5 Locations Top 5 Referrers URL Visits URL 16 palmspringsca.govlgovernmenUdepam.. 5 palmspringsca.gov/governmenUdepart.. 4 ci.paimsprirgs.ca.us/governmentldepa... r 1 bing User Behavior New vs Returning Actions Users'Browsers li 13 10 Returning QHELP I ' I N 0 CC ti b o `og https:Hcontrolpanel.opengov.com/portal/palmspringsca/visitor analyties 2/21/2018 A �® DATE(MM/DDIYY" CC CERTIFICATE OF LIABILITY INSURANCE `^ 3/2/2018 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 ABD Insurance& Financial Services CONTACT Can Request 3 Waters Park Drive, Suite 100 PHONE sso 4a6-asss FAXWC.Na San Mateo, CA 94403 E-MAIL ADDRESS: TechCertReguest@theabdteam.co.m-- INSURER(S)AFFORDING COVERAGE NAIC 11 www.theabdteam.com INSURER A: Valley Forge Insurance Company 20508 INSURED INSURER B: OppenGov, Inc. 955 Charter Street INSURERC: Redwood City, CA 94063 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 40650887 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DDIYYYY MMIDD A / COMMERCIAL GENERAL LIABILITY ✓ ✓ 6011155615 8/22/2017 8/22/2018 EACHOCCURRENCE $1 000000 DAMAGE R CLAIMS-MADE 10 OCCUR PREM ISESTO(EaENTErDmncel S1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ✓ POLICY�JEa � LOC PRODUCTS-COMP/OP ASS $2000000 OTHER: $ A AUTOMOBILE LIABILITY 6011155615 8/22/2017 8/22/2018 EOMaBIINdEeDtSINGLE LIMIT $1 000 000 ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED I BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS ✓ HIRED NON-OWNED PROPERTYDAMAGE $AUTOS ONLY ✓ AUTOS ONLY Per accident S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNERIEXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ A Technology Errors and Omissions 6011155615 8/22/2017 8/22/2018 Per Claim Limit$1,000,000 Retro Active Date 08/2 212 0 1 2 Aggregate Limit$2,000,000 Deductible$2,500 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101.Additional Remarks Schedule,maybe attached if more space is required) City of Palm Springs,its officers,officials,employees,and volunteers are additional insureds as their interests may appear. Waiver of subrogation applies per attached form.Primary wording applies per attached form. Notice of cancellation applies per attached form. CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E. TahquitZ Canyon Way ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Rod Sockolov ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 4055oee7 1 L]-Le cL/Ao/MB/Eso I Patna tit 3/a/201B 5:46:54 AN (PST) I Page i of i A ® • • T3-CB4 DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 3l1/2018 1111ITHIS 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 INSUREII 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 NAME: Risk Management Department Commercial Lines PHONE 866-443-8489 FAX 800-889-0021 Arc No Exr: AC No: USI Insurance Services National, Inc. E-MAIL work.comp@trinet.com 2601 South Bayshore Drive,Suite 1600 ADDRESS: INSURERS)AFFORDING COVERAGE MAC# Coconut Grove,FL 33133 INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: TriNet HR III,Inc. NsuRERc: LIC/F OpenGov,Inc. NsuRERo: 9000 Town Center Parkway INSURER E: Bradenton,FL 34202 INSURER F COVERAGES CERTIFICATE NUMBER: 12792459 REVISION NUMBER: See below 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 POLICY NUMBER MMIDOIYYYY YVY MM/DD/ Y I COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE S _WMACLAIMS-MADE OCCUR O RENTED PREMIMI SES Ea occurrence $ MED EXP(Any one person) S PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE B POLICY n JECT n LOC PRODUCTS-COMP/OP AGG S OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) S HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY Per xo,Z UMBRELLALIAS OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ I S A WORKERS COMPENSATION OT - X WLRC64498940 7/1/2017 7/1/201$ X STATUTE ERH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNERIEXECUTIVE YIN EL.EACH ACCIDENT $ 2.000,000 OFFICERrMEMBER EXCLUDED? C NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101.Additional Remarks Schedule,maybe attached if more space is required) Workers Compensation is limited to worksite employees of OpenGov, Inc.through a co-employment contract with TriNet HR III,Inc. A Waiver of Subrogation applies in favor of certificate holder as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Palm Springs,CA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3200 E Tahquitz Canyon Way ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs CA 92262 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) Imes cereraera repacas raonrama r isviaas,ss„ee m dnaor�l • Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number TriNet HR III,Inc. UC/F OpenGov,Inc. Policy Number Symbol: Number: WLRC64498940 Policy Period Effecbve Date of Endorsement 7/1/2017 TO 7/1/2018 7-01-2017 Issued By(Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (X ) Specific Waiver City of Palm Springs,CA Name of person or organization: 3200 E Tahquitz Canyon Way Palm Springs CA 92262 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: ge- Authorized Agent WC 99 03 22 1 • • SB147052C CNA (Ed.6-16) CHANGES-NOTICE OF CANCELLATION OR MATERIAL COVERAGE CHANGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part(other than the reduction of aggregate limits through payment of claims), we agree to mail written notice of cancellation or material change at a minimum of thirty(30)days prior to such cancellation or material change, to: SCHEDULE Name of Designated Entity: CITY OF PALM SPRINGS Address/Contact Information of Designated Entity: 3200 E TAHQUITZ CANYON WAY,PALM SPRINGS,CA 92262 *Information required to complete this Schedule, if not shown above,will be shown in the Declarations. The following conditions are added: 1. If the policy is cancelled or not renewed, we will give written notice of such cancellation or nonrenewal to the Designated Entity shown in the Schedule above, or in the Declarations, at a minimum of thirty(30) days prior to such cancellation or nonrenewal. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity will state the effective date of cancellation or nonrenewal. However, such notice of cancellation or nonrenewal is solely for the purpose of informing the Designated Entity of the effective date of cancellation or nonrenewal and does not grant, alter, or extend any rights or obligations under this policy. 2. If we cancel or elect not to renew the policy for any reason other than nonpayment of premium, we will give written notice to the Designated Entity shown in the Schedule above, or in the Declarations, at a minimum of thirty (30)days prior to such cancellation or nonrenewal, at the same time notice is given to the first Named Insured. 3. If we cancel or elect not to renew this policy for nonpayment of premium, we will give written notice to the Designated Entity shown in the Schedule above, or in the Declarations. Such notice may be provided before or after the effective date of cancellation or nonrenewal. 4. Failure to give notice in accordance with the terms of this endorsement does not: 0 a. Alter the effective date of policy cancellation, nonrenewal or expiration; b. Render such cancellation or nonrenewal ineffective; s c. Grant, alter, or extend any rights or obligations under this policy; or d. Extend the insurance beyond the effective date of cancellation or policy expiration,whichever comes first. N O O All other terms and conditions of the Policy remain unchanged. SB147052C (Ed. 6-16) Page 1 of 1 Copyright,CNA All Rights Reserved. • i CNA CNAS(09-4) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BLISINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance;and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. CNA80103XX(09-14) Page 1 of 1 Copyright,CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission i SB146932F CNA (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary—Noncontributory provision 2. Definition of"written contract." II. Liability Extension Coverages A. Bodily Iniury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability—Damage to Premises E. Personal and Advertising Iniury—Discrimination or Humiliation F. Personal and Advertising Iniury—Broadened Eviction G. Waiver of Subrogation-Blanket 0 I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a"written contract"to provide insurance, but only with respect to "bodily injury"or"property damage"arising out of"your products"which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or"property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F(6-16) Page 1 of 7 Copyright,CNA All Rights Reserved. • SB146932F CNA (Ed. 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.;or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a"written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract"; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a.through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you;or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F(6-16) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners 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 you, 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 you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for"bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, 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. e. Lessor of Land Any person or organization from whom you lease 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 that specific part of the land leased to you, 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 insurance hereby afforded to the additional insured 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 you, 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 you, 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 insurance hereby afforded to the additional insured 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 ownership, maintenance, or use of a premises by you. s This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government 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 you own, rent, or control 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 SB146932F(6-16) Page 3 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) (2) The permitted or authorized operations performed by you or on your behalf. But 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 government 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", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are 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"cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through ii. 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 your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For"bodily injury,""property damage,"or"personal and advertising injury"arising out of the rendering or failure to render any professional services; (2) For"bodily injury"or"property damage" included in the "products-completed operations hazard." But this provision (2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract';and (b) The"written contract" requires you to make the person or organization an additional insured for such"bodily injury"or"property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B.above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a"written contract"requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F(6-16) Page 4 of 7 Copyright,CNA All Rights Reserved. • i SB146932F CNA (Ed. 6-16) (1) The"bodily injury"or"property damage"; or (2) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses 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 by that person at any time which results as a consequence of the physical injury,sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b.above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer,'or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses N 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 as such and, in the case of a spouse, where such claim seeks ry damages from marital common property, jointly held property, or property transferred from such natural person s 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 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. D. Legal Liability—Damage To Premises 1. Under B. Exclusions, 1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F(6-16) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932F CNA (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you 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 Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e,f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB146932F(6-16) Page 6 of 7 Copyright,CNA All Rights Reserved. 0 SB146932F CNA (Ed. 6-16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company)of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to 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. (16)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. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c.and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord orlessor. G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 0 All other terms and conditions of the Policy remain unchanged. N O 0 SB146932F(6-16) Page 7 of 7 Copyright,CNA All Rights Reserved. OpenG OPENGOV od, Inc. 955 Charter Street Redwood Redwood City, CA 94063 United States Quote Number: OG-000003310 Prepared By: Neal Block Phone: 858-527-5951 Email: nblock@opengov.com Contract Dates: Effective: 02/01/2017 A b%4 Ends on: 01/31/2018 Customer Information Contact Name David H. Ready Bill To Name City of Palm Springs, CA Phone 760-322-8350 Bill To 3200 E.Tahquitz Canyon Way Email David.Ready@palmspringsca.gov Palm Springs, CA 92262 Fax 760-323-8207 Order Details Description OpenGov IntelligenceT allows customers to easily create and share internal operational reports, combining unlimited financial (e.g., general ledger, chart of accounts, current year and month spending, transactions, and balance sheet) and non-financial data (performance metrics, operational data, census data,custom financial projections,etc.)from numerous sources to help governments make better financial decisions and operate more efficiently. OpenGov Intelligence includes the features of OpenGov Transparency, allowing multiple years of financial and non- financial data to be accessible by citizens through an online portal. Fees Product OpenGov Transparency and Intelligence YR- 1 $19,290.28 OpenGov Intelligence Deployment(Tier 1 Deployment) YR- 1 2,700 Billing Frequency:Annual Welcome to OpenGov! Thanks for using our software. This Software Agreement ("Agreement") is entered into between OpenGov, Inc., a Delaware corporation with its principal place of business at 955 Charter Street, Redwood City,94063("OpenGov"),and you,the entity identified above("Customer"),as of the Effective Date.This Agreement includes and incorporates the OpenGov Terms and Conditions attached hereto as Appendix A, B, C and D, and incorporated herein by this reference. By signing this Agreement. Customer acknowledges that it has reviewed, and agrees to be legally bound by, the OpenGov Terms and Conditions. Each party's acceptance of this Agreement is conditional upon the other's acceptance of the terms in the Agreement to the exclusion of all other terms. Signature City of Palm Springs, CA OpenGov, Ina Signature: ignature: 114 Name: �� Name: Title: c,j _ Title: 0110 Date: Date: 611 fj&all AP7t7 AS TO FO M APPROVED BY CITY MMlAGER A,,k ��a� �ZV AAZ� p ITYATTOHNEY Not to Exceed �� ' Without The Express Written DAM eL,2�7 Authorization Of The City Manager Terms and Conditions Appendix A OpenGov Terms and Conditions 1. SOFTWARE SERVICES 1.1 Software Services. Subject to the terms and conditions of this Agreement,OpenGov hereby grants to Customer a right to access and use OpenGov's Smart Government Platform, including the software products identified on page 1 (the"Software Services"). OpenGov will use commercially reasonable efforts to perform the Software identified in the Agreement. 12 Customer understands that OpenGov's performance depends on Customer timely providing OpenGov with a copy of the Customer's chart of accounts in .csv or.xls format. In addition, Customer agrees to provide OpenGov with five or more years of general ledger data,also in .csv or.xIs format, including budget data for the current year and actual expense and revenue data for past years.Any dates or time periods relevant to OpenGov's performance will be extended appropriately and equitably to reflect any delays caused by Customers failure to timely deliver any such materials. OpenGov shall not be liable for any delays in performance under this Agreement resulting from Customers failure to meet these obligations. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 This is a contract for access to the Software Services and Customer agrees not to, directly or indirectly: reverse engineer,decompile, disassemble,or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software Services, documentation or data related to the Software Services, except to the extent such a restriction is limited by applicable law; modify,translate, or create derivative works based on the Software Services;or copy, rent, lease,distribute,assign,sell, or otherwise commercially exploit,transfer, or encumber rights to the Software Services; or remove any proprietary notices. 2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations(including, but not limited to, any export restrictions). 2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to,access or otherwise use the Software Services and Customer shall also be responsible for(a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files,and(c)for all uses of Customer user accounts with or without Customers knowledge or consent. 3. OWNERSHIP. OpenGov retains all right,title, and interest in the Software Services and all intellectual property rights(including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights,copyrights,and moral rights,trademark and trade name rights and similar rights,trade secret rights, patent rights,and any other proprietary rights in intellectual property of every kind and nature)therein. 4. CONFIDENTIALITY. Each party(the"Receiving Party")agrees not to disclose(except as permitted herein)any Confidential Information of the other party(the"Disclosing Party")without the Disclosing Party's prior written consent. "Confidential Information"means all confidential business,technical, and financial information of the disclosing party that is marked as"Confidential"or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov's Confidential Information includes,without limitation,the software underlying the Software Services and all proprietary documentation relating to the Software Services."Confidential Information"does not include"Public Data,"which is data that the Customer has previously released or would be required to release according to applicable federal,state, or local public records laws.The Receiving Party agrees: (i)to use and disclose the Confidential Information only in connection with this Agreement;and(ii)to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the foregoing, Confidential Information does not include information that: (i)has become publicly known through no breach by the receiving party; (ii)was rightfully received by the receiving party from a third party without restriction on use or disclosure;or(iii) is independently developed by the Receiving Party without access to such Confidential Information Notwithstanding the above,the Receiving Party may disclose Confidential Information to the extent required by law or court order,including but not limited to,the California Public Records Act(Cal. Gov. Code§6250 et seq.). 5. DATA LICENSE. Customer retains all right,title,and interest in Customers data. Notwithstanding the prior sentence, Customer grants OpenGov an exclusive, non-transferable, perpetual,worldwide, and royalty-free license to use any data or information submitted by Customer to OpenGov for the provision of the Software Services. 6. PAYMENT OF FEES.The fees for the Software Services("Fees")are set forth on page 1 of this agreement. Customer shall pay all Fees within thirty(30)days after the date of OpenGov's invoice,which shall be billed as of the effective date for the first year,and annually thereafter according to the Billing Frequency as specified on page 1. 7. TERM &TERMINATION 7.1 Subject to compliance with all terms and conditions,the term of this Agreement shall be from the Effective Date and shall continue until the End date specified on page one(1) of the Agreement(the"Tenn"). The Customer will be billed according to the Billing Frequency as specified above. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty(30)days after notice by the non-breaching party(ten (10)days in the case of non-payment),the non-breaching party may terminate this Agreement immediately upon notice. 7.2 Nonappropriation. Customer is obligated only to pay such Fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during Customers then current fiscal year. In the event sufficient funds will not be appropriated or are not otherwise legally available to pay the Fees required to be paid in the next occurring fiscal year,this Agreement will be deemed to be terminated at the end of the then current fiscal year. Customer agrees to deliver notice to OpenGov of such termination at least 30 days prior to the end of the then current fiscal year, but failure to give such notice will not extend the term beyond such fiscal year. 7.3 Upon termination, Customer will pay in full for all Software Services performed up to and including the effective date of termination. Upon any termination of this Agreement: (a) all Software Services provided to Customer hereunder shall immediately terminate;and (b)each party shall return to the other party or,at the other parry's option, destroy all Confidential Information of the other party in its possession. 7.4 All sections of this Agreement which by their nature should survive termination will survive termination, including,without limitation,accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 8. WARRANTY AND DISCLAIMER 8.1 OpenGov represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement;and(ii)the Software Services shall be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards. OpenGov warrants that the Software Services shall perform in accordance with the OpenGov Service Level Metrics(Appendix B). If the Software Services do not conform to the foregoing warranty, OpenGov shall provide a Service Level Credit as provided in Appendix B. 8.2 Customer represents and warrants that(i) it has all right and authority necessary to enter into and perform this Agreement; (ii)it owns all right,title, and interest in and to all data provided to OpenGov for use in and in connection with this Agreement,or possesses the necessary authorization thereto; and(iii)OpenGov s use of such materials in connection with the Software Services will not violate the rights of any third party. 8.3 OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAYBE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8 AND APPENDIX B, THE SOFTWARE SERVICES ARE PROVIDED"AS IS"AND OPENGOV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,AND FITNESS FOR A PARTICULAR PURPOSE 9. LIMITATION OF LIABILITY. 9.1 NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS,AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES,SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT,EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL,OR CONSEQUENTIAL DAMAGES;OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE,CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THREE TIMES THE FEES PAID BY CUSTOMER TO OPENGOV(OR, IN THE CASE OF CUSTOMER, PAYABLE)FOR THE SOFTWARE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9.1 SHALL NOT APPLY TO (1)BREACH OF THE CONFIDENTIALITY AND DATA SECURITY OBLIGATIONS, (2)CLAIMS FOR WHICH OPENGOV IS INSURED,(3)OPENGOV'S THIRD-PARTY INDEMNITY OBLIGATIONS,AND(4)OPENGOV'S INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 10. Indemnity. 10.1 OpenGov shall indemnify,defend and hold harmless Customer, its officers, employees and agents (the "Customer Indemnitees")from and against any and all claims, damages, losses, liabilities,costs, and expenses (including reasonable attorneys'fees)arising out of or relating to a claim by a third party against a Customer Indemnitee(s)resulting from any negligent act, error or omission, or willful misconduct of OpenGov under or related to this Agreement,except in the case of the sole negligent acts,omissions, or willful misconduct of the Customer. 10.2 IP Indemnification.Without limiting Section 10.1, OpenGov further agrees that it shall defend, indemnify, and hold the Customer Indemnitees harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attomeys'fees)arising out of or relating to any third-party claim alleging that use of OpenGov Software Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party.The Customer must provide OpenGov with prompt written notice of such a claim, tender to OpenGov the defense or settlement of such a claim at its expense, and cooperate fully with OpenGov in the defense or settlement of such a claim. 11. Insurance. OpenGov shall maintain at OpenGov's own expense and in effect during the Term, Insurance as provided in Appendix D,attached hereto and incorporated herein by reference. For purposes of the Insurance Appendix D,the "Contractor"or"Consultant"shall refer to OpenGov, and the"City"shall refer to the"Customer." 12. MISCELLANEOUS. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement due to any act of god, act of governmental authority, or due to war, riot, labor difficulty,failure of performance by any third party service, utilities, or equipment provider,or any other cause beyond the reasonable control of the party delayed or prevented from performing (a"force majeure event"), OpenGov shall have a limited right to use and display Customer's logos and trade names for marketing and promotional purposes in connection with OpenGov's website and marketing materials, subject to Customers trademark usage guidelines(as provided to OpenGov)and subject to Customers revocation in its sole and absolute discretion. If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by either party without the other party's prior written consent, provided however that either party may assign this Agreement to a successor to all or substantially all of its business or assets upon reasonable advanced notice to the other party.This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications,and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties. No agency, partnership,joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. In any action or proceeding to enforce rights under this Agreement,the prevailing party will be entitled to recover costs and attorneys'fees. All notices under this Agreement will be in writing addressed to the Customer or OpenGov representative listed on page 1 of the Agreement and will be deemed to have been duly given when received, if personally delivered;when receipt is electronically confirmed, if transmitted by facsimile or e- mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.This Agreement shall be governed by the laws of the State of Cal fornia without regard to its conflict of laws provisions Appendix B OpenGov Service Level Metrics 1. SCHEDULED DOWNTIME. When needed, OpenGov will schedule downtime for routine maintenance or system upgrades ("Scheduled Downtime") for its Services. OpenGov shall exercise commercially reasonable efforts to schedule Scheduled Downtime outside of peak traffic periods. OpenGov will notify Customer's designated contact at least twenty-four(24)hours prior to the occurrence of Scheduled Downtime. 2. SYSTEMS ACCESSABILITY WARRANTY. A. The Services will be accessible 99.9% of the time, 7 days of the week, and 24 hours per day, as calculated over a calendar month ("Systems Accessibility Warranty"). Such System Accessibility Warranty shall not apply to, and OpenGov will not be responsible for, any inaccessibility which: 1) results from Scheduled Downtime, including a maintenance period every Tuesday from 6:00pm Pacific Time to 11:00pm Pacific Time ; 2) results from a failure of equipment, software or services not under the direct control of OpenGov; 3) results from the failure of communication or telephone access service or other outside service or equipment not the fault of OpenGov; 4) is caused by a third party not under OpenGov' control; or 5) is a result of any force majeure event as defined in Section 11 above. To the extent solely under OpenGov'control,OpenGov shall be responsible for monitoring and maintaining adequate controls over Customer Data transmissions and storage. OpenGov shall be solely responsible for setting applicable data processing and transmission parameters. B. If the Services experience Downtime(as defined below),then as Customer's sole and exclusive remedy,and OpenGov' sole and exclusive financial liability and obligation, Customer is entitled to a Service Level Credit equal as follows: 99.00% - < 99.9% 10% 95.00% - < 99.00% 25% <95.00% 50% 4 OPENGOV, INC. SOFTWARE AGREEMENT • "Downtime" means that for a valid request by our external verification service, made on no less than a minutely basis, results in a server error(HTTP status 5XX or the server response takes 3 or more minutes). • "Downtime Period"means a period of fifteen consecutive minutes of Downtime. Intermittent Downtime for a period of less than fifteen minutes will not be counted towards any Downtime Periods. • "Monthly Uptime Percentage" means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month,divided by the total number of minutes in a month. C. To receive a Service Level Credit, Customer must submit a written request for Service Level Credits to Customer's designated account manager or the OpenGov support team. To be eligible, the request must (i) include the dates and times of each incident of Downtime experienced by Customer in the preceding month;and(ii)be received by OpenGov within thirty days after the end of the current monthly period in which the Downtime occurred. D. Upon receipt of a Service Level Credit request in compliance with the above requirements,OpenGov shall have 30 days to review the request and to validate the information provided. If OpenGov determines in good faith that the Services failed to meet the Systems Accessibility Warranty as alleged in such a request,then OpenGov will apply such Service Level Credits to Customers next billing period. Customer's failure to comply with the provisions of Section 2.C. above will disqualify it from receiving a Service Level Credit. E. Customers whose accounts are past due,delinquent,and/or not in good standing at any time during the service month of a given service outage are not eligible for a credit. APPENDIX C OpenGov Support Services 1. Support. Customer support is available via email 12 hours per day, Monday through Friday, excluding OpenGov' corporate designated holidays. See below for a list of holidays observed by OpenGov. Problems may be reported any time, however, OpenGov will not be obligated to assign work after business hours (9 a.m. to 5 p.m. Pacific Time). 2. Liaisons. On or before the Activation Date, Customer and OpenGov shall each designate a liaison as a respective point of contact for technical issues. Each party may change such liaison upon written notice from time to time at reasonable intervals. OpenGov will not be obligated to provide support to any person other than the Customer's designated liaison. 3. Holidays. OpenGov observes the following holidays: New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Eve Day, Christmas Day, and New Years Eve. APPENDIX D INSURANCE Please refer to the insurance requirements listed below. Those that have an W indicated in the space before the requirement apply to this Agreement. Contractor or Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor or Consultant,its agents,representatives,employees or subcontractors. Contractor or Consultant shall provide its insurance broker(s)/agent(s)with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements. Contractor or Consultant shall furnish City with copies of original endorsements affecting coverage required by this Appendix. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractors or Consultant's insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. Commercial General Liability (CGL): Coverage at least as broad as Insurance Services Office("ISO") Form CG 00 01 covering CGL on an "occurrence basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than$2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project1location or the general aggregate limit shall be twice the required occurrence limit. Coverage at least as broad as ISO Form CG 00 01 covering CGL on an"occurrence"basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than$1,000,000 per occurrence. If a general aggregate limit applies,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Coverage at least as broad as ISO Form CG 00 01 covering CGL on an"occurrence"basis,including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than$5,000,000 per occurrence. If a general aggregate limit applies,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability: Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), of if Contractor or Consultant has no owned autos, Code 8(hired)and 9(non-owned),with limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto),with limits no less than $5,000,000 per accident for bodily injury and property damage. Garage keepers' extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Consultant, regardless of where the vehicles are kept or driven. Professional Liability(Errors and Omissions): The Employer's Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officials, officers,attorneys,agents, and employees. Insurance appropriates to the Contractor or Consultant's profession,with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate 7 (If Design/Build),with limits no less than $1,000,000 per occurrence or claim, and$2,000,000 policy aggregate. Insurance appropriates to the Contractor or Consultant's profession,with limit no less than per occurrence or claim, aggregate Workers'Compensation Insurance: Insurance as required by the State of California,with Statutory Limits,and Employers Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Contractoror Consultant provides written verification it has no employees) The Contractor or Consultant makes the following certification, required by section 1861 of the California Labor Code: I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers'compensation or to undertake seff-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. Contractor/Consultant Signature Other Insurance Provisions: The insurance policies are to contain,or be endorsed to contain the following provisions: Additional Insured Status: The insurance policies are to contain, or be endorsed to contain the following provision: The City, its elected and appointed officials, officers, attorneys, agents, and employees are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor or Consultant or any subcontractors including materials, parts, or equipment furnished in connection with such work or operations, including completed operations. General liability coverage can be provided in the form of an endorsement to the Contractors or Consultant's insurance(at least as broad as ISO Form CG 20 10 11 85 or if not available,through the addition of both CG 20 10 and CG 20 37 if a later edition is used). The Additional Insured coverage under the Contractor's policy shall be"primary and non-contributory"and will not seek contribution from the City's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. Primary Coverage: The insurance policies are to contain, or be endorsed to contain the following provision: For any claims related to this contract, the Contractor's or Consultant's insurance coverage shall be primary insurance as respects the City, its elected and appointed officials,officers,attorneys,agents, and employees. Any insurance or self insurance maintained by the City, its elected and appointed officials, officers,attorneys,agents,and 8 employees shall be in excess of the Contractors or Consultant's insurance and shall not contribute with it. Notice of Cancellation,Suspension or Otherwise Voiding Policies: Each insurance policy required above shall contain, or be endorsed to contain that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except with thirty (30) days' prior written notice by certified mail, return receipt requested to the City. Waiver of Subrogation: Contractor or Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor or Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Contractor or Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation,but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers'Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor or Consultant, its employees,agents and subcontractors. Deductibles and Self-insured Retentions("SIR"): Any deductibles or self-insured retentions must be declared to and approved by City. The City may require the Contractor or Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations,claim administration,and defense expenses within the retention. At the option of the City, either(1)the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees; or (2) the Contractor or Consultant shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. All SIRS must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City. City reserves the right to obtain a full-certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to City. Claims Made Policies: (note-should be applicable only to professional liability,see below) 1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least one(1) year after completion of contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date,the Contractor or Consultant must purchase"extended reporting"coverage for a minimum of one(1)year after completion of work. 4. A copy of the claims reporting requirements must be submitted to the City for review. 5. If the services involve lead-based paint or asbestos identification/remediation,the Contractor's Pollution Liability Policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation,the Contractors Pollution Liability Policy shall not contain a mold exclusion,and the definition of Pollution shall include microbial matter, including mold. Subcontractors: 9 Contractor or Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein,and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Subcontractor agrees to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement and any other contract documents. Subcontractor further agrees to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements,with any sub-subcontractor to the extent they apply to the scope of the sub-subcontractor's work. A copy of the City indemnity and insurance provisions will be furnished to the subcontractor upon request. Verification of Coverage: Contractor or Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor or Consultant's obligation to provide them. The City reserves the right to require complete,certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Failure to Comply: Each insurance policy required above shall contain or be endorsed to contain that any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officials, officers,attorneys,agents,and employees. Applicability of Coverage: Each insurance policy required above shall contain or be endorsed to contain that the Contractors or Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurers liability. 10 oOPENGOV OpenGov Intelligence Management reporting and anallytics for - 21st century government OpenGov Intelligence is an easy-to-use reporting and analytics platform th• allows yourorganization t• rapidly make better, data-driven decisions. Free Your Data & ■ � � .IIO Empower Your Agency tl Typically only a few people are trained to TM run reports and data is scattered across x _ disparate systems and agencies. These �^ silos reduce your organization's ability to quickly act on financial and performance insights. Use OpenGov Intelligence to: _ — — — ._ Track monthly expenses like Montgomery County,TX • Centralize your data: Unite your financial and _ performance data in one accessible platform. • Reduce Interruptions: Allow any employee to run a report using a trusted source data. • Eliminate backlogs: Speed report completion Y empowering people b ern owenn more to access i information. • Deliver the details:Allow non-financial personnel to dive into the data without having to re-query your financial and ERP systems. Analyze decades of financing like the State Treasurer of California www.opengov.com CpenGov20lG Q OPENGOV Bring Your Data to Life Most legacy financial systems make you start from the top, This ease of use enabled then drill down.With OpenGov,start at any level of your Chart of Accounts. Pull data from financial and performance OpenGov to become systems,as well as plain old spreadsheets, to obtain new Allegheny County's base insights. Run mission-critical reports with ease. of reporting and its official Securely share insights and data record. It's our one stop Sharing should be simple. But with most financial systems (and spreadsheets)it is not.With OpenGov Inteiligence, shop for an honest you can remove information silos and make sure everyone measure of the truth." has current information. Powerful access controls let you decide who sees your reports and how deep viewers can -Tony Cholewinski dive into your data. Assistant to the Deputy Controller of Management Systems Tell your entire story County of Allegheny, PA Create powerful narratives by combining charts and annotations to convey both financial and non-nnancial clata Unlock Insights - Productivity to your teams and keep everyone on the same page and speaking a common language. . Seemlessly unite financial and performance data Publish when readykey stakeholders Determine which reports and data a e available across your organization with powerful access controls and Rapidly • analyze sharing. Your data is securely stored on the cloud. See OpenGov in action. Request your personalized demo today! opengov.com/demo T-L;Sted )y CITY OF � " MCKINNEY NORTHGLENN o SAUSALITO NOBLES " ALLEGHENY MONTGOMERY COUNTY �+: COUNTY COUNTY MINNESOTA � .; G TEXAS www.opengov.com Q OPENGOV oOPENGOV OpenGov Transparency Engage citizens. Build �e I r , Engage your citizens • • tell your • • • internal stakeholders i the public to understand historical and planned spend and show how money is utilized for the community. Tell Your Whole Story Guide your citizens from data to insights with intuitive reports and visualizations ' swuswuro complemented with your annotations and narrative. Build immediate trust by allowing them to dive into the details, in - seconds, and answer questions on the fly. ti • Inspire trust: Give your constituents the ability to explore the data underlying your 5 " reports down to the specific transaction • Guide exploration: Provide citizens with saved views and narrative annotations that help them understand reports • Reflect your chart of accounts: Keep _ information in context and accurately reflect financial truths www.opengov.com (D OPENGOV ol 21st Century Transparency The OpenGov Your constituents have come to expect increased transparency and anytime, anywhere access to information Platform is the best Tu n t-s desire to engage into a benefit for yo_r way to publish and organization, drive civic engagement around key issues and align budgeting decis,ons to citizen priorities share the budget and historical financial Answers on-demand Easily create an online portal where the public can answer Information With the their questions in real-time. Reduce freedom of community, officials, Information requests and increase citizen trust. w and staff. Open your checkbook -Jason Johnson Surface your check-level expenditures to irform citizens, Budget and Technology Manager uncover insights,and dr�ve trust in the Info-matlon City of Rocklin, CA presented Go beyond your PDFs Information contained in PDFs is not easily analyzed and Popular Transparency Reports becomes outdated quickly. Provide your departments and citizens the best information with a modern transparene, solution. . Annual Revenues& ExpensesRevenue Report• Treasurer's Performance• Data like 311 Requests See OpenGov in action. Request your personalized demo today! opengov.com/demo Trusted by �-EIGHTS CI Tv OF Ci I � Ut KEENE cr EVELallo ALPHARETTA MINNEAPOLIS CIT`! OF II v OF CITY OF LAKES LONG BEACH MCKINNEY www.opengov.com (E) OPENGOV A II CERTIFICATE OF LIABILITY INSURANCE DATE(,18/20YYYY vlarzDl7 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 ABD Insurance&Financial Services CONTACT cent Request 3 Waters Park Drive Suite 100 PHONE AC No: San Mateo, CA 94463 650488-8565EMAIL ADDRESS: CertRequest(@,theabdtoam.com INSURER 9 AFFORDING COVERAGE NAIC k www.theabdteamCOm INSURER A: Valley Fore Insurance Company 20508 INSURED INSURER B OppenGov, Inc. 955 Charter Street INSURER C: Redwood City, CA 94063 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 33823956 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTSRR TYPE OF INSURANCE AD L POLICYNUMBER MMIDDY EFF -POLICVYYYIn MMtOOY EXP LIMITS A c/ COMMERCIALGENERALLIABILRY �/ �/ 6011155615 8/22/2016 8/22/2017 EACH OCCURRENCE $ $ 1,000.000 CLAIMS-MADE 7 OCCUR DAMA E NTED PREMISES Ee occurrence $ $1,000,000 MED EXP(Any ono person) $ $10,000 PERSONAL B AOV INJURY $ $1,000,000 GEITL AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ $2,000,000 ✓ POLICY❑PET LOC PRODUCTS-COMP/OPAGG $ $2,000,000 OTHER: § A AUTOMOBILELIABILITY 6011155615 8/22/2016 8/22/2017 COMBINED SINGLE LIMIT $ Ea accident $1 000 ODD ANY AUTO BODILY INJURY(Perpe.n) $ OWNED F7 SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY ✓ AUTOS ONLY Par accident $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCES3 LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERSCOMPENSATmN IPER OTH. AND EMPLOYERS'LIASIUW YIN STATUTE ER ANYPROPRIETORIPARTNEPo ECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDEO4 NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yeS,deacripe under DESC ErroRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Technology rs and Omissions 6/11156615 11122/2016 8r22/2017 Per Claim Limit$1.600,000 Retro Active Date 0 8/2 212 01 2 Aggregate Limit$2,000,000 Deductible$2,500 DESCRIPTION OF OPERATIONS LOCATIONS/VEHICLES (ACORO1el,Addltlorul Remarks S.hedule,maybeaea.hedif.o.epa..I.r uired) City of Palm Springs,its officers,officials,employees,and volunteers are additional insureds as their interests may appppear per Forms#SB-300113-C and/or#SB-146932-E.Waiver of subrogation applies per form SB-300022-854.Primary wording applies perform CNA80103XX. Notice of cancellation applies per form SB-147052-B. CERTIFICATE HOLDER CANCELLATION CI of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 32 0 E. Tahquitz Canyyon Way ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE Rod Sockolov ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 33823356 1 16-17 GL/AU/[MB/E&0 I Patra (1) 11/18/2017 11;50:12 PM (PUT) I Page 1 of 6 CNA OpenGov, Inc. 6011155615 1/18/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKETVENDORS own acts or omission or those of its employees or anyone else acting on its WHO IS AN INSURED is amended to include as an behalf. However, this exclusion does not additional insured any person or organization (referred apply to: to below as vendor) with whom you agreed, because of a written contract or agreement to provide (1) The exceptions contained in insurance, but only with respect to "bodily injury" or Subparagraphs d.or f.; or "property damage" arising out of"your products"which (2) Such inspections, adjustments, tests or are distributed or sold in the regular course of the servicing as the vendor has agreed to vendor's business, subject to the following additional make or normally undertakes to make in exclusions: the usual course of business, in 1. The insurance afforded the vendor does not apply connection with the distribution or sale of to: the products. a. "Bodily injury" or "property damage" for which 2• This insurance does not apply to any insured the vendor is obligated to pay damages by person or organization, from whom you have reason of the assumption of liability in a acquired such products, or any ingredient, part or contract or agreement. This exclusion does container, entering into, accompanying or not apply to liability for damages that the containing such products. vendor would have in the absence of the 3. This provision 2. does not apply to any vendor contract or agreement; included as an insured by an endorsement issued b. Any express warranty unauthorized by you; by us and made a part of this Policy. c. Any physical or chemical change in the 4. This provision 2.does not apply if"bodily injury" or product made intentionally by the vendor; "property damage" included within the "products- completed operations hazard" is excluded either d. Repackaging, except when unpacked solely by the provisions of the Policy or by endorsement. for the purpose of inspection, demonstration, 2 MISCELLANEOUS ADDITIONAL INSUREDS testing, or the substitution of parts under instructions from the manufacturer, and then WHO IS AN INSURED is amended to include as an repackaged in the original container; insured any person or organization (called additional e. Any failure to make such inspections, insured) described in paragraphs 2.a. through 2.h. adjustments, tests or servicing as the vendor below whom you are required to add as an additional has agreed to make or normally undertakes to insured on this policy under a written contract or make in the usual course of business, in agreement but the written contract or agreement must connection with the distribution or sale of the be: products; 1. Currently in effect or becoming effective during the f. Demonstration, installation, servicing or repair term of this policy; and operations, except such operations performed 2. Executed prior to the "bodily injury," "property at the vendor's premises in connection with damage" or"personal and advertising injury," but the sale of the product; Only the following persons or organizations are g. Products which, after distribution or sale by additional insureds under this endorsement and you, have been labeled or relabeled or used coverage provided to such additional insureds is as a container, part or ingredient of any other limited as provided herein: thing or substance by or for the vendor; or a. Additionallnsured—Your Work h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its That person or organization for whom you do work is an additional insured solely for liability SB-146932-E Page 1 of 5 (Ed. 06111) 33a23956 1 16-17 GWAU/[ME/EW I Pa[ie (1) 1 1/18/2017 11:50:12 PM (POT) I Page 2 of 6 CNA due to your negligence specifically resulting This insurance does not apply to "bodily from your work for the additional insured injury," 'property damage" or "personal and which is the subject of the written contract or advertising injury" arising out of operations written agreement. No coverage applies to performed for the state or municipality. liability resulting from the sole negligence of c the additional insured. . Controlling Interest The insurance provided to the additional Any persons or organizations with a insured is limited as follows: controlling interest in you but only with respect to their liability arising out of: (1) The Limits of Insurance applicable to the (1) Their financial control of you; or additional insured are those specified in the written contract or written agreement (2) Premises they own, maintain or control or in the Declarations of this policy, while you lease or occupy these whichever is less. These Limits of premises. Insurance are inclusive of,, and not in addition to, the Limits of Insurance shown This insurance does not apply to structural in the Declarations. alterations, new construction and demolition operations performed by or for such additional (2) The coverage provided to the additional insured. insured by this endorsement and paragraph F.9.of the definition of"insured d. Managers or Lessors of Premises contract' under Liability and Medical A manager or lessor of premises but only with Expenses Definitions do not apply to respect to liability arising out of the ownership, "bodily injury" or 'property damage" maintenance or use of that specific part of the arising out of the 'products-completed premises leased to you and subject to the operations hazard" unless required by the following additional exclusions: written contract or written agreement. (3) The insurance provided to the additional This insurance does not apply to: insured does not apply to 'bodily injury," (1) Any 'occurrence" which takes place after "property damage," or 'personal and you cease to be a tenant in that premises; advertising injury" arising out of the or rendering or failure to render any (2) Structural alterations, new construction or professional services. demolition operations performed by or on b. State or Political Subdivisions behalf of such additional insured. A state or political subdivision subject to the e. Mortgagee,Assignee or Receiver following provisions: A mortgagee, assignee or receiver but only (1) This insurance applies only with respect with respect to their liability as mortgagee, to the following hazards for which the assignee, or receiver and arising out of the state or political subdivision has issued a ownership, maintenance, or use of a premises permit in connection with premises you by you. own, rent, or control and to which this This insurance does not apply to structural insurance applies: alterations, new construction or demolition (a) The existence, maintenance, repair, operations performed by or for such additional construction, erection, or removal of insured. advertising signs, awnings, canopies, f. Owners/Other Interests—Land is Leased cellar entrances, coal holes, driveways, manholes, marquees, An owner or other interest from whom land hoistaway openings, sidewalk vaults, has been leased by you but only with respect street banners, or decorations and to liability arising out of the ownership, similar exposures;or maintenance or use of that specific part of the (b) The construction, erection, or land leased to you and subject to the following additional exclusions: removal of elevators; or (2) This insurance applies only with respect This insurance does not apply to: to operations performed by you or on your (1) Any 'occurrence" which takes place behalf for which the state or political after you cease to lease that land; or subdivision has issued a permit. SB-146932-E Page 2 of 5 (Ed. 06/11) 3382395E 1 16-19 GL/AU/OMB/E60 I Patia (1) 1/10/2017 11:50:12 PM (POT) I Page 3 of 6 CNA (2) Structural alterations, new Damage To Property, is replaced by the construction or demolition operations following: performed by or on behalf of such k. Damage To Property additional insured. g. Co-owner of Insured Premises "Property damage"to: A co-owner of a premises co-owned by you 1. Property you own, rent or occupy, and covered under this insurance but only including any costs or expenses with respect to the co-owners liability as co- incurred by you, or any other person, owner of such premises. organization or entity, for repair, replacement, enhancement, h. Lessor of Equipment restoration or maintenance of such property for any reason, including Any person or organization from whom you lease equipment. Such person or organization prevention n injury r a person or P 9 damage to another's property; are insureds only with respect to their liability arising out of the maintenance, operation or 2. Premises you sell, give away or use by you of equipment leased to you by abandon, if the "property damage" such person or organization. A person's or arises out of any part of those organization's status as an insured under this premises; endorsement ends when their written contract 3. Property loaned to you; or agreement with you for such leased equipment ends. 4. Personal property in the care, With respect to the insurance afforded these custody or control of the insured; additional insureds, the following additional 5. That particular part of any real exclusions apply: property on which you or any This insurance does not apply: contractors or subcontractors working directly or indirectly in your behalf are (1) To any "occurrence" which takes place performing operations, if the"property after the equipment lease expires; or damage" arises out of those u operations; or (2) To "bodily injury,"j ry," "property damage" or "personal and advertising injury" arising 6. That particular part of any property out of the sole negligence of such that must be restored, repaired or additional insured. replaced because "your work" was Any insurance provided to an additional insured incorrectly performed on it. designated under paragraphs b. through h. above Paragraph 2 of this exclusion does not does not apply to "bodily injury" or "property apply if the premises are "your work" and damage" included within the "products-completed were never occupied, rented or held for operations hazard." rental by you. 3. The following is added to Paragraph H. of the Paragraphs 1, 3, and 4, of this exclusion BUSINESSOWNERS COMMON POLICY do not apply to "property damage" (other CONDITIONS: than damage by fire or explosion) to H. Other Insurance premises: (1) rented to you: 4. This insurance is excess over any other insurance naming the additional insured (2) temporarily occupied by you with the as an insured whether primary, excess, permission of the owner, or contingent or on any other basis unless a (3) to the contents of premises rented to written contract or written agreement you for a period of 7 or fewer specifically requires that this insurance be consecutive days. either primary or primary and A separate limit of insurance applies to noncontributing. Damage To Premises Rented To You as 4. LEGAL LIABILITY—DAMAGE TO PREMISES described in Section D — Liability and A. Under B. Exclusions, 1. Applicable to Medical Expenses Limits of Insurance. Business Liability Coverage, Exclusion k. SB-146932-E Page 3 of 5 (Ed. 06/11) 33823956 116-17 GL/AO/OPB/E50 I Pa"a (S) 11/18/2017 11:50:12 PM (PDT) I Page 4 of 6 CNA Paragraphs 3, 4, 5, and 6 of this (2) Any partner, if you or an additional exclusion do not apply to liability insured is a partnership; assumed under a sidetrack agreement. (3) Any manager, if you or an additional Paragraph 6 of this exclusion does not insured is a limited liability company; apply to "property damage" included in the "products-completed operations (4) Any "executive officer" or insurance hazard." manager, if you or an additional insured is a corporation; B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last (5) Any trustee, if you or an additional paragraph of 2. Exclusions is deleted and insured is a trust; or replaced by the following: 6 An elected or( ) y appointed official, if you or Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, an additional insured is a political do not apply to damage by fire to premises subdivision or public entity. while rented to you or temporarily occupied by This paragraph e. applies separately to you you with permission of the owner or to the and any additional insured. contents of premises rented to you for a period of 7 or fewer consecutive days. A 7. Bodily Injury separate limit of insurance applies to this Section F. Liability and Medical Expenses coverage as described in Section D. Liability Definitions, item 3. 'Bodily Injury" is deleted and And Medical Expenses Limits Of replaced with the following: Insurance. "Bodily injury" means bodily injury, sickness or C. The first Paragraph under item 5. Damage To disease sustained by a person, including death, Premises Rented To You Limit of Section humiliation, shock, mental anguish or mental D. Liability And Medical Expenses Limits injury by that person at any time which results as Of Insurance is replaced by the following: a consequence of the bodily injury, sickness or The most we will pay under Business Liability disease. for damages because of"property damage" 8. Expanded Personal and Advertising Injury to any one premises, while rented to you, or Definition temporarily occupied by you, with the permission of the owner, including contents of a. The following is added to Section F. Liability such premises rented to you for a period of 7 and Medical Expenses Definitions, item 14. or fewer consecutive days, is the Damage to Personal and Advertising Injury, in the Premises Rented to You limit shown in the Businessowners General Liability Declaration. Coverage Form: 5. Blanket Waiver of Subrogation h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural We waive any right of recovery we may have person, but only if such discrimination or against: humiliation is: a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of: waiver. 6. Broad Knowledge of Occurrence a. The insured; or b. Any "executive officer," director, The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions manager (if you are a limited liability in the Businessowners Liability Coverage company)of the insured;and Form: 2. Not directly or indirectly related to the e. Paragraphs a. and b. apply to you or to any employment, prospective employment, additional insured only when such past employment or termination of "occurrence," offense, claim or"suit' is known employment of any person or person by to: any insured. (1) You or any additional insured that is an b. The following is added to Exclusions, Section individual; B SB-146932-E Page 4 of 5 (Ed. 06111) 33823956 1 16-17 GL/AU/UM0/E60 I Palm (1) 11/18/2017 11:50:12 PM (POT( I Page 5 0£ 6 CNA (15)Discrimination Relating to Room, Personal and Advertising Injury Liability is Dwelling or Premises excluded either by the provisions of the Policy Caused by discrimination directly or or by endorsement. indirectly related to the sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease or prospective sale, rental, Section F. Liability and Medical Expenses lease or sub-lease of any room, dwelling Definitions, item 14, Personal Advertising Injury, or premises by or at the direction of any Paragraph c. is replaced by the following: insured. (16)Fines or Penalties c. The wrongful eviction from, wrongful entry into, or invasion of the right of private Fines or penalties levied or imposed by a occupancy of a room dwelling or premises governmental entity because of that a person or organization occupies discrimination. committed by or on behalf of it's owner, c. This provision (Expanded Personal and landlord or lessor. Advertising Injury) does not apply if SB-146932-E Page 5 of 5 (Ed. 06/11) 33622956 1 16-17 GL/AU/UMD/2S0 1 Petra (1) 1 1/18/2017 11:50:12 PM (PDT) 1 Page 6 of 6 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 4102 (Ed. 07/04) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-TENNESSEE We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule City of Palm Springs, CA 3200 E Tahquitz Canyon Way Palm Springs , CA 92262 TriNet Client Number: 961-2/CB4 Client Name: OpenGov, Inc. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective See Accompanying Certificate Policy No. Endorsement No. Insured:TriNet HR Corp. See Accompanying Certificate Premium and all its affiliates&subsidiaries Insurance Company:See Accompanying Certificate Countersigneda WC 99 41 02 (Ed.07r04) 0 1983 National Council on Compensation Insurance. BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following"attaching clause"need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective See Accompanying Certificate 12:01 AM forms a part of Policy No. See Accompanying Certificate Issued to TriNet HR, Corp. and all its affiliates &subsidiaries" By See Accompanying Certificate We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be --- % of the total estimated workers compensation premium for this policy. Schedule City of Palm Springs, CA 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 TriNet Client Number: 961-2/CB4 Client Name: OpenGov, Inc. WC 04 03 61 Countersigned by_ a (Ed. 11-90) Authorized Representative WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-64) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule City of Palm Springs, CA: 3200 E Tahquitz Canyon Way Palm Springs CA 92262 TriNet Client Number: 961-2/CB4 Client Name: OpenGov, Inc. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective See Accompanying Certificate Policy No. Endorsement No. Insured:TriNet HR Corp. See Accompanying Certificate Premium$ and all its affiliates&subsidiaries o Insurance Company:See Accompanying Certificate Counter Signed By WC 00 03 13 (Ed.4-84) ®1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 A (Ed. 1-00) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule TriNet Client Number: 961-21 CB4 Client Name: OpenGov, Inc. 1. (X)Specific Waiver Name of person or organization: City of Palm Springs, CA 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s)or organization(s)arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective See Accompanying Certificate Policy No. Endorsement No. Insured:TriNet HR Corp. See Accompanying Certificate Premium$ and all its affiliates&subsidiaries va Insurance Company:See Accompanying Certificate Counter Signed Bye 00-11 WC420304A (Ed. 1-00) DATE(MNVDDIYYYY) sacorzc+' CERTIFICATE OF LIABILITY INSURANCE 0118/2017 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 WANED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the Certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Riek Manage t De anment Wells Fargo Insurance Services USA, Inc. PHONE FAX Attn:Alejandra Evans A/C,No.Ert: 866 443-8489 NC,Nc: NO UM021 2601 S. Bayshore Drive,Suite 1600 E-MAILADDRESS: wmk.mmptttnnet wm Coconut Grove,FL 33133 INSURERS AFFORDING COVERAGE NAIC all INSURED INSURER A:Commerce&Industry Inc Co 19410 TriNet HR Corporation and all its affiliates and subsidiaries Labor Contractor for OpenGov, Inc. INSURER B:Illinois National Ins Cc 23817 9000 Town Center Parkway INSURER C:Ins Co State of Penn 19429 Bradenton,FL 34202 INSURER D:Nat'l Union Fire Ins Co of Pittsburgh,PA 19445 INSURER E:New Hampshire Ins Cc 23841 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: HIS 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. Limits shown am as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR MD POLICY NUMBER MWOD MMIDD/YYYY UNITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ CLAIMS-MADE OOCCUR MED EXP $ PERSONAL&ADV INJURY $ GENERALAGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $ POLICY 71PROJECT F7LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Each accitlent $ ANYAUTO BODILY INJURY Per erec i $ OWNED SCHEDULED BODILY INJURY(Per AUTOS ONLY AUTOS acdtlent) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Par accident) $ UMBRELLA UA6 OCCUR EACH OCCURRENCE $ EXCESS UAS CIAIMS-MADE AGGREGATE IS DED- RETENTION$ D WORKERS COMPENSATION 064570938(CA) 07/01/2016 D7/D7/2D1] PER OTH- AND EMPLOYERS'LIABILITY YIN X TATUTE ER D ANY PRDPRIETOWPPRTNERi EGUTIVE X 064567173(OR) D]/D1/2D16 D7/D1/2D17 E OWCERIMBABEREXCLUDEM 064565D52(MA) W/D1/2016 D7/D1/2D1] E.I.EACH ACCIDENT $2.000,000 E (M es,choryin NH) OW73689(NY) 07/01/2016 07101/2017 E.Lo1SEASE-EA EMPLOYEE $2.000,000 Ryes,DESCRIPTION antler DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $2,000,000 See allach"Waiver of Subrogation In favor of certificate holder ESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more apace Is required):Client ID; CB4 Workam'Compensatlon coverage is limited to wadmite employees of Openeov,Inc.through a co-anployment agreement with TriNet HR Corporation and all affiliated entities. Waiver of subrogation In favor of City of Palm Springs,CA. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED City of Palm Springs, CA BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE Attn. David H Ready DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs, CA 92262 u ACORD 25(20161 The ACORD name and logo are registered marks of ACORD 01980-2015 ACORD CORPORATION.All rights reserved. DATE(MMIDOlYY1'Y) CERTIFICATE OF LIABILITY INSURANCE 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 pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Risk Mana ement De ertment Wells Fargo Insurance Services USA, Inc. PHONE FAX E-MAILIJC' Ert: 866 443A489 NC Nc: 800 889-0021 Attn:Alejandra Evans 2601 S.Bayshore Drive,Suite 1600 ADDRESS: w«kmm mneL=om Coconut Grove,FL 33133 INSURERS AFFORDING COVERAGE NAIC If INSURED INSURER A:Commerce&Industry Inc Co 19410 TriNet FIR Corporation and all its affiliates and subsidiaries INSURER B:Illinols National Ins Cc 23317 OpenGov,Inc.(Endorsed as alternate employer) INSURER C:Ins CO State of Penn IM9 9000 Town Center Parkway Bradenton,FL 34202 INSURER D:N Union Fire Ins Co of Pittsburgh,PA 19445 INSURER E:New Hampshire Ins Co 27841 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: HIS 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 ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, XCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requests INSR ADDL SUER POLICY EFF POLICY UP LIMITS LTa TYPE OF INSURANCE INSR WVID POLICY NUMBER MWDD MMIDDIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Eaocc—as $ CLAIMS-MADE OOCCUR MED EXP A m $ PERSONAL&ADV INJURY $ GENERALAGGREGATE $ GEN-L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP AGG S POLIOV PROJECT LOC COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Each aCdtlenl $ ANYAUTO aODILV INJURY fps, mason)$ OWNED AUTOS SCHEDULED BODILY INJURY(Per ONLY AUTOS accE $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident $ UMBRELLA UAB OCCUR EACH OCCURRENCE $ EXCE6a DAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ A WORKERS COMPENSATION OW68312(FL) 07/01/2016 07/01/2017 X TETUTE GER AND EMPLOYERS'LIABILITY YIN X OW68314 TN 07/01/2016 07101/2017 C' ANY PRCPRIETDRTARTNER ECUTNE ( ) EL.EACH ACCIDENT $2,WO,DBO C OFFICERIMEMBEREXCLUOED? 064568315(VA) 10/24/2016 07/01/2017 $2,000,000 D (Mandatory In NH) 064566298(DC) 07/01/2016 07/01/2017 E.L.pISEA3E{q EMPLOYEE If yes,deecdbe under $2,O0", D DESCRIPTION OF OPERATIONS below OW68296(IN) 07/0112016 07/01/2017 E.L.DISEASE-POLICY LIMIT D 064568298(MD) 07/01/2016 07/01/2017 E OW68292(GA) 10/10/2016 07101/2017 E 064568299(MI) 09/01/2016 07/01/2017 Be.atlached Waiver of Subrogation in E OW68308(TX) 07/01/2016 07/01/2017 favor of certificate holder ESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more apace is required):Client ID: CB4 Worial Compensation coverage Is limited to worksite employees of Operoov,Inc.through a coamployment agreement with TriNet HR Corporation and all of hated entities. Waiver of subrogation in favor of City of Palm Springs,CA. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED City Of Palm Springs, CA BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn. David H Ready 3200 E Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs, CA 92262 eaa�A/�J�RRt7 ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 0 198 8-2015 ACORD CORPORATION.All rights reserved. ALM 9p City of Palm Springs, CA: Project Plan Tasks/Topics to Cover Owner Timeline Status Onboarding • Introductions, OpenGov Neal Block Kick-Off Call overview, Objectives & Liz Leon • February (on-site) Success Metrics, Reports Jenny Na 15, 2017 Required, Deployment (Day 1) Data Overview, Project Plan, Next Extraction Steps • Day 1 • Send 3-5 years of data and Chart of Accounts Setup Jenny Na Confirm data • Review files & Chart of • Day 1 files are Accounts with OpenGov complete Review • Review platform, mapping of Jenny Na • Day 1 Initial Chart of Accounts, & Reports Liz Leon Platform • Outline any missing items & • Day 1 Review descriptions, summary levels, rectify description • Day 1 r Data & CoA pending codes Finalization • Confirm CoA structure • Day 1 • Review non-financial data & Non-Financial reports, go through examples Review (building permits, police calls, EMS runs) Training • Watch tutorial videos on Jenny Na • Days 1 & Platform platform administration Liz Leon 2 administration • Training to include overview of upload process, review of • Days 1 & Data Upload upload templates, and review 2 of report creation Adoption Plan • Develop project plan, Liz Leon Pre-launch timeline, and meeting Call cadence for rollout of Day 2 platform to target audience On-Site Visit City of Palm Springs, CA: Project Plan Points of contact: • Ii krr, Data Lead ✓ Data discussion ✓ Data extraction + formatting CoA Lead ✓ CoA sign-off ✓ Report sign-off Project Manager ✓ Weekly project status updates ✓ Engagement +Adoption Planning ✓ QBRs Executive Sponsor ✓ Weekly project status updates ✓ QBRs ✓ Escalation point of contact 2 Data Requirements & Best Practices: Chart of Accounts Annual & Balance Current Year Transactions Sheet • Descriptions/names GL budget or • Month-to-date . Transactional or of each segment of historical actuals (cumulative) check-level detail your account string. with full account totals for using a report string with all expenses and template. • Segment segment codes revenues for classification and (fund, each month of • Required categories (e.g. department, the year with full columns include fund code 001 is revenue/expense account string the date, amount associated to fund object codes) with all segment and account description General amounts and all codes (fund, information. Fund, classified as ledger types department, a Governmental • Suggested (revenues, revenue/expense columns include Fund) expenses, assets, object codes, • Format: Excel liabilities and etc.), fiscal period, vendor, equity). period, budget vendor name, description and and year-to-date check number. 3-5 years of amounts. Include history or as ledger types . Complete many years are (revenue, transactions file desired. expense, with actual and Format: Excel or transfer) for each budget enable CSV account. creation of an • Current year or Annual report as many months without building of history as from GL desired. summary totals • Format: Excel or • Format: Excel or CSV CSV 3 Sample On-Site (Days 1-2) Agenda Jenny Liz 9:00 AM Introduction and Agenda Review 9:15 AM 9:30 AM 9:45 AM Chart of Accounts Review 10:00 AM 10:15AM 10:30 AM Break 10:45 AM 11:00 AM 11:15 AM Data Uploading and Reports 11:30 AM 11:45 AM 12:00 PM Lunch 12:15 PM 12:30 PM 12:45 PM 1:00 PM Initial Platform Review 1:15 PM 1:30 PM 1 :45 PM 2:00 PM 2:15 PM Report Build 2:30 PM 2:45 PM 3:00 PM Break 3:15 PM 3:30 PM Report Feedback 3:45 PM 4:00 PM 4:15 PM Training 4:30 PM 4:45 PM Wrap-Up 4 Jenny Liz 9:00 AM Questions 9:15 AM 9:30 AM 9:45 AM Review & Training 10:00 AM 10:15 AM 10:30 AM Break 10:45 AM 11 :00 AM 11 :15 AM Report Customizations 11 :30 AM 11 :45 AM 12:00 PM Lunch 12:15 PM 12:30 PM 12:45 PM 1 :00 PM Performance Data & Reports Review 1 :15 PM 1 :30 PM 1:45 PM 2:00 PM 2:15 PM Pre-Launch Discussion 2:30 PM 2:45 PM 3:00 PM Break 3:15 PM 3:30 PM TBD 3:45 PM 4:00 PM 4:15 PM TBD 4:30 PM 4:45 PM Wrap-Up 5 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) Z/ 1 O/ZU2 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHOR 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 Woodruff -Sawyer & CO. CONTACT NAME: WS Certificates 50 California Street, Floor 12 San Francisco CA 94111 PHONE FAX a No Ext : 844-972-6326 A/c No): E-MAIL ADDRESS: Certificates@woodruffsawyer.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Continental Insurance Company INSURER B : American Casualty Company of Reading 35289 INSURED OPENING-02 OpenGov, Inc 20427 INSURER C : Valley Fore Insurance Company 20508 PO Box 41340 San Jose, CA 95160 INSURER D : Continental Casualty Company 20443 INSURER E: Arch SpecialSpeciafty Insurance Company 21199 INSURER F : CAVFRA(;t=S rC�TIL•II�AT� . KtVI51UN NUMt3tR: 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 ADDL LTR TYPE OF INSURANCE 'ISUBR POLICY EFF POLICY EXP INSDPOLICY NUMBER MM/DD MMIDD/YYYY1 LIMITS C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 6079220146 2/15/2023 3/15/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO- JECT ❑ LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ D AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY 6079220132 2/15/2023 3/15/2024 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ A B B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE NIA 6079220180 WC 6 79220177 WC 6 79220163 2/15/2023 2/15/2023 2/15I2023 3/15/2024 5/15/2024 5/15/2024 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PA EXCLUDED? OFFICER/MEMBEREXCLUDED? ❑ in NH) (Mandatory nder f u Iyes, describe X PER OTH- STATUTE ER $ E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 E Tech Errors & Omissions/Cyber C4LPE040432CYBER2024 2/15/2024 2/15/2025 Per Claim/ Aggregate: Retention: $5,000,000 $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Palm Springs, its officers, officials, employees, and volunteers as their interests may appear are included as Additional Insured as respects General Liability on a Primary basis with a waiver of subrogation to the extent provided in the attached form. Notice of Cancellation applies with respects General Liability to the extent provided in the attached form. !`C�TI Cl/�ATf= LIAR non TTI\T�� raw FEB 2 0 2024 City of Palm Springs, CA C' Hall 3200 E. Tahquitz Canyon Way Reception Desk Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE � � ,- C4v,t U v lyaa-CUTS AL;UKU GOKPOKATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD a a A s N CNA CNA PARAMOUNT •x Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability —Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket Pi o � I-15) Pagege 1 off 14 Policy No: 6079220146 1 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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: 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. I.IVH/4i5/LJVC t I-Ib) Page 2 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: oPENGov, INC. Copyright CNA All Rights Reserved. Policy No: 6079220146 Endorsement No: 6 Effective Date: 02/15/2023 Includes copyrighted material of Insurance Services Office, Inc., with its permission. N CNA CNA PARAMOUNT •x 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. UNA14dtZAA (1-15) Page 3 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Policy No: 6079220146 Endorsement No: 6 Effective Date: 02/15/2023 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CW, 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: 6079220146 Page 4 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 0 2 / 15 / 2 02 3 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission RM �3if•---'=Y1�==, Z.:�-'r�..:�.l�1rYLti .�-l�..r. �sr'�---^--��. � --�d��ald'Ytiti�s�lii.�l�i�liYoi� -- � �5u a s 0 0 N 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 %.1*4M15 of 1 n l I- 10) Policy NO: 6079220146 Page 5 of 4 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission IVA CNA CNA PARAMOUNT' Technology General Liability Extension Endorsement 02 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) Page 6 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Policy NO: 6079220146 Endorsement No: 6 Effective Date: 02/15/2023 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT' Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly 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). delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6079220146 Page 7 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT t;x 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: 6079220146 Page 8 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT �•x Technology General Liability Extension EndorsementRA.' ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (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. • 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: N Other Insurance s b. Excess Insurance 0 0 (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer s instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased N 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: 6079220146 Page 9 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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) Page 10 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Policy No: 6079220146 Endorsement No: 6 Effective Date: 02/15/2023 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT 0'�:! PC 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. m This exclusion does not apply to: s (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: 0 (a) less than 75 feet long; and a (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6079220146 Page 11 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA PARAMOUNT DNA Technology General Liability Extension Endorsement R.- Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Policy No: 6079220146 Page 12 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement , B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 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 21(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that 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: s 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. 0 18. SUPPLEMENTARY PAYMENTS N 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: 6079220146 Page 13 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT t 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: 6079220146 Page 14 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02 / 15 / 2 02 3 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY — NEW YORK DEPARTMENT OF TRANSPORTATION M SCHEDULE Number of days notice (other than for nonpayment of premium): 030 Number of days notice for nonpayment of premium: 10 Name of person or organization to whom notice will be sent: CITY OF PALM SPRINGS, CA Address: 3200 E. TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. 0 0 oN O 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. CNA74702XX (1-15) Page 1 of 1 VALLEY FORGE INSURANCE COMPANY Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Policy No: 6079220146 Endorsement No: 44 Effective Date: 02/15/2023