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HomeMy WebLinkAbout25515AGREEMENT INFORMATION AGREEMENT NUMBER 25515 NAME/TYPE OF AGREEMENT C3.AI, INC. DESCRIPTION ORDER/C3 Al GOOGLE CLOUD HOSTING SERVICES ACCOUNT/MATTER ID: 25-392 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 3/25/2025 DATE RECEIVED FROM ISSUING DEPT. 3/26/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla / Charles Johnson NAME OF OTHER CONTRACTUAL PARTY/ENTITY: C3.ai, Inc EXT. 1906/1924 IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): C3 Al Subscription Fees COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER March 22, 2025 Annie Perez, CPPO 1 09:19:27EpT „„ SIGNATURE: A^^� �w.., Leo=nomacpca.o SUBMITTED TO RISK MANAGEMENT March 24, 2025 Ann -Marie Sharpe 1 06: 57: 35 DT „„ SIGNATURE: Froi,E Gow,cs, SUBMITTED TO CITY ATTORNEY March 24, 2025 George K. Wysong III 1 10:34:46 EDT ��o��s„ro„y. SIGNATURE: T:4 w'is°LAJ) ui APPROVAL BY ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER March 24, 2025L�rr1Ii�,�,A f S h SIGNATURE: ;,h,„,?,; 02 APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS March 25, 2025 �a6�a4t Iramdez, MPA SIGNATURE: bav{seu^a Auuau,, �rr I / Asael Marrero,_M,, SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE APPROVAL BY DEPUTY CITY MANAGER Natasha Colebrook -Williams SIGNATURE: RECEIVED BY CITY MANAGER March 25, 2025 f►rIM6lV86ieNa V SIGNATURE: a n4a SUBMITTED TO THE CITY CLERK March 25, 2025 � Todd Hannon 1 20:02 : 29 E T_,„y. SIGNATURE: -- PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER C .ai March 19, 2025 City of Miami — Procurement Dept. Charles Johnson, III Senior Procurement Contracting Manager 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Via Email To Whom it May Concern, I am the Chief Executive Officer of C3.ai, Inc. and the Chairman of the Board of Directors. My position is reflected in the company's publicly available filings with the United States Securities and Exchange Commission.' As the CEO and officer of the company, the Board of Directors delegated contractual signatory power to me in a board resolution dated July 10, 2012. An excerpt can be found below: MANAGEMENT POWERS RESOLVED, that the officers of the Company be, and each of them hereby is, authorized to sign and execute in the name and on behalf of the Company all applications, contracts, leases and other deeds and documents or instruments in writing of whatsoever nature that may be required in the ordinary course of business of the Company and that may be necessary to secure for operation of the corporate affairs, governmental permits and licenses for, and incidental to, the lawful operations of the business of the Company, and to do such acts and things as such officers deem necessary or advisable to fulfill such legal requirements as are applicable to the Company and its business. I hereby delegate signatory authority for sales contracts with the City of Miami to Andrew N. Thomases, the General Counsel of C3.ai. This authorization is currently in effect and will remain in effect until further notice. Please contact our legal department at c3legal@c3.ai if you have any further questions. Regards, 1 See e.g. https://www.sec.gov/ix?doc=/Archives/edgar/data/0001577526/000162828024028786/ai- 20240430.htm 1400 Seaport Boulevard, Redwood City, CA 94063 USA +1.650.503.2200 www.C3.ai Thomas M. Siebel Chief Executive Officer C3.ai, Inc. 1400 Seaport Boulevard, Redwood City, CA 94063 USA +1.650.503.2200 www.C3.ai ORDER THIS ORDER (this "Order") between City of Miami ("Customer" or "City of Miami") and C3.ai, Inc. ("C3 Al") is effective as of the date of last signature to this Order. ("Effective Date"). C3 AI and Customer may also be referred to herein each as a "Party" and collectively as the "Parties." The capitalized terms used, but not defined, in this Order have the meanings set forth in the EULA. 1. Commercial Terms A. C3 AI Subscription Term: A three (3) month pilot ("Pilot") beginning on the later of: (i) Effective Date or (ii) the date when environment and data access have been provided to C3 AI ("Pilot Start Date") on the Effective Date and continuing until three (3) months therefrom. B. Deployment Infrastructure: C3 AI Google cloud hosting services account. 2. Fees TABLE 1— C3 AI Subscription Fees* C3 AI Services Pilot Phase (Up to 3 Months) C3 AI Subscription $250,001 C3 Generative AI for Government Programs Included Number of Included CoE FTE Resources 3 CoE FTE Resources Fees2 Included GCP Credit ($250,000) Total $1 * Pricing includes Hosting Services Fees in a C3 Al Hosting Account. 3. Fees and Payment Terms E. C3 AI Subscription Fees i. Pilot: The fee for the Pilot, deducting C3 AI Credits, is $1 (the "Pilot Fee"), and is an irrevocable, nonrefundable commitment on the Effective Date and will be invoiced on the Effective Date. The Parties acknowledge that Google LLC has committed to pay $250,000 of the Pilot Fee on behalf of Customer to C3 AI. E. CoE FTE. The Parties have designated an initial objective for the CoE during the Pilot as specified in Exhibit A. EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT I. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-l. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: C3.ai, Inc. Name: Andrew Thomases Officer Title: General Counsel Signature of Officer:y— Office Address: 1400 Seaport Blvd., Redwood Ciro, CA 94063 Email Address: andrew.thomases@c3.ai Main Phone Number: 650-503-2200 FEIN No. 26-3999357 STATE OF FLORIDA COUNTY OF M1AMI-DADE The foregoing instrument was s rn to and subscribed before me by means oftphysical presence or 0 online notarization, this day of ''\✓tx'e by VtI. livzbev, ` the authorized officer or representative for the nongovernmental entity I-Ie/she is personally known to me or has produced as identificati (NOTARY PUBLIC SEAL) •4 SHANNON L. KAMPA rA��: Il , COMM. NO. 2495043 s I �':t+'= - NOTARY PUBLIC - CAUFORNIA ��;�� SAN MATC�COUNIY ignature f Person '1'akin Oath ) MY COWL EXPIRES JULY 20, 20e8 ( SY rs, r ` t p� (Printed. Typed. or Stamped Name of Notary Public) My Commission Expires: 41, 1 2 )ZO EXHIBIT AFFIDAVIT -I SECTION 787.06, FLORIDA STATI'TES (2024) Select Year: 2024 v The 2024 Florida Statutes Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1)(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that white many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: (a)1. For tabor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (c)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for tabor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (e)1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (f)1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (g) For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. (b) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health Care Administration. (11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2: s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021 189; s. 3, ch. 2023-86; s. 7, ch. 2:124• 184. Copyright 0 1995-2024 The Florida Legislature • Privacy Statement • Contact Us ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of �.a� �7 { (� ) On 1 Z{4 19- r 2-,©a.5 before me, jh (16 AL. K2.vh. 7� (insert name and title of tl4offfcer) personally appeared Ikv3pvcxse..s who proved to me on t e basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatures] `� (Seal) ;fit SHANNON I_. KAMPA :,.s,COMM. NO. 2495043 ;, , ��- NOTARY PUBLIC ,• CALIFORNIA sAN MATED COUNTY fo y _ MY COMM. EXPIRES JULY 20, 2028 4. Additional Terms A. EULA. This Order is subject to the terms of the C3 AI End User License Agreement attached as Exhibit D (the "EULA"), which is incorporated herein by reference. Conflicts between the EULA and this Order shall be resolved in favor of this Order. B. Reimbursement of Expenses: Upon prior written approval by Customer, C3 shall be reimbursed at cost for any reasonable and necessary expenses for travel and lodging incurred by C3 AI during the provision of C3 AI Services to Customer. C. Execution of this Order Form by Customer shall not bind Customer to any term, or extension thereof, beyond the three-month term set forth in Section I.A of this Order, nor shall it bind Customer to any expenditure of funds beyond that set forth in Section 2, Table I of this Order (i.e., $1). D. Notwithstanding anything to the contrary the EULA (i) Section 7 ("Confidentiality") is subject the Florida's Public Records Law and (ii) Section 12.1 ("Governing Law") shall read as follows: Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the United States and the State of Florida and excluding its conflict of law rules. Both parties irrevocably consent to the exclusive personal jurisdiction of, and waive any venue objections against, the United States District Court for the Southern District of Florida, and the Eleventh Judicial Circuit Court of Florida Miami -Dade County, in any litigation arising out of this Agreement. Further, City of Miami ordinances will apply to the extent these are applicable to software -as -a - service agreements. E. Insurance. C3 AI will provide insurance to Customer consistent with Exhibit B. F. Indemnification: Notwithstanding anything to the contrary the EULA, C3 AI shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of C3 AI and persons employed or utilized by C3 AI in the performance of this Contract. C3 AI shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, C3 AI shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. C3 AI expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by C3 AI shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate C3 AI to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by C3 AI, or persons employed or utilized by C3 AI. These duties will survive the cancellation or expiration of the Contract. C3 AI shall require all sub -contractor agreements to include a provision that each sub -contractor will indemnify the City in substantially the same language as this Section. C3 AI agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of C3 AI in which the City participated either through review or concurrence of C3 AI's actions. In reviewing, approving or rejecting any submissions by C3 AI or other acts of C3 AI, the City, in no way, assumes or shares any responsibility or liability of C3 AI or sub -contractor under this Contract. One dollar ($1) of the payment made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by C3 AI. G. Limitation of Liability: Notwithstanding anything in the contrary in the EULA, Section 10.1 is modified as follows: IN NO EVENT SHALL C3 AI HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR (A) LOST PROFITS, REVENUES; (B), INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES; (C) YOUR USE OF THE COMPUTATIONAL RESULTS THAT YOU OBTAIN FROM THE USE OF THE C3 AI SOFTWARE; OR (D) THE UNAVAILABILITY OF THE C3 AI SOFTWARE. Notwithstanding anything in the contrary in the EULA, Section 10.2 is modified as follows: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF C3 AI, TOGETHER WITH ALL OF ITS AFFILIATES AND LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF C3 AI SUBSCRIPTION FEES PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE C3 AI SOFTWARE GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. H. Public Records: 1. C3 AI understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. C3 AI's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 2. C3 AI shall additionally comply with Section 119.0701, Florida Statutes, including without limitation. (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement if C3 AI does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of C3 AI or keep and maintain public records required by the City to perform the service, if C3 AI transfers all public records to the City upon completion of the Agreement, C3 AI shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if C3 AI keeps and maintains public records upon completion of the Agreement, C3 AI shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, C3 AI shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. 3. Should C3 AI determine to dispute any public access provision required by Florida Statutes, then C3 AI shall do so at its own expense and at no cost to the City. IF C3 AI HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO C3 AI'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PITBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2nd AVENUE, 9d1 FLOOR, MIAMI, FL 33130. C3 AI MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. I. Antitrust Violator Vendors: Pursuant to Section 287.137, Florida Statutes, a person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. J. Anti -Human Trafficking: The Advisor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Advisor shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "C." If the Advisor fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Advisor for any additional compensation or for any consequential or incidental damages K. Counterparts/Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. "C3.ai, Inc." a Delaware corporation ATTEST: State of Virginia County of Fairfax Acknowledged and signed before me B Andrew Neil Thomases on 03/21/2025 By: �,L �P 03/21/2025 Name: Title: REGISTRATION NUMBER COMMISSION EXPIRES February 28, 2027 Print Name: Andrew Neil Thomases Title: General Counsel Notarized remotely online using communication technology via Proof. "CITY" ATTEST: [...v. by: By: sossoo F,as Signed by: CITY OF MIAMI, a Florida municipal corporation By: Qvfuw Wit/a Todd B. Hannon ` Arthur Noriega V City Clerk City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: bY Geroge K. Wysong, III Matter 25-392 DS City Attorney By: Anne Marie Sharpe, Director Risk Management Exhibit A — CoE Pilot Phase Initial Objective The Parties have designated an initial objective for the Pilots Phase. Customer may change the overall objective of the CoE during each of the Pilot Phases in coordination with C3 AI and subject to the remaining available CoE FTE resources ordered in the Order. The scope of the Pilot will be limited to 20GB of publicly available, unstructured documents (up to a total of 100,000 pages) and structured datasets provided by the City of Miami, and up to twenty (20) internal City of Miami users. The scope of the Pilot will also be limited to single -parcel properties in T5 designated areas (Suburban Zone). Personal Identifiable Information ("PII") is excluded from the scope of this Pilot. This Pilot will utilize Google Gemini as the Large Language Model ("LLM"). The Pilot will be supported by C3 AI through a joint AI Center of Excellence ("City of Miami CoE") comprising of City of Miami personnel and three (3) C3 AI full-time equivalent personnel ("FTEs") with solution architecture, data integration, data science, and application configuration expertise. The joint objective of the City of Miami CoE is to: i. Install C3 Generative AI for Government Programs in a C3 AI Google Cloud environment ii. Load the In -Scope Data as outlined in Table 2 into the C3 Generative AI for Government Programs product in C3 AI's Google Cloud environment. iii. Provide access to and onboard up to twenty (20) named internal City of Miami users. iv. Time the underlying AI retrieval models to model the knowledge contained in the source documents and configure Gemini to provide relevant answers while minimizing hallucination. v. Configure the ability to automatically generate parcel specific reports (e.g., zoning verification letters) vi. Configure the ability to collect feedback from City of Miami users to enable ongoing model tuning and improvement. vii. Complete integration, quality assurance, performance, and user -acceptance testing. The City of Miami will need to perform the following activities to ensure a successful deployment: • Provide C3 AI with a list of up to 20 internal City of Miami users who will use C3 Generative AI for Government Programs during the Pilot period. • Provide access to In -Scope Data Sources in Table 2 within two (2) weeks of Order execution • Make subject matter experts and other City of Miami personnel available as defined in Table 3. • City of Miami Customer commits to provide environment access within two (2) weeks and data access within two (2) weeks of Order Form execution. If Customer fails to perform the activities (i — iii) the Proposed within the timeframes specified above, C3 AI reserves the right at its sole discretion, to modify the Subscription Term. Table 2: In -Scope Data Type of Data Description Expected Data Format & Frequency Miami 21 Code for T5 Designated Areas (Suburban Zone) Unstructured documents including City of Miami ordinances for development and redevelopment HTML, PDFs, MS Word, .txt One-time ingestion Miami Code of Ordinances (Chapter 23) Unstructured documents including ordinances specifically related to T5- designated areas HTML, PDFs, MS Word, .txt One-time ingestion Zoning Forms & Documents for T5 Designated Areas (Suburban Zone) Forms required for various applications, including building permits, planning & PDFs, MS Word, .txt along with metadata mapping of forms required for various applications One-time ingestion zoning forms, trees, inspections, covenants, etc. Environmental Systems Research Institute (ESRI) Parcel characteristics (e.g., parcel number, address, zoning layer, land use) and GIS layers capturing specific city zones (e.g., historic districts, special districts, NCDs) CSV One-time ingestion Table 3: Required Customer and C3 AI Resources Team Role Responsibilities C3 AI Executive Sponsor Ensure overall project direction, unblock issues Project Manager 1 FTE Manages the day-to-day activities of Project team Data Scientist 1 FTE Develops and validates machine leaming models Solutions Engineer 1 FTE Performs data integration, supports machine learning, configures application user interface Customer Executive Sponsor Ensure overall project direction, unblock issues Project Management 1 individual throughout the project (<4 hours per week) Day-to-day project operations and co-ordination with other resources and groups IT/Systems Resource (1-2 hours per week during the first 4 weeks) Supports extraction of required data, and integration to source systems Subject Matter Expert 1-2 individuals (1-2 hours per week during first 8 weeks) Join and participate actively in weekly meetings to provide required subject matter expertise and feedback through the project Exhibit B — Insurance L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included IL Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured IIL Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional/E&O/Cyber Liability Combined Single Limit Each Claim $1,000,000 Policy Aggregate $1,000,000 Retroactive date included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Exhibit C - Anti -Human Trafficking 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Signature: Name: Office Address: Email Address: Title: Phone Number: Exhibit D — End User License Agreement THIS C3 AI END USER LICENSE AGREEMENT ("Agreement") governs Your acquisition and use of the C3 AI Software and C3 AI Services. If You are entering into this Agreement on behalf of an entity, You represent and warrant that You have the legal authority to enter into this Agreement and bind such entity to its terms and conditions. The terms "You" and "Your" shall refer to such entity accepting this Agreement, and the terms "We," "Us" and "Our" shall refer to C3.ai, Inc. If You do not accept the terms and conditions of this Agreement, then You cannot use the C3 AI Software and/or C3 AI Services. This Agreement is effective between You and Us as of the date of your underlying purchase of the C3 AI Software and/or C3 AI Services. We reserve the right to modify the terms and conditions of this Agreement or its policies relating to the C3 AI Software and C3 AI Services at any time, effective upon posting of an updated version of this Agreement on the applicable site. Continued use of the C3 AI Software and C3 AI Services after any such changes shall constitute Your consent to such changes. 1. DEFINITIONS "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity. "Authorized Marketplace" means an online or electronic marketplace operated or controlled by a third party where We have authorized the marketing and distribution of the C3 AI Software or C3 AI Services. "C3 AI Documentation" means the user documentation made available to You by Us for the C3 AI Software, as may be updated by Us from time to time. "C3 AI Materials" mean (a) C3 AI Software and C3 AI Documentation; (b) Our intellectual property existing prior to the Agreement; (c) intellectual property created by Us independently of the Agreement; (d) Our training materials related to the C3 AI Software; (e) the results of C3 AI Services; (f) Center of Excellence Software Contributions; (g) derivative works of any C3 AI Materials; and (h) any and all other intellectual property designed or developed by or on behalf of Us to provide features or capabilities in the C3 AI Software, including, where applicable, to enable specific capabilities in Customer Applications or Customer Extensions. "C3 AI Runtime" means the virtual CPUs or vGPUs ("vGPUs") used by the C3 AI Software, Customer Applications, or Customer Extensions in any Deployment Environment. "C3 AI Services" mean C3 AI Support Services, C3 AI training, and other similar services that We provide to You, and as may be described herein or in the Product -Specific Terms. "C3 AI Software" means software that You order from Us including, as applicable, any of Our software application(s) (a "C3 AI Application"), the C3 AI Platform, and any development and integration tools and components. "Customer Application" means a software application that You operate on the C3 AI Platform that is independently developed by You without the design, development, or testing assistance of Our personnel, but not including any C3 AI CoE Software Contributions (as defined in the Product -Specific Terms). "Customer Data" means all electronic data and electronic information submitted by or for You, excluding C3 AI Materials, to be processed on or by the C3 AI Software. "Customer Extensions" mean modifications to add data sources to a C3 AI Application that are independently created by or for You without the design, development, or testing assistance of Our personnel, but not including C3 AI CoE Software Contributions (as defined in the Product -Specific Terms). "Customer Materials" mean Customer Data, Customer Applications, and Customer Extensions and other materials designated as Customer Materials in Product -Specific Terms, if any. "Deployment Environment" means the environments (e.g., development (DEV), testing (QA), production (PROD), etc.) into which the C3 AI Software, Customer Applications, and Customer Extensions are deployed on the Deployment Infrastructure. "Deployment Infrastructure" means the infrastructure on which the C3 AI Software will be deployed. "Intellectual Property Rights" mean current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights of any type under the laws of any governmental authority, including without limitation rights in the applications and registrations relating to the foregoing. "Order" means an ordering document or online order specifying the C3 AI Software or C3 AI Services You or any of Your Affiliates are purchasing, including any addenda and supplements. "Operational Control" means the C3 AI Operational Controls Description detailing the roles and responsibilities of You and Us in the deployment of the C3 AI Software in the Development Infrastructure found at https://c3.ai/lega1fRACI.pdf, or any successor or related locations designated by Us, as they may be updated by Us from time to time. "Product -Specific Terms" means the C3 AI Product -Specific Terms for specific C3 AI Software or C3 AI Services You order found at https://c3.ai/legal/ProductSpecificTerms.pdf, or any successor or related locations designated by Us, as they may be updated by Us from time to time. "Subscription Term" means the term of Your subscription to the C3 AI Software and/or C3 AI Services, as specified in the applicable Order. "Third Party Offering" means any software or services that You license or procure from a third party that You use in connection with, or which interoperates with, any C3 AI Software. "User" means a named individual employee or contractor of Yours or of Your Affiliates for whom You have purchased a subscription, who is authorized by You to access or use C3 AI Software, and to whom You (or, when applicable, We at Your request) have supplied a user identification and password. You may not name as a User, and Users shall not include, individuals involved in the design or development of products or services that are intended to be competitive with the C3 AI Software, C3 AI Materials, or C3 AI Services, whether for Your use or for that of any third party. 2. USE OF OUR SERVICES 2.1. Our Responsibilities. 2.1.1. Provisioning of the Services. Subject to the terms of this Agreement, We will activate a URL to permit You to access the C3 AI Software specified in the Order in Our hosting services account, at which time the C3 AI Software is automatically deemed accepted. If the Deployment Infrastructure is not Our hosting services account: (a) the C3 AI Software will be available in Our hosting services account until an instance of the applicable C3 AI Software is installed in the Deployment Infrastructure, at which time We will suspend access to the instance of the C3 AI Software deployed in Our hosting services account; and (b) subject to Your ongoing compliance with the Agreement, We grant to You a non-exclusive, non -transferable, and non- sublicensable right during the Subscription Term to install the C3 AI Software on the Deployment Infrastructure for the limited purpose set forth in this Agreement. 2.1.2. C3 AI Support Services. During the Subscription Term for any C3 AI Software as set forth in the applicable Order, and subject to Customer's compliance with the Agreement, C3 AI will provide the C3 AI Support Services, which are described in the C3 AI Support Services Description found at https://c3.ai/legal/Support.pdf, or any successor or related locations designated by C3 AI, as may be updated by C3 AI from time to time. 2.1.3. Service Level Agreement. During the applicable Subscription Term, C3 AI will use commercially reasonable efforts to make the C3 AI Software available as set forth in the C3 AI Service Level Agreement, found at https://c3.ai/legal/SLA.pdf, or any successor or related locations designated by C3 AI, as may be updated by C3 AI from time to time. 2.2. License. Upon the effective date of the applicable Order, and subject to the terms of any applicable Order, We grant to You a non-exclusive, non -transferable, and non-sublicensable right, during the Subscription Term, to: (a) Permit an unlimited number of Users to use the C3 AI Platform in the Deployment Environment in accordance with the C3 AI Documentation solely to develop and use Customer Applications for Your internal use; (b) Permit an unlimited number of Users to use the C3 AI Application(s) in the Deployment Environment in accordance with the C3 AI Documentation and to develop Customer Extensions for Your internal use, provided that (i) the functionality of the C3 AI Application must remain within its published specifications; and (ii) Your use of the C3 AI Application must remain within the scope of the license granted under the Agreement. 2.3. Your Responsibilities. 2.3.1. Hosting Services. If You contract for the Deployment Infrastructure with a hosting services provider, then You will: (a) create an account with the hosting services provider; (b) provide Us with complete and accurate information regarding the account and keep the information complete and accurate at all times; (c) cooperate with Us as reasonably necessary to facilitate the timely installation of the C3 AI Software in accordance with the applicable C3 AI Installation Guide(s), available at https://c3.ai/legal, or any successor or related locations designated by Us, as they may be updated by Us from time to time. If You require Our assistance to install the C3 AI Software other than in accordance with the C3 AI Installation Guides, We may require You to pay additional fees, unless otherwise stated in Your Order. 2.3.2. Security. You are responsible for (a) maintaining the security of Your hosting services account (for example, any applicable login credentials or security keys) to the extent such access is within Your reasonable control; (b) all activities that occur under Your account, except as such activities result from Our security failures; and (c) any other actions taken in connection with Your account. We are responsible for unauthorized access to Your account to the extent such access is within Our control. You will notify Us promptly if You believe there has been unauthorized access to or use of Your account. 2.3.3. Usage Responsibilities. You will (a) be responsible for Users' and any third party granted access to C3 AI Materials by You; (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which You acquired Customer Data, and obtaining adequate permissions to process such Customer Data with the C3 AI Software; (c) use commercially reasonable efforts to prevent unauthorized access to or use of C3 AI Materials, and notify Us promptly of any such unauthorized access or use; (d) use C3 AI Materials only in accordance with this Agreement, the C3 AI Documentation, and applicable laws and government regulations; (e) be solely responsible for procuring Your own code repository and business intelligence tools; (f) be responsible for complying with terms of service of any Third Party Offering with which You use any C3 AI Materials; (g) be responsible for the use of recommendations or computational results provided by the C3 AI Software and the outcome realized by such use; and (h) comply with all obligations in the applicable Operational Control for the Deployment Environment. Our obligations under this Agreement are contingent upon Your compliance with the applicable Operational Control. 2.4. Usage Restrictions. You will not, nor permit any third party to: (a) make any C3 AI Materials available to, distribute, or use any C3 AI Materials for the benefit of, anyone other than You or Users, unless expressly stated otherwise in the Agreement; (b) sell, resell, license, sublicense, distribute, make available, rent, or lease any C3 AI Materials, or include any C3 AI Materials in a service bureau or outsourcing offering; (c) design, develop, or provision applications for third parties that utilize C3 AI Software; (d) use the C3 AI Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third -party privacy rights; (e) use C3 AI Software to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses; (f) interfere with or disrupt the integrity or performance of any C3 AI Software or third -party data contained therein; (g) attempt to gain unauthorized access to any C3 AI Software or its related systems or networks; (h) permit direct or indirect access to or use of any C3 AI Software in a way that circumvents Your obligations in this Agreement, including contractual usage limits, or use any of the C3 AI Software to access or use any of the C3 Materials except as permitted under this Agreement; (i) frame or mirror any part of any C3 AI Software, other than framing on Your own intranets or otherwise for Your own internal business purposes; (j) access, use, or copy any C3 AI Materials (including any features, functions, or interface of the C3 AI Software) to: (1) build a competitive product or service; (2) build a product or service using similar features, functions, or user interface of the C3 AI Software; or (3) benchmark the C3 AI Software with any third -party product or service; (k) disassemble, decompile, or reverse engineer (except to the extent reverse engineering is expressly permitted by law) any C3 AI Materials or otherwise attempt to discover the source code or underlying structure, ideas, or algorithms in the C3 AI Software; (1) incorporate or otherwise use any software (including any Third Party Offerings) in connection with the C3 AI Software or C3 AI Services that include or link to any software code licensed under the GNU GPL or AGPL or any similar "open source" or "copyleft" license that would require Us to make the source code of any part of the C3 AI Software available to any third party; or (m) alter, modify, or create derivative works of any C3 AI Software. 2.5. Audit Rights. You and We will maintain all records of Your, and Your User's, use of the C3 AI Materials and compliance with the Agreement for a period of three (3) years after the end of the Subscription Term. Upon reasonable prior notice, We and You have the right, including through an appointed representative, no more than once every twelve (12) months, at Our expense, to examine such records and accounts during Your normal business hours to verify compliance with this Agreement. By requesting an audit, We do not waive Our rights to enforce this Agreement or to protect Our Intellectual Property Rights by any other means permitted by law. Similarly, We will maintain all records, and authorize You to conduct inspections, as required by and in compliance with Section 18-100 of the City's Code of Ordinances. 2.6. C3 AI Runtime. C3 AI Runtime will incur fees at the applicable rates specified in the applicable Order. You will provide regular access, not less than monthly, to C3 AI Runtime logs or records to enable Us to confirm or invoice C3 AI Runtime fees in accordance with the Agreement. You will maintain C3 AI Runtime logs or records for three (3) years after the C3 AI Runtime is used. 3. NON-C3 AI PROVIDERS 3.1. Third Party Offerings. Your acquisition or use of a Third Party Offering, and any exchange of data between You and any third party or the Third Party Offering, is solely between You and the applicable third party. We do not warrant or support Third Party Offerings. If You choose to use a Third Party Offering with the C3 AI Software, You grant Us permission to allow the Third Party Offering and its provider to access Customer Data as required for the interoperation of that Third Party Offering with the C3 AI Software. We are not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third Party Offering or its provider. 3.2. Integration with Third Party Offerings. The C3 AI Software may contain features designed to interoperate with Third Party Offerings. To use such features, You may be required to obtain access to such Third Party Offerings from their providers, and may be required to grant Us access to Your account(s) on such Third Party Offerings. We do not guarantee the continued availability of such C3 AI Software features and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding C3 AI Software features in a manner acceptable to Us. You will ensure that You and Your Affiliates have all necessary rights and licenses to interoperate any Third Party Offering with any C3 AI Software as contemplated in this Agreement. 4. DATA PROTECTION 4.1. Protection of Customer Data. We will use best industry practices to maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. We will not use Customer Data except (a) to operate the C3 AI Software and provide the C3 AI Services and to address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. 4.2. Personal Data. Where Your use of the C3 AI Software or C3 AI Services requires Us to process personally identifiable information, then (a) You will notify Us in writing prior to providing Us any access to any such personal information; and (b) the terms and conditions of the C3 AI Data Processing Agreement, which may be found attached, and as may be updated by Us from time to time, will apply to such processing. You will not provide any information that is considered protected health information under HIPAA, except pursuant to a separate Business Associate Agreement mutually agreed to in writing between the You and Us. 4.3. Security & Compliance. We may monitor all use of the C3 AI Software for security and operational purposes. We may temporarily suspend Your access to any C3 AI Software if We reasonably determine that such access and use poses a security risk or is a threat to the function of the Software, or in the event a User is engaged in, or We in good faith suspect is engaged in, any unauthorized conduct, including any violation of any terms and conditions of this Agreement, any applicable law, or third party rights; provided, however, that We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such unauthorized conduct prior to such suspension. 5. FEES, PAYMENT, AND AUTHORIZED RESELLERS 5.1. Fees. You will pay all subscription fees due under an Order, and, as subsequently invoiced by Us or Our service provider as applicable, C3 AI Runtime. Fees are based on C3 AI Software subscriptions and C3 AI Services purchased, and fees cannot be decreased during the applicable Subscription Term, even if the actual usage is lower than the permitted usage set in a monthly minimum We may adjust or increase the fees for month -to -month subscriptions by providing advance written notice to You of at least thirty (30) days. Your payment obligations under any Order are irrevocable and non -cancelable and any fees paid by You to Us are non-refundable. Unless otherwise stated in Your Order, invoiced charges are due net thirty (30) days from the invoice date. 5.2. Suspension of Service. If any amount owing by You under the Agreement is thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, suspend access to and use of C3 AI Software and C3 AI Services until such amounts are paid in full. We will give You at least ten (10) days' prior notice in accordance with Section 12.4 (Manner of Giving Notice) for billing notices before suspending services under this Section 5.2. 5.3. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.3, We will invoice You and You will pay such amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes assessable against Us based on Our income, property, and employees. 5.4. Authorized Resellers and Authorized Marketplaces. If you purchase C3 AI Software or C3 AI Services through Our authorized reseller or an Authorized Marketplace, this Agreement will govern that C3 AI Software or C3 AI Services, as applicable. Your payment obligations for the C3 AI Software or C3 AI Services acquired through Our authorized reseller or an Authorized Marketplace will be with the authorized reseller or Authorized Marketplace, as applicable, and not with Us. You will have no direct fee payment obligations to Us for that C3 AI Software or C3 AI Services. However, in the event You fail to pay Our authorized reseller or the Authorized Marketplace for the C3 AI Software or the C3 AI Services, We retain the right to enforce Your payment obligations and collect directly from You. Any terms agreed to between You and Our authorized reseller or the Authorized Marketplace that are in addition to the terms and conditions in this Agreement are solely between You and Our authorized reseller or the Authorized Marketplace, as applicable. No agreement between You and Our authorized reseller or Authorized Marketplace is binding on Us or will have any force or effect with respect to Your rights in, or the operation, use or provision of, the C3 AI Software or C3 AI Services. 6. PROPRIETARY RIGHTS 6.1. C3 AI Materials Intellectual Property Ownership. Subject to the limited rights granted herein, We and Our licensors hereby retain all right, title, and interest, including all Intellectual Property Rights, in and to the C3 AI Materials, including all duplicates, derivative works, modifications, enhancements and adaptations thereto. No rights are assigned or granted to You hereunder, other than as expressly set forth in this Agreement, and no implied license or right of any kind is granted to You. You will not delete or in any manner alter Our copyright, patent, trademark, or other proprietary notices, if any, appearing in any C3 AI Materials. 6.2. Customer Materials Intellectual Property Ownership. Subject to the limited rights granted herein, You retain all right, title, and interest, including all Intellectual Property Rights, in Customer Materials. We will not delete or in any manner alter Your copyright, trademark, and other proprietary notices, if any, appearing on any Customer Materials. 6.3. License to Customer Materials. You grant Us, Our Affiliates, and applicable contractors a royalty -free, non-exclusive, non -transferable license (a) to use Customer Materials to perform Our obligations under this Agreement; and (b) to anonymize and aggregate Customer Data and use such aggregated and anonymized data for purposes of calculating benchmarks and other analyses that We use internally or to improve the C3 AI Services, provided We shall not use or disclose any personally identifiable information or personal data or reveal Your identity in connection with such use of Customer Data. 6.4. License to Use Feedback. You grant to Us and our Affiliates a non-exclusive, worldwide, perpetual, irrevocable, sub -licensable, royalty -free license, without restriction, to use in any manner and incorporate into Our and/or Our Affiliates' products or services, any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to Our or Our Affiliates' current or future products or services. 7. CONFIDENTIALITY 7.1. Definition of Confidential Information. Subject at all times to Chapter 119, Florida Statutes and Article I, Section 24 of the Florida Constitution ("Florida Public Records Law"), "Confidential Information" means all information disclosed by a party (the "Disclosing Party") to the other party or its Affiliates (the "Receiving Party") that is designated in writing as confidential. Regardless of marking- (a) Your Confidential Information includes Customer Data; (b) Our Confidential Information includes the C3 AI Services, C3 AI Materials, and any performance testing or benchmarking results or other evaluations of or conclusions concerning the C3 AI Materials; and (c) Confidential Information of each party includes the terms and conditions of this Agreement, including pricing. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, as shown by the Receiving Party's contemporaneous written records; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information, as shown by the Receiving Party's contemporaneous written records. 7.2. Non -Disclosure. Subject at all times to Florida Public Records Law, all Confidential Information shall remain the sole and exclusive property of the Disclosing Party and each Party acknowledges and agrees that, subject to the limited rights granted herein, nothing in this Agreement will be construed as granting to the Receiving Party any rights or licenses to any Intellectual Property Rights, including but not limited to, trademarks, inventions, copyrights, trade secrets, or patents. The Receiving Party (a) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) will not use, distribute or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and subcontractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. We may use any ideas, know-how, and techniques retained in the unaided memories of Our personnel who have had access to Your Confidential Information in the course of performing the C3 AI Services under this Agreement. Either party may disclose the terms of this Agreement to its legal counsel and accountants without the other party's prior written consent, provided that such recipient is subject to terms of confidentiality no less restrictive than those set forth herein and the party that makes any such disclosure remains responsible for such recipient's compliance with this Section 7.2. Notwithstanding the foregoing, We may disclose the terms of this Agreement to a subcontractor to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein. 7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law. In such case, the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.3, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 8.1. Representations. Each party represents that it has validly entered into this Agreement and has legal power to do so. 8.2. Our Warranties. We warrant that during an applicable Subscription Term (a) this Agreement, the Orders, and the C3 AI Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data; (b) We will not materially decrease the overall security of the subscribed C3 AI Software, as applicable; (c) the subscribed C3 AI Software will perform materially in accordance with the applicable C3 AI Documentation; and (d) the C3 AI Services will be performed in a professional and workmanlike manner in conformance with generally accepted industry standards. For any breach of any warranty above, Your exclusive remedies are as follows: (i) for Section 8.2(a), the update of the C3 AI Documentation to accurately reflect the applicable safeguards; (ii) for Sections 8.2(b) and 8.2(c), the repair or replacement of the applicable functionality in the C3 AI Software; and (iii) for Section 8.2(d), the re -performance of any substandard C3 AI Services. The foregoing warranties are subject to Your implementation within no more than ninety (90) days of all updates and upgrades made available by Us to You. 8.3. Disclaimers. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY THE HOSTING SERVICES OR ANY THIRD -PARTY HOSTING SERVICE PROVIDERS. 9. Omitted 10. LIMITATION OF LIABILITY 10.1. Disclaimer. Omitted 10.2. Liability Cap. Omitted 11. TERM AND TERMINATION 11.1. Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions have expired, have been discontinued or have been terminated, or the Agreement is otherwise terminated in accordance with its terms. 11.2. Service Discontinuation. You may terminate any month -to -month subscriptions by providing advance written notice to Us of at least thirty (30) days, or as otherwise provided in any applicable Product -Specific Terms. No refunds will be owed to You for the balance of any prepaid fees, or any subscriptions if You terminate under this Section 11.2. We may terminate any month -to -month subscriptions by providing notice to You of at least six (6) months. Termination pursuant to this Section 11.2 will be effective as of the last day of the full calendar month in which the termination is effective ("Service Discontinuation Date"). All fees owed as of Service Discontinuation Date will be invoiced in accordance with Section 5 of this Agreement. 11.3. Termination. A party may terminate this Agreement for cause (a) upon thirty (30) days' written notice to the other party of a material breach by such other party, if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 11.4. Refund or Payment upon Termination. If You terminate this Agreement in accordance with Section 11.3 (Termination), We will refund You any prepaid fees for the C3 AI Software and C3 AI Services that have not yet been provided as of the effective date of termination. If We terminate this Agreement in accordance with Section 11.3 (Termination), You will pay any unpaid fees covering the remainder of the term. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination. 11.5. Customer Materials Portability and Deletion. If the Deployment Environment is Our hosting services account, then, upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Customer Materials available to You in the then -current format in which it was stored. After such 30-day period, We will have no obligation to maintain or provide You any Customer Materials, and as provided in the C3 AI Documentation, We will thereafter delete or destroy all copies thereof in Our systems or otherwise in Our possession or control, unless legally prohibited. 11.6. Effect of Termination or Service Discontinuation. At the end of a Subscription Term that is not renewed or upon the discontinuation, expiration, or termination of this Agreement ("Termination Date"), You shall cease all use of the C3 AI Materials and shall, subject to all applicable public records law retention requirements, permanently and irretrievably delete and destroy all copies of the C3 AI Materials. Subject to applicable public records law retention requirements, We will be responsible for retention and deletion of documents within our control. We shall certify such cessation, deletion, and destruction to You in writing within fifteen (15) days of the Termination Date. If the Deployment Environment is other than Our hosting services account, then after termination or expiration the Subscription Term and upon providing thirty (30) days' written notice to You, We may examine the Deployment Environment to ensure that all C3 AI Materials have been deleted. The sections titled Section 1 (Definitions), Section 2.3 (Your Responsibilities), Section 2.4 (Usage Restrictions), Section 2.5 (Audit Rights), Section 2.6 (C3 AI Runtime), Section 3 (Non-C3 AI Providers), Section 5 (Fees and Payment), Section 6 (Proprietary Rights), Section 7 (Confidentiality), Section 8.3 (Disclaimers), Section 9 (Mutual Indemnification), Section 10 (Limitation of Liability), Section 11.4 (Refund or Payment upon Termination), Section 11.5 (Customer Materials Portability and Deletion), Section 11.6 (Effect of Termination or Service Discontinuation), Section 12 (Governing Law and Jurisdiction; Notices) and Sections 13 (General Provisions) will survive any termination or expiration of this Agreement. 12. GOVERNING LAW AND JURISDICTION; NOTICES 12.1. Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the United States and the State of Florida and excluding its conflict of law rules. Both parties irrevocably consent to the exclusive personal jurisdiction of, and waive any venue objections against, the United States District Court for the Southern District of Florida, the Eleventh Circuit Court of Appeals, and the State Courts located in Miami -Dade County in any litigation arising out of this Agreement. 12.2. Without limiting the foregoing, You acknowledge and agree that any unauthorized use of Our Confidential Information or C3 AI Materials will cause immediate and irreparable injury to Us and therefore money damages would be incalculable and insufficient, and We will be entitled, in addition to any other available remedies at law or in equity, to seek equitable relief, including immediate injunctive relief or specific performance or both, without bond and without necessity of showing actual monetary damages, with any competent court or enforcement agencies, including those in the United States and/or in the country in which You are domiciled. The prevailing party in any legal action related to this Agreement is entitled to recover its reasonable attorneys' fees and costs from the non -prevailing party. 12.3. The Parties agree that the United Nations Convention on Contracts for the Intemational Sale of Goods and the Uniform Computer Transactions Act are specifically excluded from application to this Agreement. 12.4. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing by registered mail with return receipt requested, or (c), except for notices of termination or an indemnifiable claim ("Legal Notices"), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing -related notices to You will be addressed to the relevant billing contact designated by You, with a copy sent to Attn: City Attorney, 444 SW 2"d Ave, City of Miami, Florida, 33155, legalservicesga miamigov com. All other notices to You will be addressed to the relevant C3 AI Services system administrator designated by You. Email notices to Us will be emailed to C31ega1@C3.ai. 13. GENERAL PROVISIONS 13.1. Export Compliance. The C3 AI Software, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied -party list. You shall not and shall not permit Users to access or use any C3 AI Software in a U.S. embargoed country (e.g., Cuba, Iran, North Korea, Syria or the Crimea —region of Ukraine) or in violation of any export law or regulation of the United States or of any other applicable jurisdiction. You will not provide to Us, absent prior written notice, any data or other item that requires Us to seek an export license or authorization from any United States agencies having jurisdiction. 13.2. Anti -Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at C3legal@C3.ai. 133. High risk applications. C3 AI Materials are not intended for use in, and You agree the C3 Materials will not be used in, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines, or other equipment or applications in which the failure thereof could lead to death, personal injury, or severe physical or environmental damage. Any product warranties for the C3 AI Materials under this Agreement shall exclude the applications and devices set forth in this Section 13.3. We disclaim any and all liability arising out of, or related to, any such use of the C3 AI Materials. 13.4. Entire Agreement and Order of Precedence. This Agreement constitutes the entire agreement between You and Us regarding the C3 AI Software and C3 AI Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation is void. 13.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent, not to be unreasonably withheld; provided, however, either party may assign this Agreement in its entirety, without the other party's consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, change of control or similar such transaction, or sale of all or substantially all of its assets related to this Agreement. Any assignment in violation of the terms of this Section 13.5 is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 13.6. Third -Party Beneficiaries; Affiliates. There are no third -party beneficiaries under this Agreement. Your Affiliates may order C3 AI Software or C3 AI Services subject to the terms of this Agreement by entering into a separate Order for the Service. You are responsible for Your Affiliates' compliance with the terms and conditions of this Agreement. 13.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 13.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. ACORO® CERTIFICATE OF LIABILITY INSURANCE `..------ DATE(MM/DD/YYYY) 1 /15/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (SM) Heffernan Insurance Brokers 1820 Gateway Drive, #330 San Mateo CA 94404 License#: 0564249 CONTACT NAME: PHONE FAX (A/C No Ext): 650-842-5200 (A/C, No): 650-842-5201 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Steadfast Insurance Company 26387 INSURED C3.ai, Inc. 1400 Seaport Blvd. Redwood City CA 94063 INSURER B: Sentinel Insurance Company, Limited 11000 INSURER C: Continental Insurance Company 35289 INSURER D: National Fire Insurance Company of Hartford 20478 INSURERE: Berkley Insurance Company 32603 INSURER F : COVERAGES CERTIFICATE NUMBER: 530880677 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY Y 7092096344 7/23/2024 7/23/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ D AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 7092096327 7/23/2024 7/23/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE 7092096330 7/23/2024 7/23/2025 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 DED X RETENTION $ 1 n Jilin $ g WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A Y 57WBBC2VMK 12/14/2024 12/14/2025 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A E E&O/Cyber Crime E0C248824104 BCCR-45006039-20 7/23/2024 11/21/2024 7/23/2025 7/23/2026 Limit/Deductible Aggregate/SIR 10M/500K 5M/25K DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: As Per Contract Or Agreement On File With The Insured. The City of Miami is included as additional insured (primary and non-contributory) on the General Liability policy and also included as additional insured on the Automobile Liability policy per the attached endorsements, if required. Waiver of Subrogation is included in the Workers Compensation policy per the attached endorsement, if required. Cancellation Notice endorsements for the General Liability, Automobile Liability, and Workers Compensation have been requested from the insurance companies and if approved will be forwarded when received. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT 40020004470920963440916 Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket CNA74872XX (1-15) Policy No: 7092096344 Page 1 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Policy No: 7092096344 Page 2 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Policy No: 7092096344 Page 3 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. g• CNA74872XX (1-15) Policy No: 7092096344 Page 4 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Policy No: 7092096344 Page 5 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. CNA74872XX (1-15) Policy No: 7092096344 Page 6 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT i Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: EEE This insurance does not apply to: CNA74872XX (1-15) Policy No: 7092096344 Page 7 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. M. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Policy No: 7092096344 Page 8 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; M. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Policy No: 7092096344 Page 9 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1XaXii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Policy No: 7092096344 Page 10 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT 40020004470920963440921 Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 7092096344 Page 11 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that parry's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Policy No: 7092096344 Page 12 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Policy No: 7092096344 Page 13 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Policy No: 7092096344 Page 14 of 14 Endorsement No: 6 The Continental Insurance Co. Effective Date: 07/23/2024 Insured Name: C3 .AI , INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA 1 EXTENDED COVERAGE - BA Business Auto Policy Policy Endorsement R HIRED AND NON -OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee -Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss B. Knowledge of Documents C. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non -Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 5; Page: 1 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 7092096327 Policy Effective Date: 07/23/2024 Policy Page: 42 of 54 Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: 11) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form. 4. Employee -Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph 14) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 5; Page: 2 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 7092096327 Policy Effective Date: 07/23/2024 Policy Page: 43 of 54 Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): 16) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to be your insurance manager. C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non -Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 5; Page: 3 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 7092096327 Policy Effective Date: 07/23/2024 Policy Page: 44 of 54 Copyright CNA All Rights Reserved. CNA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA83700XX (10-2015) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 5; Page: 4 of 4 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 7092096327 Policy Effective Date: 07/23/2024 Policy Page: 45 of 54 Copyright CNA All Rights Reserved. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 57 WB BC2VMK Endorsement Number: Effective Date: 12/14/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: C3.AI, Inc. 1400 Seaport Boulevard Redwood City CA 94063 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 11/22/24 Policy Expiration Date: 12/14/25 Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, March 26, 2025 8:50 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Reinike-Heinemann, Evelyn; Lorenzo, Jacqueline Subject: C3.ai, Inc Subscription Attachments: C3ai_Inc_Subscription.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Thank you, Aimee Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i