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Foundant Technologies Inc; 2021-02-16; PSALCA-22107CA
PSALCA-22107CA City Attorney Approved Version 9/27/16 1 AMENDMENT NO.1 TO AGREEMENT FOR GRANT LIFECYCLE MANAGER SOFTWARE STAFF TRAINING FOUNDANT TECHNOLOGIES, INC. This Amendment No.1 is entered into and effective as of the ______ day of ______________________________, 2022, amending the agreement dated February 16, 2021 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Foundant Technologies, Inc. (“Contractor") (collectively, the “Parties”) for grant software and staff training of software. RECITALS A. On February 16, 2021, the Parties executed the original Agreement; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule pertaining to staff training services at a cost to the City, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A," commencing upon execution of the amendment through February 16, 2023. With this Amendment, the total annual Agreement amount shall not exceed fourteen thousand dollars ($14,000), which includes $12,000 paid initially for the 2-year subscription of software, software set-up and training, and $2,000 for additional training. 2. Contractor will complete all work described in Exhibit “A.” and provide invoices to sufficiently detail with related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE 7th June PSALCA-22107CA City Attorney Approved Version 9/27/16 2 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As authorized by the City Manager CHRIS DAHL President Foundant Technologies, Inc. ATTEST: By: (sign here) For FAVIOLA MEDINA City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney BY: _____________________________ Deputy/Assistant City Attorney DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE PSALCA-22107CA City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE The City has requested additional training virtually for city staff by the Contractor on the Grant Lifecycle Manager software. The software is used to manage the City’s Community Arts Grants. 1. CONTACT INFORMATION: Contractor Stephanie Johnson, PO Box 11888, Bozeman, MT 59719 Email: stephanie.johnson@foundant.com, Phone: 877-297-0043 City • Cultural Arts Manager Richard Schultz, 442-339-2086, richard.schultz@carlsbadca.gov • Sr. Management Analyst Fiona Everett, 442-339-2014, fiona.everett@carlsbadca.gov • Community Arts Coordinator Wendy Sabin Lasker, 442-339-5982, wendy.sabinlasker@carlsbadca.gov • Cultural Arts General Phone, 442-339-2090 *Throughout COVID-19 pandemic, staff may have adjusted hours and work locations. Email may be the initial preferred method of reaching staff. 2. SERVICES Contractor to provide additional training to include training for one new administrator. One- on-one training calls with the Client Success Manager (CSM) on an as-needed basis. Also included is reports training with the CSM, a Site Audit, along with Learning Lab Assignments. Training period is for two months after execution of the Agreement at a cost of $500. City may request additional training at $150 hour for up to 10-hour blocks of professional services. The professional services can be used for training, custom reports, outsourcing and/or additional assistance with the Grant Lifecycle Manager system configuration and administration. City will be invoiced for services used with a cost not-to-exceed $1,500. If the City requires additional sessions, Parties will discuss and confirm any changes in writing thirty (30) days in advance of changes. 3. HEALTH & SAFETY During the COVID-19 health-related pandemic, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Contractor what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. /// /// /// DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE PSALCA-22107CA City Attorney Approved Version 9/27/16 4 4. CONTRACTOR SERVICE FEES / INVOICING Fees. As noted in section “2. Services”. Invoicing & Payment. All invoices submitted to City shall be sufficiently detailed to include related activities for review and approval by both City’s Cultural Arts Manager Richard Schultz or Community Arts Coordinator Wendy Sabin Lasker. Final invoice approval will be completed by City’s Library & Cultural Arts Director or designee. /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Atlantic Specialty Insurance Company Travelers Indemnity Company Scottsdale Indemnity Company 6/01/2022 Marsh McLennan Agency LLC One Executive Drive Somerset, NJ 08873 Marina Zaslavskaya 201 845-6600 marina.zaslavskaya@marshmma.com Foundant Technologies, Inc 143 Willow Peak Drive Bozeman, MT 59718 27154 25658 15580 A X 7110167540001 07/01/2021 07/01/2022 1,000,000 500,000 15,000 1,000,000 2,000,000 2,000,000 A X X 7110167540001 07/01/2021 07/01/2022 1,000,000 A X 7110167540001 07/01/2021 07/01/2022 2,000,000 2,000,000 B N UB4S3243032142G 07/01/2021 07/01/2022 X 1,000,000 1,000,000 1,000,000 A C Errors+Omissions D&O Liability 7600106290001 EKI3337520 07/01/2021 07/01/2021 07/01/2022 07/01/2022 $1,000,000 Occ $1,000,000 Agg $1mm occ/ $2mm agg Certificate holder is included as Additional Insured when required by written contract, agreement or permit, but only with respect to the General Liability insurance and subject to the provisions and limitations of the policy. City of Carlsbad 1775 Dove Lane Carlsbad, CA 92011 1 of 1 #S10892410/M8515843 FOUNDTECHN3Client#: 742834 NNMZL 1 of 1 #S10892410/M8515843 DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE I I f--D □ f-- f-- f-- Fl n n f-- f--- f--- f--- f--H I I I I I □ I Policy Number: 711-01-67-54-0001 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A.Section I -Coverages 1.Expected or Intended Injury(Property Damage) 2.Non-Owned Aircraft andWatercraft Under 55 Feet 3.Broadened Property Damage -Rented Premises, Borrowed Equipment andUse of Elevators4.Personal and Advertising Injury Exclusionsa.Insureds in Media andInternet Type Businesses b.Electronic Chatrooms or Bulletin Boards5.Medical Payments -Increased Limits and Time Period6.Product Recall Expense Coverage 7.Supplementary Payments -Cost of Bail Bonds and Loss of Earnings B.Section II -Who is an Insured 1.Broadened Named Insured 2.Additional Insured -Broad Form Vendor3.Additional Insured -Written Contract,Agreement, Permit or Authorization A.Section I -Coverages 4.Incidental Malpractice by EmployedPhysicians, Nurses, EMTs and Paramedics5.User of Covered Watercraft 6.Newly Acquired or Formed Organizations C.Section Ill -Limits of Insurance -Aggregate Limit Per Location D.Section IV -Commercial GeneralLiability Conditions 1.Duties in Event of Occurrence, Offense,Claim or Suit2.Waiver of Subrogation When Required byWritten Contract or Agreement E.Section V - Definitions 1.Bodily Injury-Includes Mental Anguish2.Coverage Territory-Worldwide 3.Mobile Equipment -Self-Propelled SnowRemoval, Road Maintenance and StreetCleaning Equipment Less than 1,000 PoundsGross Vehicle Weight 1.Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I -Coverages -Coverage A -Bodily Injury and Property Damage Liability: This exclusion does not apply to "property damage" resulting from the use of reasonable force to protectpersons or property. 2.Non-Owned Aircraft and Watercraft Under 55 Feet a.The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I -Coverages -Coverage A -Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a)Hired, chartered or loaned with a paid crew; and (b)Not owned by any insured. b.The following replaces Exclusion 2.g.(2)(a) of Section I -Coverages -Coverage A -BodilyInjury and Property Damage Liability: (a)Less than 55 feet long; and VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright 2017, OneBeacon Insurance Group LLC E-INSURED Page 1 of9 DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage -Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I -Coverages - Coverage A -Bodily Injury and Property Damage Liability: Paragraph (1) of this exclusion does not apply to "property damage" to real property you rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section Ill -Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I -Coverages -Coverage B -Personal and Advertising Injury Liability: "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I - Coverages -Coverage B -Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments -Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I - Coverage C -Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page2 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE b. The following is added to Paragraph 7. of Section 111-Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I -Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit Each Product Recall Deductible $25,000 $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay "product recall expense" incurred by you or on your behalf for a "covered recall" to which this insurance applies. This insurance applies to "product recall expense" for a "covered recall" that takes place in the "coverage territory" and during the policy period. The amount we will pay for "product recall expense" is limited as described in Section Ill -Limits Of Insurance. We will only pay the amount of "product recall expense" in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each "covered recall" that is initiated. b. The following is added to Section Ill -Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all "product recall expense" incurred for all "covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. c. The following is added Section IV -Commercial General Liability Conditions: Duties In The Event Of "Covered Recall" 1. You must report a "covered recall" to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated "covered recall" that may result in "product recall expense": VCG 207 0618 (a) Give us notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect "your product" and take damaged and undamaged samples of "your products" for inspection, testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page3 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE (e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. An insured's answers to the examination must be signed. d. The following are added to Section V -Definitions: "Covered recall" means a recall of "your product" made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in, or will result in, "bodily injury" or "property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements" and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried "employees"; (4) Expenses for hiring "temporary workers"; (5) Expenses incurred by "employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of "your product" if the disposal is necessary to avoid "bodily injury" or "property damage" and is other than regularly used to discard, trash or dispose of "your product". b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of "your product" that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 7. Supplementary Payments -Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments -Coverages A and B in Section I -Coverages: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page4of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE B. Section II -Who is an Insured 1. Broadened Named Insured Section II -Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured -Broad Form Vendor a. Section II -Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as "vendor'') with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the "products-completed operations hazard" is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For "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 unless that the vendor would have otherwise been liable for such "bodily injury" or "property damage" in the absence of that contract or agreement; or (4) For "bodily injury" or "property damage" caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) 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; (d) 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; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) 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 (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) In the course of repackaging "your products" in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of "your products" performed at the vendor's premises in connection with the sale of the product; or (iii) An inspection, adjustment, test or servicing of "your products" 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. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page5of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE c. The following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured -Written Contract, Agreement, Permit or Authorization a. Section II -Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury", "property damage" or "personal and advertising injury" in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury", "property damage" or "personal and advertising injury" in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury", "property damage" or "personal and advertising injury" in connection with premises you own , rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the "bodily injury", "property damage" or "personal and advertising injury" occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: VCG 207 0618 (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The "occurrence" takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage" or "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving , or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE (f) "Bodily injury" or "property damage" occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV-Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II-Who Is An Insured: But an "employee" or "volunteer worker'' employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured "employee" or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section II -Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury" to that person's or organization's "employee"; or b. "Property damage" to property: VCG 207 0618 (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page7 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II -Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section Ill -Limits of Insurance -Aggregate Limit Per Location The following is added to Paragraph 2. of Section Ill -Limits Of Insurance: The General Aggregate Limit applies separately to each "location" of yours. As used in this provision, "location" means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D. Section IV -Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV-Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or "suit", or send us documents concerning a claim or "suit", apply only if the "occurrence", offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer'' or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report the "occurrence" or offense to your workers' compensation insurer and that "occurrence" or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence" or offense is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV -Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV -Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" included within the "products-completed operations hazard" if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the "bodily injury" or "property damage" occurs and requires you to waive your rights of recovery. E. Section V-Definitions 1. Bodily Injury -Includes Mental Anguish The following is added to Paragraph 3. of Section V -Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory -Worldwide The following replaces Paragraph 4. of Section V -Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page8 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment -Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V-Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered "mobile equipment" and not an "auto". VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page9 of9 Copyright 2017, OneBeacon Insurance Group LLC INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE AXIS Surplus Insurance Company 6/03/2022 Marsh McLennan Agency LLC One Executive Drive Somerset, NJ 08873 Marina Zaslavskaya marina.zaslavskaya@MarshMMA.com Foundant Technologies, Inc 143 Willow Peak Drive Bozeman, MT 59718 26620 A Cyber P00100044509501 10/13/2021 10/13/2022 3,000,000 aggregate 10,000 retention Certificate Holder is named Additional Insured with regard to the liability policies of the insured, but only with respect to and to the extent of the liabilities assumed by the Named Insured under written contract, agreement or permit and subject to the provisions and limitations of the policy. City of Carlsbad 1775 Dove Lane Carlsbad, CA 92011 1 of 1 #S10905771/M9021995 FOUNDTECHN3Client#: 742834 NNMZL 1 of 1 #S10905771/M9021995 DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE I I f--D □ f-- f-- f-- Fl n n f-- f--- f--- f--- f--H I I I I I □ I Foundant Contact: Brandon Meadors brandon.meadors@foundant.com Foundant Technologies PO Box 11888, Bozeman, MT 59719 (406) 922-5300 City of Carlsbad Contact: Richard Schultz Richard.Schultz@carlsbadca.gov 1775 Dove Lane, Carlsbad, CA 92011 7606022086 Foundant Contract for City of Carlsbad Date: June 9, 2020 DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01 Debbie Jo McCool Richard Schultz Devin CastelDebbie Jo McCool Suzanne Smithson Ed Garbo DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies Subscription Contract for City of Carlsbad | Page 1 of 2 Product Description Subscription Start Date Subscription End Date Cost (USD) Grant Lifecycle Manager (GLM) - Standard Two-Year Licensed Subscription Quantity: 1 Includes 5 GLM Grant Processes, hosting, maintenance and support with no limitations on the number of users or incoming requests. $10,000.00 GLM Training for 1 Administrator / Standard and Standard +2 License Quantity: 1 Includes one-on-one training with a designated Foundant Client Success Manager (CSM), setup and branding of GLM live and demo sites and an optional training session for reviewers/board members. One-time Cost $2,000.00 Total: $12,000.00 DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies Subscription Contract for City of Carlsbad | Page 2 of 2 1.This is not an invoice. Please sign, return, and an invoice will be emailed. 2.By signing below you are agreeing to the attached Quote Terms and Conditions and Foundant Technologies Standard Terms and Conditions Software License and Services Agreement with Customer. 3.Please note #10 in Quote Terms and Conditions below for sales tax information Contact to receive invoice: Richard.Schultz@carlsbadca.gov Richard Schultz, Cultural Arts Manager Billing Contact(s) Name Billing Contact(s) Email To accept, please sign and date: ________________________________ Date ___________________________________________ Signature Chris DahlCEO & CFO Foundant Technologies, Inc. ____________________________________________ Signature Suzanne Smithson Library & Cultural Arts Director, As authorized by the City Manager _________________________________________ Signature Deputy City Attorney APPROVED AS TO FORM For CELIA A. BREWER, City Attorney ________________________________ Date DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01 2/12/2021 Audra Mahoney 2/16/2021 Audra Mahoney 2/17/2021 DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Date: June 9, 2020 City of Carlsbad 1775 Dove Lane Carlsbad, CA 92011 Grant Lifecycle Manager (GLM) Full Quote Terms and Conditions: 1.Foundant Technologies Terms and Conditions apply as stated in the Foundant Technologies Standard Terms and Conditions Software License and Services Agreement with Customer. 2.Quoted prices are in U.S. dollars. All payments shall be in U.S. dollars and are due Net 30 from the invoice date. 3.All GLM Licenses include hosting, maintenance, upgrades and support with no limitations on the number of users. 4.This is a binding commitment, which is not subject to the issuance of any further purchase orders, confirmations or other events. 5.Foundant Technologies’ Standard Terms and Conditions and this proposal represent the entire agreement between the parties and cannot be overridden by terms contained in any later received document, unless the additional terms are accepted in writing by Foundant Technologies. 6.This order will be processed upon receipt of a copy of this letter signed by a representative of your organization. 7.Special conditions override standard conditions in the event of an inconsistency. 8.Foundant Technologies offers a 90-day money back guarantee on the cost of the software subscription from the date this order is processed. Should the client be unsatisfied for any reason after the 90-day period, Foundant will provide a pro-rated refund for the remaining, unused portion of the software subscription fee. 9.GuideStar Charity Check is licensed for up to 1,000 total lookups over the subscription term, if applicable based on the items purchased via this Quote. 10.Unless otherwise noted, client activity level is expected to be less than 5,000 online form submissions through GLM per year. Any deviation from this expectation should be communicated by client to Foundant at least four weeks prior to the initiation of such activity and Foundant reserves the right to limit access to GLM if adequate notice is not provided. 11.Should Foundant’s prices increase prior to a renewal date, we commit that your next renewal will be no more than 10% increase over your most current subscription fee. 12.Prices set forth in this quote do not take into account any sales tax. We collect and remit sales tax from our customers located in certain state and local jurisdictions. We determine your local taxing jurisdiction based on the billing address in this quote. In order to determine if you are exempt from sales tax, you must provide proof of your organization's state sales tax exemption. Please note, states do not recognize your 501(c)3 letter as proof of exemption. For details on the most recent U.S. Supreme Court ruling on state tax law, visit https://www.supremecourt.gov/opinions/17pdf/17-494_j4el.pdf. Special Conditions: DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | Thank you for considering Foundant Technologies as your partner in achieving your philanthropic goals. Please take a few moments to understand Foundant’s company policies and procedures to ensure they are in alignment with your expectations. Foundant Technologies’ Standard Terms and Conditions Software License and Services Agreement The combination of your Quote, the Standard Terms and Conditions Software License and Services Agreement, and any Scopes of Work – should they exist, make up the entirety of the agreement between Foundant and a client. Please note: We cannot negotiate unique contracts with alternative terms and conditions. With thousands of clients, it is not feasible to track, and more importantly, live up to differing commitments unique contracts may stipulate. “Do what we say” is a core value and extends to all aspects of our operations, especially legal agreements. We have intentionally created our Standard Terms and Conditions Software License and Services Agreement to be simple, straightforward, and protective of both parties so neither incurs significant negotiation costs. This is one of the ways we keep our prices reasonable for clients. Wording changes simply for the sake of a lawyer’s preferred format, versus ours, is generally a waste of time and money. Addressing Special Conditions We understand based on the type of organization, type of funding, or even just internal policies you may request conditions not included in our Standard Terms and Conditions Software License and Services Agreement. We are willing to discuss these situations to see if they may be addressed via the Special Conditions section of your quote. Special Conditions must be reasonable, succinct, and not fundamentally change how Foundant or our software operates. Special Conditions must also be mutually protective or restrictive in their nature. Fees Associated with Special Conditions Most clients do not need Special Conditions, so we do not feel it is fair to build the associated legal costs into our product pricing. Therefore, we feel it is reasonable and necessary to recover our costs associated with negotiating, documenting, and maintaining any Special Conditions agreed upon with clients. Should you have requests for modification, there will be a minimum $1,500 fee added to your Quote. Legal review does not guarantee requested changes will be accepted but the fee is due regardless. In most cases, the minimum fee of $1,500 is sufficient. However, if the costs exceed $1,500, the client will be informed and required to cover the actual costs of the review. Service Level Agreements (SLA) You will notice our standard agreements do not contain a Service Level Agreement section. In the SLA model, it is left to the client to document the interruption, prove it is not on the client’s side, and when the normal SLA formula is applied, it works out to an insignificant sum. We feel this is not a client-friendly practice. Our preference over an SLA agreement is to offer an unconditional money-back guarantee that provides a pro-rated refund based on the unused portion of your license fee. This commitment is noted on all Quotes we provide. If we do not consistently live up to your expectations, for any reason, we do not feel you should be locked into us as your provider. We can offer this type of guarantee because we focus on keeping our clients happy and successful. We feel our approach is more client-friendly and acts as a greater incentive for us to maintain the highest level of service, quality infrastructure, and ongoing product improvements. Hosting and Product Infrastructure Partnering with experienced hosting providers, including Rackspace, Amazon, and Azure, enables us to offer scalable and secure infrastructure for our solutions. Each of these providers offer virtualized server solutions, so we can quickly scale up our solutions to meet increased demand. As these providers work with organizations with a variety of privacy and security concerns, they have developed extensive expertise we can leverage. They also have comprehensive data privacy and security controls in place, including tightly restricted physical access to the hosting environments, as well as redundancy measures (i.e. backup power) to ensure they meet the needs of millions of users. Finally, their security controls are regularly evaluated as they undergo numerous annual audits, including Service Organization Control (SOC) audits. Please understand we are unable to provide our partners’ security documentation directly to you. Our hosting providers have processes in place to share this information with you if needed. However, to comply with their process controls, you will need to follow their requesting process. Also, please do not ask us to agree to legal agreements on behalf of our hosting partners as we are unable to do so. DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | Data Security We take your data’s security very seriously. Data for our solutions is encrypted in transit between users’ web browsers and our hosted servers over an HTTPS connection using the Transport Layer Security (TLS) cryptographic protocol. In addition, data is also encrypted at rest, offering another layer of security. One-way hashing algorithms are used to securely store password credentials. All our solutions have dedicated firewalls and periodic data backups, and access by our employees is highly limited. In addition, we conduct a variety of periodic security testing of our solutions, ranging from static source code scans to vulnerability testing. Product/Software Development Lifecycle The software development lifecycle process for our products incorporates both quality control and security throughout. For a given release, every code change is tracked back to a given developer. Each change also goes through multiple controls, including a code review by at least one other developer and a test by Quality Assurance (QA) in our testing environment before it is included in a release candidate. Many changes are also tested by automated test scripts. After a release candidate passes quality assurance in a testing environment, it is released to a pre-sales environment where it is further exercised as our team trains and implements clients. During this release process, our Learning and Development team documents changes to facilitate client training. Finally, the release candidate is deployed to a production environment. All our source code is hosted in a distributed source control system with tightly controlled access. Finally, we regularly update our technologies, including those provided by third parties, to ensure we are taking advantage of the latest performance and security updates. Corporate Security We understand security threats continue to evolve. Therefore, we have invested and will continue to invest in our systems, policies, and practices to maintain a strong security posture. We believe security starts with our employees. In addition to undergoing a pre- employment background check, all employees sign a confidentiality agreement recognizing the privacy of client data. Employees also undergo periodic security training addressing not just privacy, but other areas of security concern, including phishing, ransomware, passwords, working remotely, etc. Our Security Team periodically meets to assess our progress in securing company systems and data. It helps manage policies and practices governing security controls including but not limited to employee onboarding and transitioning, system security categorizations and internal system audits, incident response, infrastructure management, and access controls. Our Information Technology team implements controls such as full disk encryption on every company-issued device, group policies governing lock screen timeouts and password complexity, automated deployment of anti-malware software, corporate firewalls, VPN access, etc. Finally, we undergo an annual audit by a third party to help identify and prioritize areas of concern, and then we take steps to mitigate those appropriately. We are committed to continuing to identify and adopt security best practices across the organization. Requests for Security Audits As with legal requirements, we understand different organizations may require different levels of security documentation to maintain compliance with their organizational policies. Foundant has security and hosting statements we are willing to share. However, in order to do so, we require a mutual NDA signed prior to providing such sensitive information. Please understand, these are purposely not detailed documentation due the nature of the subject. Increasingly, we are asked to fill out our clients’ security documentation. Our first request will be for your security team to review our standard statements of security protocols and to read this document. The two should answer, at a high level, most questions while also indicating our awareness and attention to data security and protection. If these do not suffice, we are willing to review and complete security documentation that is reasonable and appropriately detailed. Fees Associated with Foundant Completing Client Security Questionnaires or Reviews Most clients recognize our commitment to security and data protection and have no need for custom reviews, so we do not feel it is fair to build the associated costs related to the paperwork and meetings into our product pricing. Therefore, we feel it is reasonable and necessary to recover our costs associated with completing, documenting, and responding to client security team’s questions and requests. Should you have the need a customized response or actions to meet your security due diligence, there will be a minimum $1,500 fee added to your Quote. In most cases, the minimum fee of $1,500 is sufficient. However, if the costs exceed $1,500, the DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | client will be informed and required to cover the actual costs of the review. Should we find clients who have a high degree of concern or potential liability due to the nature of the data they plan to or are storing within our systems, Foundant may require a signature on a reciprocal agreement confirming your organization also has the appropriate internal controls and employee training in place to safeguard your data. Our hope is this letter provides clarity as well as confirmation of the type of organization Foundant is at our core. We are interested in your success, but we also need to balance thousands of clients’ needs. We believe strongly in doing what we say, so everything in this document reflects what we are doing, not what we say we do or will eventually do in the future. We are open to suggestions and feedback, so please feel free to share your thoughts. We are continually working to improve our ability to exceed client expectations. Best regards, Chris Dahl President Foundant Technologies, Inc. DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | Foundant Technologies Standard Terms and Conditions Software License and Services Agreement with Customer (non-GrantHub) INTRODUCTION This Software License and Services Agreement (this ”Agreement”) is between Foundant Technologies (“Foundant”) and the entity that has executed this Agreement (“Customer”). This Agreement sets forth the terms and conditions that govern orders placed under this Agreement and applies to the purchase of Software, Trials or Services by Customer. This Agreement should be read in conjunction with the order for products or services that Customer is purchasing pursuant to an executed Quote Form (the “Order”). 1. DEFINITIONS 1.1 “Agreement" means this agreement and any additional agreements incorporated by reference. 1.2 "Authorized User", unless otherwise stated in the Order, means an employee, board member, trustee, invited reviewer, third party, grant applicant or grantee of Customer and/or Customer’s affiliates, or of a person to whom Customer has outsourced services, each of whom is able to access the Software functionality. 1.3 "Documentation" means user documentation provided electronically by Foundant for use with the Software. 1.4 "Hosting Services" means the services provided by Foundant to Customer under the Hosting Service Level Agreement. 1.5 "Hosting Service Level Agreement" means the terms and conditions of the Hosting Services, which are located at https://www.rackspace.com/information/legal/generalterms, https://www.rackspace.com/information/legal/managedterms, https://aws.amazon.com/ec2/sla/, https://aws.amazon.com/legal/?nc1=f_cc, https://aws.amazon.com/agreement/, https://aws.amazon.com/service-terms/ 1.6 "Professional Services" means the training, consulting, software development and other professional services identified on an Order, but does not include the Software, the Support Services or the Hosting Services. 1.7 "Support Services" means the provision of upgrades and Software support. 1.8 "Software" means the proprietary computer software and any subsequent revisions or modifications thereto furnished to Customer by Foundant. 1.9 "Work Product" means object code, source code, flow charts, documentation, information, reports, test results, findings, ideas and any works and other materials developed by Foundant in providing the Professional Services to Customer. 1.10 “Grant Making Entity” means any foundation, scholarship fund, government program or other organization providing financial or service assistance, support, or other awards for which the Software is used to process applications. 1.11 "Grant Lifecycle Process" means the workflow procedures defined by a Grant Making Entity for a particular type of award. 1.12 “Grant Process" means the online forms, users and workflow used to support a particular type of award for which applications are processed within the Software. Elements of the unique workflow may include but are not limited to items such as letters of intent, grant applications, scholarship applications, evaluation criteria, follow ups, review committees and grant reports. 1.13 "Quote Form" means a document provided by Foundant and signed by Customer (or in the case of a sale made through an authorized Foundant reseller, by the reseller), detailing the software and services provided by Foundant, and includes any attached statement of work. 2. LICENSE AND SUPPORT 2.1 License Grant. (a) Foundant will make the Foundant Software, Support Services and / or Professional Services listed in Customer’s Order (the “Services”) available pursuant to this Agreement and any applicable Order. Except as otherwise stated in this Agreement or Customer’s Order, Customer shall have a non-exclusive, worldwide, limited right to use the Services during the period defined in Customer’s Order, unless earlier terminated in accordance with this Agreement or Customer’s Order, solely for Customer’s internal business operations. (b) Customer shall retain all ownership and intellectual property rights in and to its content. Foundant retains all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of Foundant under this Agreement. 2.2 Limitations on Use. (a) Customer shall not (i) sell, rent, lease, sublicense or otherwise transfer or distribute any copies of the Software or Documentation to any third parties; (ii) modify, translate, reverse engineer, decompile, or disassemble the Software (except to the extent applicable law specifically permits such activity) or modify the Documentation; (iii) create derivative DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | works based upon the Software or Documentation; (iv) alter, destroy or otherwise remove any proprietary notices (including the 'Powered By Foundant' link or labels on or embedded within the Software or Documentation; or (v) create, or cause the creation of unique Grant Lifecycle Processes that would result in the total number of active Grant Lifecycle Processes exceeding the maximum amount as defined on the Quote Form without Foundant's written approval. (b) Customer acknowledges that the Software and Documentation and all right, title and interest therein (including without limitation any copyright, patent, trade secret or other intellectual property right in and to the Software and Documentation) are the sole property of Foundant and its suppliers and that Customer receives no rights, title or interests in the Software or Documentation except as expressly set forth herein. (c) Customer may use the Software to construct such number of Grant lifecycle processes only as listed in the Quote Form. (d) Customer is responsible for providing initial support to those users submitting online forms to Customer. Foundant will train Customer to manage these inquiries. In instances where the user’s inquiry is the result of a technical issue with the Software, Foundant will engage directly with the user for resolution. (e) HIPAA Disclaimer: we are not “HIPAA Compliant”. Users of our Software are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. Users acknowledge that the Software may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. Foundant Technologies, Inc. does not control or monitor the information or data you store on, or transmit through, our Software. We specifically disclaim any representation or warranty that the Software, as offered, comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”). Customers requiring secure storage of “protected health information” under HIPAA are expressly prohibited from using this Software for such purposes. Storing and permitting access to “protected health information,” as defined under HIPAA is a material violation of this Agreement, and grounds for immediate account termination. We do not sign “Business Associate Agreements” and you agree that Foundant Technologies, Inc. is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA. If you have questions about the security of your data, you should contact support@foundant.com. 2.3 Support Services Phone and e-mail technical support is available to Customer from 7:00 AM Mountain Time to 6:00 PM Mountain Time on standard business days. 2.4 License Term and Termination (a) The license granted hereunder initiates upon the subscription date listed on the signed Order and expires per the subscription end date noted on the signed Order. (b) Either party may terminate the license if the other breaches any material term and such breach is not cured within 30 days of written notice thereof. Upon expiration or termination of a license, Customer's rights under Part Two of this Agreement shall cease, Customer agrees to immediately cease use of the Software, and Foundant reserves the right to disable access for all Authorized Users of the Customer. Sections 6.3, 6.4, 6.5 and 6.9 shall survive the expiration or termination of the terminated license. (c) Upon termination or expiration of the license, Customer shall have 30 days to request all Customer computer files and data which are stored in the Software. Foundant will assist the Customer in extracting requested computer files and data via reporting tool functionality within 30 days of receiving said request. Computer files stored in the Software will be provided to Customer in same format as they are stored. Computer data (that is, data stored in Software’s internal databases) will be provided to Customer in one or more comma delimited text files (i.e. .CSV format). Foundant shall have no other obligation to maintain any Customer data stored in the Grant Lifecycle Manager system or to forward any data to Customer. Any requests for customization of this data export will be considered Professional Services and will be described in a separate Quote Form. 2.5 Software Warranty (a) Foundant warrants to Customer that: (1) the Software will function substantially as described in the Documentation for so long as Customer is entitled to receive Support Services hereunder; (2) Foundant owns or otherwise has the right to license the Software and documentation to Customer under this Agreement; (3) on delivery, the Software will be free from any virus, time bomb, trojan horse, worm, drop dead device or other computer software code or routine designed to disable, damage or erase the Software, provided that the foregoing shall not apply if same could not have been detected by Foundant using commercially reasonable virus detection or other scanning practices. (b) If there is a material breach of the above warranties, Foundant's entire liability and Customer's exclusive remedy shall be: (1) if the Software does not function substantially in accordance with the applicable Documentation, Foundant shall, at its option, (i) promptly modify the Software to conform to the Documentation; or (ii) promptly provide a reasonable workaround solution which will reasonably meet Customer's requirements. If neither of the foregoing is commercially feasible, either party may terminate this Agreement, in which case Foundant shall refund to Customer all license fees paid to Foundant hereunder less an amount for use assuming straight line depreciation over the license; (2) if the normal operation, possession or use of the Software by Customer is found to infringe any third party U.S. intellectual property right or Foundant believes that the Software is likely to do so, Foundant may, at its option, (i) obtain a license from such third party for the benefit of Customer; (ii) replace or modify the Software so that it is no longer infringing; or (iii) if neither of the foregoing is commercially feasible, terminate this Agreement, in which case Foundant shall refund to Customer all license fees paid to Foundant hereunder less an amount DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | for use assuming straight line depreciation over the license term; (3) If the Software contains a virus or similar device, Foundant shall replace the Software with Software which is free of such defects. (c) The remedies set forth above shall be Customer's sole and exclusive remedies. Foundant shall have no obligation hereunder for any Software that has been modified by Customer or any third party or any Software other than the then-current release and the immediately prior release thereof. Foundant shall have no obligation hereunder for errors, damage or problems caused by failure to provide a suitable operating environment, by any third-party software, by accidental damage or by other matters beyond Foundant's reasonable control. 3. HOSTING 3.1 Hosting Service Level Hosting Services are offered under the conditions set forth in Hosting Service Level Agreement, which are available at https://www.rackspace.com/information/legal/generalterms, https://www.rackspace.com/information/legal/managedterms, https://aws.amazon.com/ec2/sla/, https://aws.amazon.com/legal/?nc1=f_cc, https://aws.amazon.com/agreement/, https://aws.amazon.com/service-terms/ and for the term identified in the Order. As set forth in the Hosting Service Level Agreement, Foundant reserves the right to terminate the Agreement for violations of the Hosting Service Level Agreement. 4. PROFESSIONAL SERVICES 4.1 Delivery of Professional Services This Part Four shall apply only if the parties have agreed that Foundant shall deliver Professional Services to Customer. Foundant shall provide the Professional Services in accordance with the Order. 4.2 Professional Services Warranty (a) Foundant warrants to Customer that (i) the Work Product shall substantially conform to any specification or statement of work detailed in the Order; and (ii) the Professional Services will be performed with reasonable skill, care and diligence. (b) If there is a material breach of the above warranty, Foundant's entire liability and Customer's exclusive remedy shall be if the Professional Services do not conform to the Order or are not performed with reasonable skill, care and diligence, Foundant shall re-perform the Professional Services to the extent necessary to correct non- conformity. 4.3 Customer’s Responsibilities Customer shall provide Foundant with all information, access, and full good faith cooperation reasonably necessary to facilitate the provision of the Professional Services, and shall do any thing that is identified in the Order as the Customer's responsibility. If Customer fails or delays in its performance of any of the foregoing, Foundant shall be relieved of its obligations hereunder to the extent that such obligations are dependent upon such performance. 4.4 Ownership of Intellectual Property Customer acknowledges that Foundant is the exclusive owner of the Work Product. Upon payment in full of any amounts due for Professional Services, Customer shall have an object code-only, non-exclusive, non-transferable (except as provided in Section 6.9(d)) license to use the Work Product for Customer's internal business purposes, which license shall continue for so long as, and be subject to the same terms and conditions as the license to the Software. 5. THIRD PARTY SERVICES 5.1 Third-Party Services Foundant may provide Third-Party Services in accordance with the provisions described in the Order. In such an event, any Third-Party Services shall be provided in accordance with the terms and conditions stated below and any applicable Third-Party Service user agreement. (a) Customer expressly acknowledges, understands and agrees that Foundant does not own, control or otherwise influence any of the information provided by Third Party Services (such as Ajah, Guidestar, GreatNonprofits, Google Data Studio and Foundation Center), cannot censor or edit the content of the Third-Party Services and assumes no responsibility or liability for the content, privacy policies, security or practices of the Third-Party Services. Foundant does not warrant that the provision of the Third-Party Services will be uninterrupted; error free, timely, complete or accurate, nor does Foundant make any warranties as to the results to be obtained from use of the same. Customer acknowledges that the Third-Party Services are provided for informational purposes only. Customer expressly agrees that Customer’s use of the Third-Party Services is at Customer’s own risk. Accordingly, Customer agrees that Foundant will not in any way be liable to Customer or any other entity for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Third-Party Services contained in the Software. 5.2 SendGrid Services Foundant utilizes third-party services from SendGrid to send emails from the Software. Customer agrees to the terms and conditions of the SendGrid OEM User Agreement, which is available at https://sendgrid.com/policies/tos/ 5.3 GuideStar Services This Part Five and the GuideStar Users Agreement, which is available at https://learn.guidestar.org/terms-of-use, shall apply only if the parties have agreed that Foundant shall deliver GuideStar Services to Customer. Foundant shall provide the GuideStar Services in accordance with the p rovisions described in the Quote Form and in accordance with the terms and conditions stated below. DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | (a) Customer acknowledges that certain data available or otherwise accessible on or by means of the Software is provided pursuant to a license agreement with GuideStar USA, Inc. (“GuideStar”). By agreeing to the terms of this Agreement, Customer shall be deemed to agree to be bound by the provisions of the GuideStar User Agreement, which may be amended from time to time, with references to the “GuideStar Site” therein deemed to refer to any data obtained from or by means of an interface or link with GuideStar’s web site and any related services (collectively, “GuideStar Data”), and that the terms of the Gu ideStar User Agreement shall apply to Customer and Customer’s use of any GuideStar Data; provided that, notwithstanding anything in such User Agreement to the contrary, (i) the only “Permitted Use” of the GuideStar Data shall be to learn about nonprofit organizations for the purposes of evaluating them as recipients of personal charitable donations; and (ii) Customer will not be required to complete GuideStar’s registration process to access such GuideStar Data through the Software. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, each of Foundant Technologies and Customer acknowledges and agrees that GuideStar (and its successors and assigns), a licensor of Foundant Technologies, is an intended third party beneficiary with full power and authority to enforce the provisions hereof to its benefit as it were a party hereto. Customer agrees that Foundant Technologies may share any information provided by Customer to Foundant Technologies or otherwise related to Customer’s use of any GuideStar Data, with GuideStar. 6. GENERAL 6.1 Payments (a) Customer shall pay Foundant the fees listed in the Order. Unless expressly provided to the contrary in the Order, all fees payable under this Agreement shall be paid net 30 days from the invoice date. Customer shall pay a finance charge on any overdue payment hereunder of one and one-half per cent (1-1/2%) for each month or portion thereof that such payment is overdue, or the highest interest rate permitted by applicable law, whichever is the lower. Interest shall compound monthly. Such fees do not include any taxes, and Customer shall pay any sales, use, value added or other taxes or import duties (other than corporate income taxes payable by Foundant) based on or due as a result of any amounts paid to Foundant hereunder. Customer shall bear all of Foundant's costs of collection of overdue fees, including reasonable attorneys' fees. (b) Notwithstanding Section 6.1(a), if Customer purchases Software, Professional Services, Support Services, or Hosting Services from an authorized Foundant reseller, Customer shall make all payments due in connection therewith to the reseller, and not to Foundant. However, Foundant is under no obligation to carry out its obligations under this Agreement if Foundant has not received payment in full from the reseller. 6.2 WARRANTY DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 2.5 OR 4.2 OF THIS AGREEMENT OR IN THE HOSTING SERVICE LEVEL AGREEMENT, THE SOFTWARE, SUPPORT SERVICES, WORK PRODUCT AND PROFESSIONAL SERVICES ARE PROVIDED WITH NO OTHER WARRANTIES OF ANY KIND, AND FOUNDANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOUNDANT DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. 6.3 LIMITATION OF LIABILITY (a) NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE AND DOCUMENTATION NECESSARY TO ACHIEVE CUSTOMER'S INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OF THE SOFTWARE OR WORK PRODUCT. (b) EXCEPT AS PROVIDED HEREAFTER, EACH PARTY'S TOTAL LIABILITY FOR ANY LOSS, COST, CLAIM OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE ORDER MADE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY CUSTOMER TO FOUNDANT UNDER SUCH ORDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES. THIS LIMITATION ON LIABILITY WAS AND IS AN EXPRESS PART OF THE BARGAIN BETWEEN FOUNDANT AND CUSTOMER AND WAS A CONTROLLING FACTOR IN THE SETTING OF THE FEES PAYABLE TO FOUNDANT HEREUNDER. NOTHING IN THIS SECTION 6.3(B) SHALL APPLY TO LIMIT CUSTOMER'S LIABILITY TO FOUNDANT IN CONNECTION WITH AN INFRINGEMENT OF FOUNDANT'S INTELLECTUAL PROPERTY RIGHTS, OR TO LIMIT EITHER PARTY'S LIABILITY TO THE OTHER IN CONNECTION WITH AN INFRINGEMENT OF SECTION 6.5 OF THIS AGREEMENT. 6.4 CONFIDENTIALITY Subject to the Disclaimer Provided in Section 2.2(E): (a) Customer acknowledges that the Software, Documentation and Work Product contain valuable trade secrets which are the sole property of Foundant, and agrees to use reasonable care to prevent other parties from learning of these trade secrets. Customer will take all reasonable steps to prevent unauthorized access to or duplication of the Software, Documentation, and Work Product. (b) Foundant acknowledges that Customer's data may contain valuable secrets which are the sole property of Customer. To the extent that Foundant becomes aware of the content of a Customer’s data, Foundant agrees to use reasonable care to prevent other parties from learning of these secrets without prior written permission of Customer. (c) Foundant acknowledges that Customer's data and files stored within the Software are the property of Customer and will be treated as confidential. Foundant agrees to use reasonable care to ensure the confidentiality of Customer’s data. DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies Software to Maximize the Impact of the Philanthropic Community Foundant Technologies | www.foundant.com | 406.522.1221 | 877.297.0043| Bozeman, MT | (d) The obligations of this Section 6.4 shall not extend to any information that (i) is now, or hereafter becomes, through no act or failure to act on the part of receiving party (the "Receiver"), generally known or available; (ii) is known by the Receiver at the time of receiving such information, as evidenced by the Receiver's records; (iii) is hereafter furnished to the Receiver by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by law, provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure. 6.5 INDEMNIFICATION (a) Subject to Section 6.3(b), Foundant shall indemnify, defend and hold Customer harmless from any damages awarded against Customer (including, without limitation, reasonable costs and legal fees thereby incurred by Customer) arising out of any third-party suit, claim or other legal action alleging that the use of the Software by Customer as permitted hereunder infringes any copyright, trade secret or United States patent ("Legal Action"). Notwithstanding the foregoing, Foundant shall have no indemnification obligations with regard to any Legal Action arising out of: (i) combination of the Software with software or products not supplied, or approved in writing by Foundant; (ii) any repair, adjustment, modification or alteration to the Software by Customer or any third party, unless approved in writing by Foundant; (iii) any breach by Customer of its obligations under this Agreement; or (iv) any refusal by Customer to install and use a non-infringing version of the Software offered by Foundant under Section 2.5(a). Section 2.5(b) and this Section state the entire liability of Foundant with respect to any intellectual property infringement by the Software. (b) Notice of Legal Action. Customer shall give prompt written notice to Foundant of any Legal Action within thirty (30) days of its first knowledge thereof and shall furnish copies to Foundant of all communications, notices and/or other actions relating to any Legal Action. Customer shall give Foundant the sole control of the defense of any Legal Action, shall act in accordance with the reasonable instructions of Foundant and shall give Foundant such assistance as Foundant reasonably requests to defend or settle such claim. Foundant shall conduct its defense at all times in a manner which is not averse to Customer's interests. Customer may employ its own counsel to assist it with respect to any such claim. Customer shall bear all costs of engaging its own counsel, unless engagement of counsel is necessary because of a conflict of interest with Foundant or its counsel, or because Foundant fails to assume control of the defense. Customer shall not settle or compromise any Legal Action without Foundant's express written consent. Foundant cannot settle a Legal Action on Customer's behalf without Customer's prior consent, which shall not be unreasonably withheld. Customer's material failure to comply with this Section 6.5(b) shall relieve Foundant of its indemnification obligation under Section 6.5(a). 6.6 PUBLICITY (a) Foundant shall have the right to list Customer as a customer on Foundant's website, on publicly available customer lists, or in media releases unless Customer specifically requests, in writing, to not be listed. (b) Customer, at its sole discretion, shall cooperate with any reasonable request by Foundant for assistance in the preparation of a case study documenting Customer's experience in using the Software. The final text of the case study shall be subject to Customer's written approval before publication. 6.7 VERIFICATION At Foundant's discretion, Foundant shall have the right to virtually audit Customer’s implementation of the Software for verification of compliance with the terms set forth in the Order. 6.8 FORCE MAJEURE Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of god, pandemic, electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license: or other event outside the reasonable control of the obligated party. We will both use reasonable efforts to mitigate the effect of a force majeure event. 6.9 MISCELLANEOUS (a) This Agreement, including any appendices, together with the Order, represents the entire agreement of the parties, and supersedes any prior or contemporaneous understandings, whether written or oral. In the event of a conflict between the Agreement and the Order, the Order shall prevail. (b) This Agreement may not be amended, waived or modified except as expressly provided herein or in writing by the parties. (c) This Agreement will be governed by and construed in accordance with the laws of Montana (excluding its choice of law rules). The parties hereby consent to the exercise of exclusive jurisdiction by the state or federal courts in the State of Montana for any claim relating to the enforcement of, or any rights under, this Agreement. (d) Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Foundant. Foundant may not withhold such consent in the case of an assignment by Customer of its rights and obligations to an entity that has acquired all, or substantially all of Customer's assets, or to an assignment which is part of a pre-determined asset transfer to a new foundation organization. (e) Customer shall not export or re-export, directly or indirectly, any Software, Documentation or Confidential Information to any countries outside the United States except as permitted under the U.S. Commerce Department's Export Administration Regulations. 7. AGREEMENT EFFECTIVE DATE The parties acknowledge that they have read the terms and conditions of this Agreement and hereby agree to be bound thereby. This Agreement will become effective upon date of signed quote and will remain in effect until cancellation of contract. DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE FOUNDANT I technologies ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/10/2021 (406) 586-3351 (406) 586-0437 27154 Foundant Technologies, Inc. P.O. Box 11888 Bozeman, MT 59719 25623 A 1,000,000 7110167540001 7/1/2020 7/1/2021 500,000 15,000 1,000,000 2,000,000 2,000,000 A 7110167540001 7/1/2020 7/1/2021 Occurrence 1,000,000 1,000,000A 7110167540001 7/1/2020 7/1/2021 2,000,000 B UB7N7023712042G 7/1/2020 7/1/2021 1,000,000 1,000,000 1,000,000 City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 FOUNTEC-01 MOLSON Bozeman Office PayneWest Insurance, Inc. 1105 E. Main Bozeman, MT 59715 Atlantic Specialty Insurance Company Phoenix Insurance Company X X X X X X X DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE ACORD" I ~ I ~ D □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I 1 1 I □ I ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/11/2021 (406) 586-3351 (406) 586-0437 26620 Foundant Technologies, Inc. P.O. Box 11888 Bozeman, MT 59719 A Cyber Liability P00100044509501 10/13/2020 Each Claim 3,000,000 A Cyber Liability P00100044509501 10/13/2020 10/13/2021 Aggregate 3,000,000 City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 FOUNTEC-01 MOLSON Bozeman Office PayneWest Insurance, Inc. 1105 E. Main Bozeman, MT 59715 AXIS Surplus Insurance Company 10/13/2021 DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE ACORD" I ~ I ~ D □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I 1 1 I □ I DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE Policy Number: 711-01-67-54-0000 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Section I -Coverages 1. Expected or Intended Injury (Property Damage) 2. Non-Owned Aircraft and Watercraft Under 55 Feet 3. Broadened Property Damage - Rented Premises, Borrowed Equipment and Use of Elevators 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses b. Electronic Chatrooms or Bulletin Boards 5. Medical Payments - Increased Limits and Time Period 6. Product Recall Expense Coverage 7. Supplementary Payments - Cost of Bail Bonds and Loss of Earnings B. Section II -Who is an Insured 1. Broadened Named Insured 2. Additional Insured -Broad Form Vendor 3. Additional Insured -Written Contract, Agreement, Permit or Authorization A. Section I -Coverages 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5. User of Covered Watercraft 6. Newly Acquired or Formed Organizations C. Section Ill -Limits of Insurance - Aggregate Limit Per Location D. Section IV -Commercial General Liability Conditions 1. Duties in Event of Occurrence, Offense, Claim or Suit 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V -Definitions 1. Bodily Injury-Includes Mental Anguish 2. Coverage Territory-Worldwide 3. Mobile Equipment -Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight 1. Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I -Coverages - Coverage A -Bodily Injury and Property Damage Liability: This exclusion does not apply to "property damage" resulting from the use of reasonable force to protect persons or property. 2. Non-Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I -Coverages - Coverage A -Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a) of Section I -Coverages -Coverage A -Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright 2017, OneBeacon Insurance Group LLC E-INSURED Page 1 of9 DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage -Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I -Coverages - Coverage A -Bodily Injury and Property Damage Liability: Paragraph (1) of this exclusion does not apply to "property damage" to real property you rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section Ill -Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I -Coverages -Coverage B -Personal and Advertising Injury Liability: "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I - Coverages -Coverage B -Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments -Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I - Coverage C -Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page2 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE b. The following is added to Paragraph 7. of Section 111-Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I -Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit Each Product Recall Deductible $25,000 $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay "product recall expense" incurred by you or on your behalf for a "covered recall" to which this insurance applies. This insurance applies to "product recall expense" for a "covered recall" that takes place in the "coverage territory" and during the policy period. The amount we will pay for "product recall expense" is limited as described in Section Ill -Limits Of Insurance. We will only pay the amount of "product recall expense" in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each "covered recall" that is initiated. b. The following is added to Section Ill -Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all "product recall expense" incurred for all "covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. c. The following is added Section IV -Commercial General Liability Conditions: Duties In The Event Of "Covered Recall" 1. You must report a "covered recall" to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated "covered recall" that may result in "product recall expense": VCG 207 0618 (a) Give us notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect "your product" and take damaged and undamaged samples of "your products" for inspection, testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page3 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE (e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. An insured's answers to the examination must be signed. d. The following are added to Section V -Definitions: "Covered recall" means a recall of "your product" made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in, or will result in, "bodily injury" or "property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements" and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried "employees"; (4) Expenses for hiring "temporary workers"; (5) Expenses incurred by "employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of "your product" if the disposal is necessary to avoid "bodily injury" or "property damage" and is other than regularly used to discard, trash or dispose of "your product". b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of "your product" that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 7. Supplementary Payments -Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments -Coverages A and B in Section I -Coverages: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page4of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE B. Section II -Who is an Insured 1. Broadened Named Insured Section II -Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured -Broad Form Vendor a. Section II -Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as "vendor'') with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the "products-completed operations hazard" is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For "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 unless that the vendor would have otherwise been liable for such "bodily injury" or "property damage" in the absence of that contract or agreement; or (4) For "bodily injury" or "property damage" caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) 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; (d) 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; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) 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 (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) In the course of repackaging "your products" in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of "your products" performed at the vendor's premises in connection with the sale of the product; or (iii) An inspection, adjustment, test or servicing of "your products" 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. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page5of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE c. The following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured -Written Contract, Agreement, Permit or Authorization a. Section II -Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury", "property damage" or "personal and advertising injury" in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury", "property damage" or "personal and advertising injury" in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury", "property damage" or "personal and advertising injury" in connection with premises you own , rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the "bodily injury", "property damage" or "personal and advertising injury" occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: VCG 207 0618 (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The "occurrence" takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage" or "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving , or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE (f) "Bodily injury" or "property damage" occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV-Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II-Who Is An Insured: But an "employee" or "volunteer worker'' employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured "employee" or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section II -Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury" to that person's or organization's "employee"; or b. "Property damage" to property: VCG 207 0618 (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page7 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II -Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section Ill -Limits of Insurance -Aggregate Limit Per Location The following is added to Paragraph 2. of Section Ill -Limits Of Insurance: The General Aggregate Limit applies separately to each "location" of yours. As used in this provision, "location" means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D. Section IV -Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV-Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or "suit", or send us documents concerning a claim or "suit", apply only if the "occurrence", offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer'' or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report the "occurrence" or offense to your workers' compensation insurer and that "occurrence" or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence" or offense is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV -Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV -Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" included within the "products-completed operations hazard" if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the "bodily injury" or "property damage" occurs and requires you to waive your rights of recovery. E. Section V-Definitions 1. Bodily Injury -Includes Mental Anguish The following is added to Paragraph 3. of Section V -Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory -Worldwide The following replaces Paragraph 4. of Section V -Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page8 of9 Copyright 2017, OneBeacon Insurance Group LLC DocuSign Envelope ID: EB1FBDCC-F9E9-417D-A140-960F8B9EBD01DocuSign Envelope ID: 7F5C8F35-672A-4AC1-8A61-201B97374BDE responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment -Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V-Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered "mobile equipment" and not an "auto". VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page9 of9 Copyright 2017, OneBeacon Insurance Group LLC