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Home My WebLink About25600AGREEMENT INFORMATION AGREEMENT NUMBER 25600 NAME/TYPE OF AGREEMENT BRAINCO TECHNOLOGIES, INC. DESCRIPTION PRE -NEGOTIATION & NON -DISCLOSURE AGREEMENT/DEVELOPMENT OF ARTIFICAL INTELLIGENCE SYSTEM TO STREAMLINE PERMIT REVIEW PROCESSES/MATTER ID: 25-267 EFFECTIVE DATE April 21, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/23/2025 DATE RECEIVED FROM ISSUING DEPT. 5/23/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: BrainCo Technologies, Inc 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): Technologies, Inc. Pre -Negotiation and Non -Disclosure Agreement with BrainCo 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 April 25, 2025 Annie Perez, CPPO I 12:23:31 Fo6Ts;gnetlby: SIGNATURE: r_4__ - ,? , SUBMITTED TO RISK MANAGEMENT April 25, 2025 Ann -Marie Sharpe I 12:41:09 DT,cus;gnetlb, SIGNATURE: Fran.!` GowIv7 SUBMITTED TO CITY ATTORNEY May 19, 2025 1 SC'631 N€3... i f:0 :P11jC. Elul song III �Docusignetl by: SIGNATURE: ea E�rr/- GUE/s61A1 Ill � cr_ssass APPROVAL BY ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 20, 2025 I Larry Spring, CPA 12:36:12 EDT �Doons;gnetl by: SIGNATURE:1 Spin,,) APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS �csozsaze9]Esaoa_. Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER May 21, 2025 I12:15:�OC�pe�brook-Williams �Docusignetl by: SIGNATURE: N„4,4, et_tu;,tts.„,z �sA6]gg9]SDEAD. RECEIVED BY CITY MANAGER May 22, 2025 I A bgrN Aa V Docus;gnetl by: SIGNATURE: artLy, hbv; , SUBMITTED TO THE CITY CLERK May 23, 2025 T �,gCF]YDD43-A 1��d51� Do us;gnetlby: SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Annie Perez Contact Person Director of Procurement Title 4/25/2025 Date: Procurement Requesting Client (305) 416-1910 Telephone Legal Service Requested: Pre -Negotiation and Non -Disclosure Agreement with BrainCo Technologies, Inc. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 PRE -NEGOTIATION & NON -DISCLOSURE AGREEMENT This Pre -Negotiation and Non -Disclosure Agreement ("Agreement") is entered into on this 2P day of April, 2025, by and between BrainCo Technologies, Inc., a Delaware incorporated company having its principal place of business at 330 Townsend St., Suite 100, San Francisco, CA 94107 ("Vendor") and the City of Miami, Florida, a municipal corporation in the State of Florida, with its address at 444 SW 2nd Avenue, Miami, FL 33130 ("City") (individually the "Party" and collectively the "Parties"). Recitals WHEREAS, the City is evaluating the potential development of an artificial intelligence ("AP') system to streamline permit review processes and intends to engage in discussions with the Vendor to develop a scope of work for this project (the "Purpose); and WHEREAS, the City may disclose to the Vendor certain proprietary, sensitive, or confidential information, including information subject to exemptions under Florida's public records laws, to facilitate discussions related to the Purpose; and WHEREAS, the Parties desire to establish terms and conditions to govern the use and protection of the City's information disclosed to the Vendor; NOW THEREFORE, in exchange for the mutual promises to maintain all information shared herein proprietary, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby promise and agree to observe and abide by all the provisions and conditions of this Agreement as follows: 1 Confidential Information 1.1 For purposes of this Agreement, "Confidential Information" shall mean all data, records, materials, or information disclosed by the City to Vendor, in any form or medium, whether written, electronic, oral, or visual, that: (a) Is exempt from mandatory public disclosure requirements under Chapter 119, Florida Statutes, or Article I, Section 24 of the Florida Constitution ("Florida Public Records Law"); (b) Relates to the City' s operations, processes, systems, cybersecurity, permits, or projects, including but not limited to technical data, building permits, business plans, software, financial information, or strategies; (c) Relates to information made known to the Vendor or learned or acquired by Vendor as a result of this Agreement, which is not generally known to others outside the Parties and not being readily ascertainable by proper means by other persons who can obtain value or exploit vulnerabilities from its use; (d) Relates to any names and addresses of individuals or entities involved in cybersecurity efforts, any data on or relating to past, present or prospective cybersecurity measures, and any existing contracts or contracts with, or under negotiation with, cybersecurity service providers or other consultants; or 1 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 (e) Relates to any names and addresses of individuals or entities involved in permits for properties considered exempt from Florida Public Records Law; or (f) Includes or relates to derivative works, analyses, or outputs created using the City' s data. 1.2 Confidential Information does not include information that: (a) Is or becomes publicly available through no breach of this Agreement by Vendor; (b) Is subject to mandatory disclosure requirements under Florida Public Records Law; (c) Is independently developed by the Vendor without reliance on the City' s information; or (d) Is lawfully obtained from a third party without restriction on disclosure. 2 Non -Disclosure 2.1 The Vendor shall: (a) Use the Confidential Information solely for the Purpose and for no other purpose, commercial or otherwise; (b) Limit access to the Confidential Information to its employees, agents, advisors, or subcontractors, or those of its affiliates ("Representatives") who require such access to fulfill the Purpose and are bound by confidentiality obligations no less restrictive than those contained in this Agreement; and (c) Not disclose, disseminate, or otherwise make the Confidential Information available to any third party, other than to its Representatives pursuant to 2.1(b), without the City's prior written consent. 2.2 Subject to Florida Public Records Law, the Vendor shall take reasonable measures to protect the Confidential Information by using the same standard of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Vendor uses to protect its own Confidential Information of like nature. Vendor shall not disclose, communicate or divulge to, or use for its personal benefit or the direct or indirect benefit of any person, firm, association or company other than the City, any Confidential Information of or regarding the City that has come into the possession of the Vendor during its communications and/or interactions with the City, except as authorized or directed in writing by the City or as otherwise required by law. 2.3 The Vendor acknowledges that the City is subject to Florida Public Records Law and agrees to cooperate fully in responding to public records requests. The Vendor shall: (a) Promptly notify the City if it receives a request for disclosure of Confidential Information; and (b) Allow the City to determine whether the requested information is exempt from disclosure; and (c) Indemnify, hold and save harmless, and defend, at its own cost and expense, the City for any penalties or costs arising from the Vendor's failure to comply with public records laws, in the same manner as described below in Sections 11, Indemnification, 2 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 and 14, Public Records. 2.4 In the event the Vendor becomes aware of any inadvertent or unauthorized disclosure, access, loss, or misuse of the City's Confidential Information, including but not limited to breaches of confidentiality or cybersecurity incidents (collectively, "Incident"), the Vendor shall: (a) Notify the City in writing within twenty-four (24) hours of discovering the Incident; (b) Provide a detailed description of the Incident, including the nature and extent of the information disclosed, accessed, or compromised, and the cause of the Incident if known; (c) Identify all affected systems, individuals, and records to the extent reasonably possible; and (d) Describe the steps taken or planned to mitigate the Incident and prevent future occurrences. 2.4.1 Vendor shall immediately investigate the Incident and, at its own cost, take necessary steps to: (a) Mitigate any harm caused by the Incident; (b) Restore the integrity of the City's Confidential Information and any affected systems; (c) Provide regular updates to the City regarding the progress and findings of the investigation; and (d) Fully cooperate with the City in any investigation or response efforts, including providing access to relevant personnel, records, and systems. Access to personnel, records, and other business information shall be limited to reasonable business hours and with prior written notice of at least 5 days. Any such access shall be conducted in a manner that does not unreasonably disrupt the normal operations of the business. 2.4.2 Vendor shall bear all costs and expenses related to the Incident, including, but not limited to, notification to affected individuals or entities as required by applicable law, credit monitoring or identity theft protection services if warranted, fines, penalties, or damages incurred by the City as a result of the Incident, and any reasonable costs associated with the City's response to or investigation of the Incident. 2.4.3 The City reserves the right to take any necessary actions in response to the Incident including, but not limited to, reporting the Incident to law enforcement or regulatory authorities, conducting its own investigation with the full cooperation of the Vendor, and terminating this Agreement for cause if the Incident resulted from the Vendor's negligence or willful misconduct, or material breach of this Agreement. 2.4.4 Vendor's compliance with this Section does not waive or limit its other obligations under this Agreement, including its confidentiality obligations or indemnification requirements. 3 Return of Materials 3.1 Subject to the requirements of Chapter 119, Florida Statutes, and any other applicable provisions of Florida Public Records Law, upon the termination of this Agreement, at the 3 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 City's written request, or upon the conclusion of the communications and/or interactions giving rise to the Vendor's possession of such materials, the Vendor shall promptly return to the City all Confidential Information provided by the City or otherwise generated, accessed, or obtained in connection with the performance of this Agreement. Such Confidential Information includes, but is not limited to, all originals, copies, adaptations, compilations, summaries, and derivatives thereof, whether in tangible or electronic form. 3.2 If the Vendor is authorized under applicable Florida law to destroy certain records or materials, such destruction shall occur only with the prior written approval of the City, and in full compliance with all applicable retention schedules, regulations, and best practices governing the safeguarding and lawful disposal of public records. In any case where destruction is not permitted, the Vendor shall return all Confidential Information to the City or continue to preserve and protect such records in accordance with this Agreement and Florida Public Records Law. 3.3 The Vendor shall certify in writing, upon the City's request, that all Confidential Information has been either returned or destroyed in accordance with the City's instructions and applicable law. The obligations under this section shall survive the termination or expiration of this Agreement to the extent required by Florida Public Records Law, ensuring the ongoing protection and proper handling of the City's Confidential Information. 4 Ownership All Confidential Information, and any records, derivative works, improvements, copyrightable material, documents, drawings, specifications, data, and any other information containing, in whole or in part, Confidential Information received under this Agreement shall remain the sole property of the City. Additionally, any outputs, analyses, reports, or other results generated from the Confidential Information by any machine learning models, artificial intelligence systems, or software shall also be the sole and exclusive property of the City. Notwithstanding the foregoing, all inventions, discoveries, concepts, know-how, tools, algorithms, products, systems, techniques, or any other intellectual property the Vendor developed or reduced to practice in connection with this Agreement will be the sole property of the Vendor, including, but not limited to, any machine learning models, artificial intelligence systems, software, or machine learning model weights (collectively, the "Work Product"). Nothing in this Agreement shall be construed as granting to either Party any license, whether express or implied, to any patent, copyright, trade secret, or other intellectual property rights of the other Party, except as expressly provided herein. For the avoidance of doubt, the Vendor shall have no ownership rights or interest in any Confidential Information or records derived therefrom and the City shall have no ownership rights or interest in any Work Product developed by the Vendor. 5 Term and Termination 5.1 This Agreement shall commence from the Effective Date and shall remain in effect for a period of one (1) year and may be extended for one additional one (1) year term upon mutual written agreement of the Parties, unless terminated earlier in accordance with this Agreement. 4 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 5.2 This Agreement may be terminated at any time by either Party for any reason or no reason upon thirty (30) days' written notice. 5.3 The City may terminate this Agreement immediately in the event of Vendor's breach of this Agreement. 5.4 Notwithstanding the foregoing, all obligations of the Parties under this Agreement with respect to the Confidential Information disclosed between the Parties prior to termination of this Agreement shall survive the termination of this Agreement. 6 Notification to the City of Attempts to Obtain Confidential Information In the event the Vendor is required, by oral questions, interrogatories, requests for information, public records requests, or documents, subpoena, civil investigative demand or similar process, to disclose any Confidential Information, the Vendor shall provide the City, as legally permissible, with prompt notice thereof so the City may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. 7 Remedies for Breach of this Agreement The Parties hereby acknowledge that the disclosure of any Confidential Information or breach of any of the covenants contained herein will give rise to irreparable injury to the other Party or its stakeholders, inadequately compensable in damages. Accordingly, the Parties agree that in the event of any breach of this Agreement or threatened breach of the foregoing undertakings, the City shall have the right to an injunction, specific performance or other equitable relief, in addition to any other remedies which may be available. 8 Governing Law/Selection of Forum and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and each of the Parties to this Agreement hereby submits to the exclusive jurisdiction of any state or federal court sitting in Miami -Dade County, Florida, and agree that all claims in respect of the action or proceeding may be heard and determined by any such court. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVE THEIR RIGHTS TO A TRIAL BY JURY. For any action brought to enforce the provisions of this Agreement, except an action to enforce Vendor's indemnification obligations, in which case the City may recover its costs, including but not limited to reasonable attorney's fees and court costs, each Party shall bear its own costs and attorney's fees. 9 Miscellaneous 9.1 No Waiver. The failure of either Party at any time to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other Party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by said Party. 9.2 Severability. If any provision of this Agreement shall be invalid or unenforceable, such provision shall be construed in a manner so that it is valid and enforceable and reflective of 5 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 the Parties' intent. If such provision cannot be construed so that it is valid and enforceable, it shall be deemed severable and shall not invalidate or render unenforceable the entire Agreement. 9.3 Amendment/Modifications. No revision, modification, amendment, or change to this Agreement whatsoever shall be valid unless it is in writing and executed by the Parties with the same formalities as this Agreement. 9.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior or contemporaneous agreements or understandings. 10 Counterparts; Electronic Signatures This Agreement may be executed by the Parties in counterparts which together shall constitute one and the same agreement among the Parties. A facsimile signature and/or electronic signature shall constitute an original signature for all intent and purposes. The Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the effective date hereof. 11 Indemnification Vendor shall indemnify, hold and save harmless, and defend, at its own cost and expense, the City, its officers, agents, directors, departments, and/or employees (collectively "Indemnitees"), from and against all claims, damages, liabilities, civil actions, statutory or similar claims, judgments, injuries and losses, including, but not limited to, reasonable attorney' s fees and court costs, incurred by or threatened against the Indemnitees due to injury to person or property, or statutory causes of action, arising out of or in connection with the acts or omissions of the Vendor, its officers, employees, subcontractors, or agents (collectively "Vendor") with respect to its performance under this Agreement and compliance with all applicable laws, rules, and regulations pertaining to Vendor's obligations under this Agreement, even if it is alleged that the Indemnitees were negligent. 11.2 In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the Indemnitees for which Vendor is obligated to indemnify and defend, then Vendor shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Vendor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Vendor shall in no way limit the responsibility to indemnify, hold, keep and save harmless, and defend the Indemnitees as herein provided. 11.3 The indemnification provided above shall obligate Vendor to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, 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 Contractor, or persons or entities employed or utilized by Vendor. 6 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 11.4 The obligations herein shall survive the termination of this Agreement. 11.5 To the extent that Vendor utilizes subcontractors, Vendor shall require all subcontractor agreements to include a provision that each subcontractor will indemnify, hold and save harmless, and defend, at their own cost and expense, the Indemnitees in substantially the same language as this Section. Vendor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any acts or omissions of Vendor in which the City participated either through review or concurrence of Vendor' s actions. Vendor recognizes that it is a subject matter expert in the field pertinent to this Agreement and that the City relies on Vendor's expertise in any review or concurrence. Such reviews or concurrences are limited to whether the act or omission is in accordance with the City' s administrative or business interests and not an approval or statement that the act or omission is not negligent or in compliance with any applicable laws, rules, or regulations. In reviewing, approving or rejecting any submissions by Vendor or other acts of Vendor, the City, in no way, assumes or shares any responsibility or liability of Vendor or its subcontractors under this Agreement. 11.6 Nothing in this Section, nor elsewhere in this Agreement, is intended to act as a waiver of the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. 11.7 Notwithstanding any provision to the contrary in this Agreement, the total liability under this Agreement shall be capped at the coverages set forth in Exhibit A. For the avoidance of doubt, this cap applies to all indemnification claims arising out of or in connection with this Agreement, including but not limited to any claims for breach, negligence, or other indemnifiable event. 12 Insurance 12.1 Vendor shall be required to maintain, at all times, insurance policies with coverages consistent with the minimum coverages set forth in Exhibit "A," attached and incorporated herein. The City of Miami shall be named as an Additional Insured and Certificate Holder for all such coverages required under this Agreement. Vendor must include the same or greater insurance coverages in all subcontracts pertaining to this Agreement. 12.2 Vendor shall provide to the City of Miami's Risk Management Department certificates of insurance evidencing the coverages required herein prior to engaging in any communications under this Agreement. Vendor shall correct any insurance certificates as requested by the City of Miami Depailinent of Risk Management. 13 Notices Notices required under the Agreement shall be deemed to be given when hand -delivered (with receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested to the individuals listed below. 7 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 AS TO VENDOR AS TO THE CITY: Name: Dan Ashton Art Noriega City Manager Title: CEO 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 Address 1: 330 Townsend St., Suite anoriega@miamigov.com 100 Address 2: San Francisco, CA 94107 WITH A COPY TO: Email: dan@braincompany.ai 14 Public Records George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 gwysong@miamigov.com 14.1 Vendor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, 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 law. Vendor's failure or refusal to comply with the provisions of this Section shall result in the immediate termination of this Agreement by the City. Vendor shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records", as may be applicable, which statute is deemed as being incorporated by reference herein. 14.2 Should Vendor determine to dispute any public access provision required by Florida Statutes, Vendor shall do so in accordance with applicable Florida law, and shall do so at its own cost and expense. Vendor agrees to indemnify, hold harmless, and defend at its own cost and expense, the City, its officers, officials, and employees (collectively "Indemnitees"), from and against, any and all claims, lawsuits, liabilities, damages, demands, judgments, costs and expenses, including reasonable attorney' s fees, (collectively "Liabilities") arising from or relating to any public records lawsuit or other legal action initiated in connection with the public records request in which Vendor has either (i) failed to disclose the requested information or (ii) indicated its intention to seek to prevent disclosure. IF VENDOR HAS QUESTIONS REGARING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE USER MAY ALSO CONTACT THE CONTRACT ADMINISTRATOR WHO IS THE RECORDS CUSTODIAN FOR THE DEPARTMENT OF INNOVATION 8 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 AND TECHNOLOGY . 15 No Subcontractors The Vendor shall not assign, delegate, or subcontract any portion of its obligations under this Agreement without the prior written consent of the City, which may be granted or withheld in the City's sole discretion. If the City approves a subcontractor, the Vendor shall: (a) Ensure that all subcontractors agree in writing to be bound by the terms of this Agreement, including but not limited to the confidentiality, security, and public records provisions; (b) Remain fully responsible for the actions and omissions of any subcontractors, including any breach of this Agreement by a subcontractor; (c) Provide the City, upon request, with copies of any subcontractor agreements; and (d) Indemnify, defend, and hold harmless the City for any claims, losses, damages, or liabilities arising from any act or omission of a subcontractor. Any unauthorized subcontracting shall constitute a material breach of this Agreement, and the City may, at its sole option, immediately terminate this Agreement without penalty. 16 Liquidated Damages The Parties acknowledge that a breach of this Agreement resulting in the unauthorized disclosure of the City' s Confidential Information would cause irreparable harm to the City, for which actual damages would be difficult to ascertain. Accordingly, the Parties agree that, in the event of such a breach, the Vendor shall pay to the City liquidated damages in the amount of Five Hundred Dollars ($500.00) per improperly disclosed record. The Parties acknowledge and agree that this liquidated damages amount is not a penalty but represents a reasonable estimate of the damages likely to be incurred by the City as a result of the breach. The City's right to recover liquidated damages shall be in addition to, and not in lieu of, any other rights or remedies available to the City, including injunctive relief or termination of this Agreement for cause. Payment of liquidated damages under this provision shall be due within thirty (30) days of written notice from the City. 17 City's Right to Audit The City shall have the right, at any time during the term of this Agreement and for a period of five (5) years following its termination or expiration, to inspect, audit, and examine the books, records, files, policies, procedures, systems, and other materials of the Vendor that are relevant to this Agreement, including but not limited to: (a) Compliance with the confidentiality, data protection, and public records provisions of this Agreement; (b) Any records related to the use, handling, storage, or disclosure of the City's 9 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 Confidential Information; and (c) The Vendor' s financial records related to any payments, costs, or expenditures associated with this Agreement. The Vendor shall: (a) Maintain all records and documentation necessary to demonstrate compliance with this Agreement; (b) Provide access to such records to the City upon ten (10) business days' written notice; and (c) Cooperate fully with the City's auditors or representatives in conducting any such audit or inspection. If an audit or review reveals any violation of this Agreement, unauthorized use or disclosure of Confidential Information the Vendor shall, at its own expense, take all necessary corrective actions within thirty (30) days of notice from the City. The Vendor shall also be responsible for reimbursing the City for any costs incurred in connection with such an audit if noncompliance is found. Such audit rights shall be exercised during reasonable business hours, with reasonable prior written notice, and shall be conducted in a manner that does not unreasonably disrupt the normal operations of Vendor's business. The audit shall be limited to a reasonable scope and shall not exceed 14 days in duration, unless otherwise agreed by both Parties. Failure to comply with this provision shall constitute a material breach of this Agreement, and the City may, at its discretion, terminate this Agreement and seek any other available remedies. SIGNATURE PAGE FOLLOWS 10 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above. By: BrainCo Technologies, Inc. Signed by: 22R08100RA84461 Name: Dan Ashton Title: CEO Dated: 4/21/2025 City of Miami, Florida ATTEST: Todd B. Hannon City Clerk THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: 5DocuSigned by: 4u,u, nb"uy` Arthur Noriega City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: BY. bbat-"ed1y_//'',, �q sEeFEeazaeWlnSOIAI (1! rDS tf/LF REQUIREMENTS: BY: 1 Fro& Gawvy George K. Wysong III 25-267 Ann -Marie Sharpe City Attorney 11 Director of Risk Management Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 EXHIBIT A INSURANCE REQUIREMENTS [VENDOR] Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $3,000,000 General Aggregate Limit $5,000,000 Personal and Adv. Injury $3,000,000 Products/Completed Operations $3,000,000 B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included IL Worker' s Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit III. Professional/E&O/Cyber Liability Combined Single Limit Each Claim $3,000,000 Policy Aggregate $3,000,000 Retroactive date included Excess Follow Form over all liability policies contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following 12 Docusign Envelope ID: ADD18E41-5D92-4775-81A2-32962EF5C6E5 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. A`GRLI CERTIFICATE OF LIABILITY INSURANCE DA04/232025YY) 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 Vouch Insurance Services, LLC Vouch Specialty Insurance Services, LLC 831 Montgomery Street San Francisco, CA 94133 CONT NAMEACT Travis Hedge PHONE (844)488 6728 Fax (A/C, No, Ext):(A/C No): E-MAIL COls@vouch.us ADDRESS INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Underwriters Insurance Company 30104 INSURED BrainCo Technologies, Inc. 330 TOWNSEND ST STE 100 SAN FRANCISCO CA 94107-1655 INSURER B: Underwriters at Lloyd's, London 15792 INSURER C: INSURER D: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 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. INSRLT LTR TYPE OFINSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL LIABILITY Y 57 SBA BR8TGA 04/14/2025 04/14/2026 EACH OCCURRENCE $2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 X General Liability MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $4,000,000 '4 AUTOMOBILE - X LIABILITY ANY AUTO AO OSDONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 57 SBA BR8TGA 04/14/2025 04/14/2026 COMBINED SINGLE LIMIT (Ea accident) $2 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Per Occurrence Limit $ A X UMBRELLA EXCESSLIAB X OCCUR CLAIMS -MADE Y 57 SBA BR8TGA 04/14/2025 04/14/2026 EACH OCCURRENCE $3 (1(1(1 (1(1(1 AGGREGATE $3.000 000 DED X RETENTION $10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YEN N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Employee Benefits Liability 57 SBA BR8TGA 04/14/2025 04/14/2026 Each Claim Limit: $2,000,000 Aggregate Limit: $4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) See Additional Remarks Schedule CERTIFICATE HOLDER CANCELLATION City of Miami, Florida 444 SW 2nd Avenue 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 AGENCY CUSTOMER ID: LOC #: ACORO, ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Vouch Insurance Services, LLC Vouch Specialty Insurance Services, LLC NAMED INSURED BrainCo Technologies, Inc. 330 TOWNSEND ST STE 100 SAN FRANCISCO CA 94107-1655 POLICY NUMBER Policy Number CARRIER Refer to page 1 for full list NAIC CODE EXPIRATION DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: Acord 25 (56/13) FORM TITLE: Certificate of Liability Insurer B: E5N0040325583, 04/14/2025 - 04/14/2026 Policy Aggregate Limit: $ 5,000,000 Cyber Aggregate Limit: $ 5,000,000 Errors & Omissions Limit: $ 5,000,000 General Liability (57 SBA BR8TGA) hereby adds the following as an additional insured when pursuant to a written contract or agreement (Form SL 30 32 06 21): City of Miami, Florida Umbrella follows form (SU 00 02 10 18) General Liability (57 SBA BR8TGA) is primary and will not seek contribution from any other insurance available to the following entity provided that the named insured is under a written contract or agreement. (Form SL 00 00 10 18): City of Miami, Florida ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Sequoia Insurance Company Authorization Agreement for Direct Payments I (we) hereby authorize AmTrust North America, Inc. to initiate monthly deductions from my (our) account, identified below, for payment of premium on the insurance policy issued to me (us) by AmTrust North America, Inc.. I (we) authorize the financial institution named to accept and post entries to my (our) account. I (we) understand that this authorization allows AmTrust North America, Inc. to adjust the monthly deductions to reflect any premium changes with the exception of the final premium audit. Any additional premiums resulting from the final premium audit will be invoiced directly to me (us). I (we) understand that any refunds due on the policy listed below will be refunded by check and not through electronic transfer. I (we) understand that if renewal policies are issued, that this authorization will extend to that policy term unless I (we) provide written notice to AmTrust North America, Inc. of a request to terminate this authorization. I (we) understand that if payment is dishonored by the bank designated below from the account specified this agreement may be considered cancelled and the dishonored payment and all remaining payments may be required to be made by check or other negotiable instrument to ensure the continuance of my (our) coverage. All payments must be paid as invoiced. Insurance Company Name: Sequoia Insurance Company Master Account Number: 33391929 *If requesting the direct debit payment plan for the master account above, all policies assigned to that master account must be on direct debit. Bank Information Banking information must be received for payments to begin to withdraw automatically. If banking information Is Not received timely, the policies listed below could be cancelled for non-payment. Policy Number Name on Account Type of Account Bank Name Bank Routing # Bank Account # This authorization will remain in effect until I (we) provide written notice to AmTrust North America, Inc of its termination in such time and in such manner as to afford AmTrust North America, Inc. a reasonable opportunity to act on it. Signature of Insured / Policy Holder Date Insured Email Address (for email notification of funds transfer) Please allow five (5) business days for processing of this authorization. To ensure accuracy, please attach a sample check or deposit slip marked `VOID'. Please fax or mail this form to: Secure Accounting Fax Only:216 - 520 - 3178 E-mail — AmtrustAR@amtrustgroup.com Mail to — 800 Superior Avenue East, 21st Floor Cleveland, OH 44114 Attn: Accounts Receivable Sequoia Insurance Company Direct Debit Frequently Asked Questions What is direct debit? Direct debit is an automatic payment option for insureds that prefer not to write a check each month to make their insurance payments. Each month your monthly installment will be automatically withdrawn from the bank account you have designated. How do I add direct debit to my policy? Complete the Direct Debit Authorization Form with all of the information requested and attach a copy of a VOIDED check. For fastest service, please return the form to our secure accounting fax number, 216-520-3178 or e-mail the form toAmtrustAR@amtrustgroup.com. If you do not have a Direct Debit Authorization Form or require a replacement, please contact our Customer Service Department at 877-528-7878 to obtain the form. When will the installment payments be withdrawn from my account? The first payment will be directly debited as an electronic funds transfer on the effective date of the policy or the date that the policy is issued, whichever is later. All subsequent payments will be processed as an electronic funds transfer on the 10th day of each month. If this date falls on a date that is not a business day, the applicable date will be the following business day. Will I continue to receive an invoice? On the first of each month a reminder letter will be mailed in place of an invoice listing the amount of the direct debit for that month and the scheduled date of debit. This is not an invoice requesting payment. What if my bank information changes? Contact our Customer Service Department at 877-528-7878 to request a Direct Debit Authorization Form. You can make any necessary changes and resubmit the form to our secure accounting fax number 216-520-3178 or e- mail the form to AmtrustAR@amtrustgroup.com. Please allow five (5) business days for processing of any changes. What if there are endorsements on my policy changing the policy cost? If your premium changes you will receive, from your agent, copies of any endorsements that are processed on your policy. These endorsements will show the change in the premium and the change in the installment schedule. The new installment amount will be listed on the reminder letter that you will receive and that amount will be debited from your account. Direct Debit Frequently Asked Questions What if the funds are not available in my bank account on the due date? If the first attempt for payment fails due to insufficient funds, our bank will make another attempt the next business day. If the second attempt for electronic funds transfer payment fails due to insufficient funds we will notify you by mail. You will receive an invoice and payment will be required to be made by check or credit card on or before the due date shown to avoid cancellation of your coverage. How do I terminate the direct debit option? If you would like to terminate the direct debit option you must provide the insurance carrier written notification. You can contact our Customer Service Department at 877-528-7878 and request a Direct Debit Termination Form that must be completed and returned to us. For fastest service, please return the form to our secure accounting fax number, 216-520-3178 or e-mail the form to AmtrustAR@amtrustgroup. com. Please allow five (5) business days for processing of the termination form from the date it is received. It is possible that due to the timing of the receipt of the Termination form that the next scheduled direct debit payment will be processed as originally scheduled. If you request termination between the Pt and the 9" calendar day of the month please contact our Customer Service Department to confirm whether the Termination form has been processed. To avoid potential fee charges by your bank, if the Termination form has not been processed by the 9' calendar day, please make sure that there are sufficient funds in the designated bank account for the amount of the scheduled payment as per the reminder notice you received. SEQUOIA INSURANCE COMPANY 17771 Cowan Avenue Suite 100 Irvine, CA 92614 WORKERS' COMPENSATION and EMPLOYERS' LIABILITY INSURANCE POLICY In Witness Whereof, we have caused this policy to be executed and attested. Stephen Ungar, Secretary Barry Dov Zyskind, President To obtain information, please contact your agent or Sequoia Insurance Company at 877- 528-7878. You may also write Sequoia Insurance Company Consumer Relations at: 800 Superior Avenue East, 21 st Floor Cleveland, OH 44114 WC 99 00 00 B (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company 10/1/2024 Policy No. QWC1402067 Brainco Technologies, LLC Sequoia Insurance Company Endorsement No. 0 Premium $ 715 PN049902B (Ed. 05-02) POLICYHOLDER NOTICE CALIFORNIA WORKERS' COMPENSATION INSURANCE RATING LAWS Pursuant to Section 11752.8 of the California Insurance Code, we are providing you with an explanation of the California workers' compensation rating laws. 1. We establish our own rates for workers' compensation. Our rates, rating plans, and related information are filed with the insurance commissioner and are open for public inspection. 2. The insurance commissioner can disapprove our rates, rating plans, or classifications only if he or she has determined after public hearing that our rates might jeopardize our ability to pay claims or might create a monopoly in the market. A monopoly is defined by law as a market where one insurer writes 20% or more of that part of the California workers' compensation insurance that is not written by the State Compensation Insurance Fund. If the insurance commissioner disapproves our rates, rating plans, or classifications, he or she may order an increase in the rates applicable to outstanding policies. 3. Rating organizations may develop pure premium rates that are subject to the insurance commissioner's approval. A pure premium rate reflects the anticipated cost and expenses of claims per $100 of payroll for a given classification. Pure premium rates are advisory only, as we are not required to use the pure premium rates developed by any rating organization in establishing our own rates. 4. We must adhere to a single, uniform experience rating plan. If you are eligible for experience rating under the plan, we will be required to adjust your premium to reflect your claim history. A better claim history generally results in a lower experience rating modification; more claims, or more expensive claims, generally result in a higher experience rating modification. The uniform experience rating plan, which is developed by the insurance rating organization designated by the insurance commissioner, is subject to approval by the insurance commissioner. 5. A standard classification system, developed by the insurance rating organization designated by the insurance commissioner, is subject to approval by the insurance commissioner. The standard classification system is a method of recognizing and separating policyholders into industry or occupational groups according to their similarities and/or differences. We can adopt and apply the standard classification system or develop and apply our own classification system, provided we can report the payroll, expenses, and other costs of claims in a way that is consistent with the uniform statistical plan or the standard classification system. 6. Our rates and classifications may not violate the Unruh Civil Rights Act or be unfairly discriminatory. 7. We will provide an appeal process for you to appeal the way we rate your insurance policy. The process requires us to respond to your written appeal within 30 days. If you are not satisfied with the result of your appeal, you may appeal our decision to the insurance commissioner. California Workers' Compensation Insurance Notice of Nonrenewal Section 11664 of the California Insurance Code requires us, in most instances, to provide you with a notice of nonrenewal. Except as specified in paragraphs 1 through 6 below, if we elect to nonrenew your policy, we are required to deliver or mail to you a written notice stating the reason or reasons for the nonrenewal of the policy. The notice is required to be sent to you no earlier than 120 days before the end of the policy period and no later than 30 days before the end of the policy period. If we fail to provide you the required notice, we are required to continue the coverage under the policy with no change in the premium rate until 60 days after we provide you with the required notice. 1 of 2 PN049902B (Ed. 05-02) We are not required to provide you with a notice of nonrenewal in any of the following situations: 1. Your policy was transferred or renewed without a change in its terms or conditions or the rate on which the premium is based to another insurer or other insurers who are members of the same insurance group as us. 2. The policy was extended for 90 days or less and the required notice was given prior to the extension. 3. You obtained replacement coverage or agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. 4. The policy is for a period of no more than 60 days and you were notified at the time of issuance that it may not be renewed. 5. You requested a change in the terms or conditions or risks covered by the policy within 60 days prior to the end of the policy period. 6. We made a written offer to you to renew the policy at a premium rate increase of less than 25 percent. (A) If the premium rate in your governing classification is to be increased 25 percent or greater and we intend to renew the policy, we shall provide a written notice of a renewal offer not less than 30 days prior to the policy renewal date. The governing classification shall be determined by the rules and regulations established in accordance with California Insurance Code Section 11750.3(c). (B) For purposes of this Notice, "premium rate" means the cost of insurance per unit of exposure prior to the application of individual risk variations based on loss or expense considerations such as scheduled rating and experience rating. This notice does not change the policy to which it is attached. 2 of 2 PN049904 (Ed. 12-04) POLICYHOLDER NOTICE CALIFORNIA INSURANCE GUARANTEE ASSOCIATION (CIGA) SURCHARGE Companies writing property and casualty insurance business in California are required to participate in the California Insurance Guarantee Association. If a company becomes insolvent, the California Insurance Guarantee Association settles unpaid claims and assesses each insurance company for its fair share. California law requires all companies to surcharge policies to recover these assessments. If your policy is surcharged, "CA Surcharge" or "CA Surcharge (CIGA Surcharge)" with an amount will be displayed on your premium notice. This notice does not change the policy to which it is attached. POLICYHOLDER NOTICE DRUG -FREE WORKPLACE CREDIT You are eligible for the Drug -Free Workplace Credit and your premium cost will be adjusted by a premium credit. The maximum amount allowed for a drug -free rate credit is 5%. The drug -free credit can only be applied to non -retrospectively rated policies. The discount should be applied on a multiplicative basis, after the experience modification and before premium discounts and expense constants. The cancellation and non -renewal provisions are in compliance with the New York Workers Compensation Law. When cancellation is due to non-payment of premiums such cancellation shall not be effective until at least ten (10) days after a notice of cancellation of such contract, on a date specified in such notice, shall be filed in the office of the Chair of the Workers Compensation Board and also served on the employer by certified mail. When cancellation is due to any reason other than non-payment of premiums such cancellation shall not be effective until at least thirty (30) days after a notice of cancellation of such contract, on a date specified in such notice, shall be filed in the office of the Chair of the Workers Compensation Board and also served on the employer by certified mail. PN-DWC PN 04 99 01 I (Ed. 02-22) POLICYHOLDER NOTICE YOUR RIGHT TO RATING AND DIVIDEND INFORMATION Information Available to You A. Information Available from Us — Sequoia Insurance Company (1) General questions regarding your policy should be directed to: Sequoia Insurance Company 800 Superior Ave. E., 21st Floor Cleveland, OH 44114 (877) 528-7878 www.amtrustfinancial.com (2) Dividend Calculation. If this is a participating policy (a policy on which a dividend may be paid), upon payment or non-, payment of a dividend, we shall provide a written explanation to you that sets forth the basis of the dividend calculation. The explanation will be in clear, understandable language and will express the dividend as a dollar amount and as a percentage of the earned premium for the policy year on which the dividend is calculated. (3) Claims Information. Pursuant to Sections 3761 and 3762 of the California Labor Code, you are entitled to receive information in our claim files that affects your premium. Copies of documents will be supplied at your expense during reasonable business hours. For claims covered under this policy, we will estimate the ultimate cost of unsettled claims for statistical purposes eighteen months after the policy becomes effective and will report those estimates to the Workers' Compensation Insurance Rating Bureau of California (WCIRB) no later than twenty months after the policy becomes effective. The cost of any settled claims will also be reported at that time. At twelve-month intervals thereafter, we will update and report to the WCIRB the estimated cost of any unsettled claims and the actual final cost of any claims settled in the interim. The amounts we report will be used by the WCIRB to compute your experience modification if you are eligible for experience rating. B. Information Available from the Workers' Compensation Insurance Rating Bureau of California (1) The WCIRB is a licensed rating organization and the California Insurance Commissioner's designated statistical agent. As such, the WCIRB is responsible for administering the California Workers' Compensation Uniform Statistical Reporting Plan- 7995 (USRP) and the California Workers' Compensation Experience Rating Plan-7995 (ERP). WCIRB contact information is: WCIRB, 1901 Harrison Street, 17th Floor, Oakland, CA 94612, Attn: Customer Service; 888.229.2472 (phone); 415.778.7272 (fax); and customerservice@wcirb.com (email). The regulations contained in the USRP and ERP are available for public viewing through the WCIRB's website at wcirb.com. (2) Policyholder Information. Pursuant to California Insurance Code (CIO) Section 11752.6, upon written request, you are entitled to information relating to loss experience, claims, classification assignments, and policy contracts as well as rating plans, rating systems, manual rules, or other information impacting your premium that is maintained in the records of the WCIRB. Complaints and Requests for Action requesting policyholder information should be forwarded to: WCIRB, 1901 Harrison Street, 17th Floor, Oakland, CA 94612, Attn: Custodian of Records. The Custodian of Records can be reached at 415.777.0777 (phone) and 415.778.7272 (fax). (3) Experience Rating Form. Each experience rated risk may receive a single copy of its current Experience Rating Form/Worksheet free of charge by completing a Policyholder Experience Rating Worksheet Request Form on the WCIRB's website at wcirb.com/ratesheet. The Experience Rating Form/Worksheet will include a Loss -Free Rating, which is the experience modification that would have been calculated if $0 (zero) actual losses were incurred during the experience period. This hypothetical rating calculation is provided for informational purposes only. II. Dispute Process You may dispute our actions or the actions of the WCIRB pursuant to CIC Sections 11737 and 11753.1. A. Our Dispute Resolution Process. If you are aggrieved by our decision adopting a change in a classification assignment that results in increased premium, or by the application of our rating system to your workers' compensation insurance, you may dispute these matters with us. If you are dissatisfied with the outcome of the initial dispute with us, you may send us a written Complaint and Request for Action as outlined below. You may send us a written Complaint and Request for Action requesting that we reconsider a change in a classification assignment that results in an increased premium and/or requesting that we review the manner in which our rating system has been applied in connection with the insurance afforded or offered you. Written Complaints and Requests for Action should be forwarded to: AmTrust North America, Inc., 1 Park Plaza, Suite 800, Irvine, CA 92614, or Telephone: (877) 528-7878 or by email at: amtrustcomplaints@amtrustgroup.com After you send your Complaint and Request for Action, we have 30 days to send you a written notice indicating whether your written request will be reviewed. If we agree to review your request, we must conduct the review and issue a decision granting or rejecting your request within 60 days after sending you the written notice granting review. If we decline to review your PN049901I (Ed. 02-22) 1 of 2 PN049901I (Ed. 02-22) request, if you are dissatisfied with the decision upon review, or if we fail to grant or reject your request or issue a decision upon review, you may appeal to the Insurance Commissioner as described in paragraph II.C., below. B. Disputing the Actions of the WCIRB. If you have been aggrieved by any decision, action, or omission to act of the WCIRB, you may request, in writing, that the WCIRB reconsider its decision, action, or omission to act. You may also request, in writing, that the WCIRB review the manner in which its rating system has been applied in connection with the insurance afforded or offered you. For requests related to classification disputes, the reporting of experience, or coverage issues, your initial request for review must be received by the WCIRB within 12 months after the expiration date of the policy to which the request for review pertains, except if the request involves the application of the Revision of Losses rule. For requests related to your experience modification, your initial request for review must be received by the WCIRB within 6 months after the issuance, or 12 months after the expiration date, of the experience modification to which the request for review pertains, whichever is later, except if the request for review involves the application of the Revision of Losses rule. If the request involves the Revision of Losses rule, the time to state your appeal may be longer. (See Section VI, Rule 7 of the ERP). You may commence the review process by sending the WCIRB a written Inquiry. Written Inquiries should be sent to: WCIRB, 1901 Harrison Street, 17th Floor, Oakland, CA 94612, Attn: Customer Service. Customer Service can be reached at 888.229.2472 (phone), 415.778.7272 (fax) and customerservice(awcirb.com (email). If you are dissatisfied with the WCIRB's decision upon an Inquiry, or if the WCIRB fails to respond within 90 days after receipt of the Inquiry, you may pursue the subject of the Inquiry by sending the WCIRB a written Complaint and Request for Action. After you send your Complaint and Request for Action, the WCIRB has 30 days to send you written notice indicating whether your written request will be reviewed. If the WCIRB agrees to review your request, it must conduct the review and issue a decision granting or rejecting your request within 60 days after sending you the written notice granting review. If the WCIRB declines to review your request, if you are dissatisfied with the decision upon review, or if the WCIRB fails to grant or reject your request or issue a decision upon review, you may appeal to the Insurance Commissioner as described in paragraph II.C., below. Written Complaints and Requests for Action should be forwarded to: WCIRB, 1901 Harrison Street, 17th Floor, Oakland, CA 94612, Attn: Complaints and Reconsideration. The WCIRB's contact information is 888.229.2472 (phone), 415.371.5204 (fax) and customerservicewcirb.com (email). C. California Department of Insurance — Appeals to the Insurance Commissioner. After you follow the appropriate dispute resolution process described above, if (1) we or the WCIRB decline to review your request, (2) you are dissatisfied with the decision upon review, or (3) we or the WCIRB fail to grant or reject your request or issue a decision upon review, you may appeal to the Insurance Commissioner pursuant to CIC Sections 11737, 11752.6, 11753.1 and Title 10, California Code of Regulations, Section 2509.40 et seq. You must file your appeal within 30 days after we or the WCIRB send you the notice rejecting review of your Complaint and Request for Action or the decision upon your Complaint and Request for Action. If no written decision regarding your Complaint and Request for Action is sent, your appeal must be filed within 120 days after you sent your Complaint and Request for Action to us or to the WCIRB. The filing address for all appeals to the Insurance Commissioner is: Administrative Hearing Bureau California Department of Insurance 1901 Harrison Street, 3rd Floor Mailroom Oakland, CA 94612 415.538.4243 You have the right to a hearing before the Insurance Commissioner, and our action, or the action of the WCIRB, may be affirmed, modified or reversed. III. Resources Available to You in Obtaining Information and Pursuing Disputes A. Policyholder Ombudsman. Pursuant to California Insurance Code Section 11752.6, a policyholder ombudsman is available at the WCIRB to assist you in obtaining and evaluating the rating, policy, and claims information referenced in I.A. and I.B., above. The ombudsman may advise you on any dispute with us, the WCIRB, or on an appeal to the Insurance Commissioner pursuant to Section 11737 of the Insurance Code. The address of the policyholder ombudsman is WCIRB, 1901 Harrison Street, 17th Floor, Oakland, CA 94612, Attn: Policyholder Ombudsman. The policyholder ombudsman can be reached at 415.778.7159 (phone), 415.371.5288 (fax) and ombudsman@wcirb.com (email). B. California Department of Insurance — Information and Assistance. Information and assistance on policy questions can be obtained from the Department of Insurance Consumer HOTLINE, 800.927.HELP (4357) or insurance.ca.nov. For questions and correspondence regarding appeals to the Administrative Hearing Bureau, see the contact information in paragraph II.C. This notice does not change the policy to which it is attached. PN049901I (Ed. 02-22) 2 of 2 Sequoia Insurance Company An AmTrust Financial Company California Short -Rate Cancellation Disclosure Notice IMPORTANT INFORMATION REGARDING YOUR POLICY The policy for which you have applied contains a cancellation provision that permits us to refund premium on a basis other than pro rata when you cancel the policy. Under the policy for which you have applied, if you cancel the policy, your final premium will be calculated based on the time your policy was in force with us, using the percentage specified in the short -rate cancellation table listed below. SHORT RATE CANCELLATION TABLE FOR A TERM OF ONE YEAR Percent Per cent Percent hays. of Days ❑f nays oaf Policy One Year Policy One Year Policy One Year In Force Prernisn In Force Prerniun In Force Prernitin 1 S'_;. 55- 59 37 5 219-223 65% 2 6 99-102 38 224-228 70 3- 4 7 103-105 39 229-232 71 5- 8 9 108-109 40 233-237 72 7- 8 9 110-113 41 238-241 73 9-10 10 114 116 .a .................. 42 242-246 (8 mos) 74 11-12 11 117-120 ............. 43 247-250 75 13-14 12 121-124 (4 mos.) 44 251-255 76 15-16 13 125-127 45 256-260 77 17-1B .................... 14 128-131 45 261-204 78 19-20 15 132-135 47 265-269 79 21-22 16 136-136 48 270-273 (9 mos.) 80 23-25 17 139-142 49 274-278 81 26-29 18 143-146 50 279-282 82 30-32 (1 rna)..,,,,, 19 147-149 51 283-287 93 33-36 20 150-153 (5 rn0s.).__-- 52 288-291 84 37-40 21 154-156 53 292-296 85 41-43 22 157-160 54 297-301 98 44-47 23 161-164 55 302-305 (10 mos.)... 87 48-51 24 165-167 56 306-310 98 52-54 25 168-171 57 311-314 89 55-58 26 172-175 58 315-319 90 59-62 (2 mos.) 27 176-178 ,,,,.., 59 320-323 91 63-65 28 179-182 (6 mos.). ___. 60 324-328 92 66-69 29 183 187 61 329-332 93 74-73 30 188-191 62 333-337 (11 rms.) 94 74-76 31 192-196 63 338-342 95 77-80 32 197-200 64 343-346 96 81-83 33 201-205 65 347-351 97 84-87 34 206-209 66 352-355 93 88-91 (3 rflos:),,... 35 210-214 (7 mos.) 67 356-360 99 92-94 3B 215-218 68 361-365 (12 rms.)... 100 rA AmTrust INSURANCE Workers' Compensation Claim Reporting Information 24/7 Toll Free Claim Reporting for All States Q;?. (888)239-3909 WorkersCo m pCla i m ReportPAmTrustgrou p.com Information Required for All Claims Reported 1. Name of the insured and policy number 2. Name and contact information of injured worker 3. Date, time and place of accident www.amtrustfinanciar.com 4. Description of accident or incident 5. Name, phone, and/or email of person making the report 6. Any information on the injured workers lost time Early claim reporting is essential to a better claim outcome. Don't delay reporting if you do not have all the details. How do I help my injured worker find a doctor? • We offer an online physician search for all states, www.talispoint.com/amtrust/external • For California, www-lv.talispoint.com/amtrust/campn • For CO, GA, PA & TN, please refer to the panel provided by AmTrust via mail or email How does my injured employee receive prescription medications related to the accident/injury? Refer to the claims kit for your state at www.talispoint.com/amtrust/external for a First Fill card for your injured employee to use at the pharmacy to cover the cost of approved medication. Timely Reporting When a work -related injury occurs, it is important to act immediately. Timely reporting of a new claim helps to provide a smooth and successful claim process for both you and your injured worker. We're Here To Help After your claim has been filed, we may be in touch to obtain additional information. Our goal is to offer a smooth and hassle -free experience - from your first contact to the claims conclusion. Feel free to also call us with any questions. We're here to help. Relax And Stay Positive You have the assurance of our knowledge, expertise, and understanding of the claim process. We're with you all the way. 877.528.7878 I www.amtrustfinancial.com This material is for informational purposes only and is not legal or business advice. Neither AmTrust Financial Services,Inc. nor any of its subsidiaries or affiliates represents or warrants that the information contained herein is appropriate or suitable for any specific business or legal purpose. Readers seeking resolution of specific questions should consult their business and/or legal advisors. Coverages mayvary by location. Contact your local ROM for more information. AmTrust INSURANCE MKT6310 06/23 © 2023, AmTrust Financial Services, Inc. AmTrust North America An AmTrust Financial Company Brainco Technologies, LLC 261 Texas St San Francisco, CA 94107 RE: Workers' Compensation Policy Policy: QWC1402067 Payroll Company: AP Intego Insurance Services LLC Dear Brainco Technologies, LLC, Thank you for choosing AmTrust PAYO (Pay -As -You -Owe) as your workers' compensation payment plan. PAYO provides you a way to pay your workers' compensation premium based on your actual reported payroll. Your payroll company will remit your payroll reports directly to AmTrust on your behalf. Please see the payroll company listed above. If it is not your current payroll provider, or you decide to change your payroll provider any time during the policy period, please notify us immediately at (855) 829-1948. Below is a list of the classification codes currently on your workers' compensation policy, along with a description of each. State Class Code Description of Operations Estimated Annual Payroll Net Rate NY 8810 Clerical Office Employees NOC $45,500 0.004717 CA 8859 Computer Programming or Software Development $559,800 0.000955 When assigning your employees to a specific classification code, please keep in mind that each classification code has a specific description of operations, as well as their own rate per $100 of payroll. If your employees are not properly classified throughout the policy period, it will be corrected at audit and may create an additional premium amount due. Please contact your agent if you have any questions regarding the classification of your employees. If an employee's duties span multiple class codes, i.e.: a bookkeeper who also bakes bread, place their entire payroll in the higher rated classification code. 800 Superior Avenue East, 21 st Floor - Cleveland, OH 44114 (p) 877-528-7878 • www.amtrustnorthamerica.com AmTrust North America An AmTrust Financial Company A fewimpontant things to keep in mind when using the AmT,ustPAYO payment plan: 1) PAYO does not eliminate the need for a Workers' Compensation policy audit. However, if the employees are coded correctly and the payroll reported properly, PAYO will greatly reduce the chance of any large premium difference at time of audit. 2) The net rates for your policy are calculated by AmTrust using the estimated annual payroll provided by you and your agent during the quoting process. It is important that you contact your agent immediately if your estimated annual premium shown above is incorrect, or if your payroll changes significantly during the policy period. Failure to do so will result in an inaccurate net rate factor causing a premium discrepancy, which will be captured at audit. If you notice your estimated annual payroll is either higher or lower than originally estimated, let your agent know so an endorsement request can be made to adjust your payroll and possibly your net rate. 3) Owner/Officer Exemptions and Minimum Payroll Threshold: a. Owner/Officer exemptions - As rules vary by state. Business owners may need to file additional paperwork to exclude themselves from the policy. b. Owner/Officer minimum and maximum payroll thresholds- These payroll threshold requirements vary by state. If Owner/Officers are "included" on the policy yet are not reported through payroll, the Owner/Officer premium will be collected based on the state minimum requirements at the time of audit. 4) If you use independent contractors or subcontractors be sure to obtain a copy of their workers' compensation certificate of insurance. Failure to provide these documents at the time of audit may result in additional premium due. Please discuss these items with your insurance agent. Sincerely, Your AmTrust PAYO Team 800 Superior Avenue East, 21 st Floor - Cleveland, OH 44114 (p) 877-528-7878 • www.amtrustnorthamerica.com AmTrust North America An AmTrust Financial Company Dear Policyholder, In an effort to provide AmTrust customers with a variety of billing options, the below fee structure will be applied to your new policy. This fee structure helps customers to meet payment due dates, ensures that valid and properly funded payments are submitted, and provides an incentive for paid -in -full options. Our fee structure is as follows: Fee Title Fee Amount Description Returned Payment Fee $25 A returned payment fee applied to any returned payment. Late Fee $20 Late fee applied if payment not received on or before payment due date. Installment Fee $15 A "paper" billing fee that is assessed for each mailed installment invoice. Excludes down payment and annual payment plans. Fee is billed at the account level. Reinstatement Fee $50 Fee applied upon reinstatement of a non-payment cancellation. EFT Fee $3 An "electronic" billing fee that is assessed for each ACH Direct Debit transaction. Fee is billed at the account level. *Fee amount may vary by state and program of business For policyholders who choose to pay their annual premium on installments, we plan to implement an installment fee, which will be displayed on your renewal invoice. Thank you for your attention. If you have any questions, feel free to contact our Customer Service Department at 877.528.7878. We value you as a policyholder and appreciate the opportunity to serve you. Sincerely, AmTrust North America Customer Service Department 800 Superior Avenue E • 21st Floor • Cleveland, OH 44114 (p) 866.203.3037 • (f) 800.487.9654 • www.amtrustnorthamerica.com Sequoia Insurance Company A Stock Insurance Company WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 00 01 B 1 of 5 INFORMATION PAGE Ncci Code: 19755 1. Insured: Brainco Technologies, LLC 499 Illinois Street, Suite 100 San Francisco, CA 94158 Other workplaces not shown above: See Extension of Information Page Producer: AP Intego Insurance Group, LLC - NY 1075 Main Street, suite 220 Waltham, MA 02451 Policy Number: QWC1402067 Individual Partnership Corporation or X LLC Federal Tax ID: 992730083 Risk Id: Renewal of: New 2. The policy period is from 10/1/2024 to 10/1/2025 12:01 a.m. at the insured's mailing address. 3. A. Workers Compensation Insurance: Part One of the policy applies to the Workers Compensation Law of the states listed here: California, New York B. Employers Liability Insurance: Part Two of the policy applies to work in each state listed in item 3.A. The limits of our liability under Part Two are: State Bodily Injury by Accident Bodily Injury by Disease Bodily Injury by Disease $1,000,000 each accident $1,000,000 policy limit $1,000,000 each employee C. Other States Insurance: Part Three of the policy applies to the states, if any, listed here: All states except ND, OH, WA, WY and State(s) Designated in Item 3.A D. This policy includes these endorsements and schedules: See Extension of Information Page 4. The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All information required below is subject to verification and change by audit. See Extension of Information Page TOTAL ESTIMATED ANNUAL PREMIUM 715 STATE ASSESSMENT 37 TOTAL ESTIMATED COST 752 Minimum Premium 500 Issue Date: 9/23/2024 Countersigned by: Authorized Representative Sequoia Insurance Company WC 99 00 01 B 2 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: Brainco Technologies, LLC EXTENSION OF INFORMATION PAGE FOR ITEM #1 ITEM 1: NAMED INSURED and WORKPLACES Policy Number. QWC1402067 NAMED INSURED: WORKPLACES: Brainco Technologies, LLC Location Number 1. 261 Texas St San Francisco, CA 94107 Location Number 3. 12 St. Luke's Place New York, NY 10014 Fein: 992730083 Location Number 2. 255 King St San Francisco, CA 94107 Sequoia Insurance Company WC 99 00 01 B 3 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: Brainco Technologies, LLC EXTENSION OF INFORMATION PAGE FOR ITEM #3.D ITEM 3.D: ENDORSEMENT SCHEDULE Policy Number. QWC1402067 State Form Number WC990001 B CA 34-20051008 WC000000C WC000404 WC000406 WC000406A WC000414A WC000419 WC000421 E WC000421F CA CA CA CA CA CA CA NY NY WC000422C WC040301 D WC040310 WC040318C WC040360B WC040421 WC040601 B WC040604A WC310308 WC310313C NY WC310319N NY WC310618A Description DECLARATIONS PAGE CA Important Notice WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY PENDING RATE CHANGE ENDORSEMENT PREMIUM DISCOUNT ENDORSEMENT PREMIUM DISCOUNT ENDORSEMENT NOTIFICATION OF CHANGE IN OWNERSHIP ENDORSEMENT PREMIUM DUE DATE ENDORSEMENT Catastrophe (Other Than Certified Acts of Terrorism) Premium Endorsement CATASTROPHE (OTHER THAN CERTIFIED ACTS OF TERRORISM) PREMIUM ENDORSEMENT TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT POLICY AMENDATORY ENDORSEMENT CALIFORNIA CA DUTY TO DEFEND LIMITED LIABILITY COMPANY COVERAGE/EXCLUSION - CALIFORNIA EMPLOYERS' LIABILITY COVERAGE AMENDATORY ENDORSEMENT - CALIFORNIA CA OPTIONAL PREMIUM INCREASE ENDORSEMENT CALIFORNIA CANCELATION ENDORSEMENT Covid-19 Reporting Requirement Endorsement -California NEWYORK LIMIT OF LIABILITY ENDORSEMENT NEWYORK SOLE PROPRIETORS, PARTNERS AND MEMBERS OF LLC'S, PSLC'S and RLLP'S COVERAGE ENDORSEMENT NEWYORK CONSTRUCTION CLASSIFICATION PREMIUM ADJUSTMENT PROGRAM EXPLANATORY ENDORSEMENT NEWYORK WORKERS COMPENSATION POLICYHOLDER NOTICE OF RIGHT TO APPEAL Sequoia Insurance Company WC 99 00 01 B 4 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: Brainco Technologies, LLC Policy Number. QWC1402067 EXTENSION OF INFORMATION PAGE FOR ITEM #4 ITEM 4: SCHEDULE OF PREMIUMS Classifications Premium Basis Total Estimated Rate Per Estimated # of Code Annual $100 of Annual Emps No. Remuneration Remun. Premium Califomia Computer Programming or Software Development 3 8859 559,800 0.05 280 Manual Premium 280 Total Manual Premium 280 Premium for Increased Limits Part Two: 0% (1000/1000/1000) 9812 0 Total Premium Subject To Experience Modification 280 Experience Modification (N/A) 9898 280 Terrorism 3% 9740 168 Catastrophe (other than Terrorism) 1 % 9741 56 Minimum Premium Adjustment 0990 0 Expense Constant 0900 0 Total CA Premium 504 WCARF 2.4604% 9999 12 UEBTF 0.1505% 9999 1 SIBTF 1.5891% 9999 8 OSHAF 0.7266% 9999 4 LECF 0.7109% 9999 4 FRAUD 0.4122% 9999 2 Total CA Cost 535 New York Clerical Office Employees NOC 1 8810 45,500 0.10 46 Manual Premium 46 Total Manual Premium 46 Premium for Increased Limits Part Two: 0% (1000/1000/1000) 9812 0 Total Premium Subject To Experience Modification 46 Experience Modification (N/A) 9898 46 Terrorism 3% 9740 14 Natural Disasters and Catastrophic Industrial Accidents 0.3% 9741 1 Minimum Premium Adjustment 0990 0 Expense Constant 0900 150 Total NY Premium 211 New York State Assessment 9.2% 0932 6 Total NY Cost 217 TOTAL ESTIMATED ANNUAL PREMIUM 715 STATE ASSESSMENT 37 TOTAL COST 752 Sequoia Insurance Company WC 99 00 01 B 5 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: Brainco Technologies, LLC Policy Number. QWC1402067 PAYMENT SCHEDULE Statement Payment Closing Date Due Date Description Amount Due 11/10/2024 Pay Period 1 of 12 12/10/2024 Pay Period 2 of 12 1/10/2025 Pay Period 3 of 12 2/10/2025 Pay Period 4 of 12 3/10/2025 Pay Period 5 of 12 4/10/2025 Pay Period 6 of 12 5/10/2025 Pay Period 7 of 12 6/10/2025 Pay Period 8 of 12 7/10/2025 Pay Period 9 of 12 8/10/2025 Pay Period 10 of 12 9/10/2025 Pay Period 11 of 12 10/10/2025 Pay Period 12 of 12 $59.00 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 $63.00 Total Cost $752.00 Printed: 9/23/2024 IMPORTANT NOTICE CALIFORNIA WORKERS COMPENSATION REGARDING YOUR INSURANCE POLICY This policy, including all endorsements or riders forming a part thereof, constitutes the entire contract of insurance. No condition, provision, agreement, or understanding not set forth in the policy or in such endorsement or rider shall affect such contract or any rights, duties, or privileges arising therefrom. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 00 00 C (Ed. 1-15) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY In return for the payment of the premium and subject to all terms of this policy, we agree with you as follows: GENERAL SECTION A. The Policy This policy includes at its effective date the Infor- mation Page and all endorsements and schedules listed there. It is a contract of insurance between you (the employer named in Item 1 of the Infor- mation Page) and us (the insurer named on the In- formation Page). The only agreements relating to this insurance are stated in this policy. The terms of this policy may not be changed or waived except by endorsement issued by us to be part of this policy. B. Who is Insured You are insured if you are an employer named in Item 1 of the Information Page. If that employer is a partnership, and if you are one of its partners, you are insured, but only in your capacity as an em- ployer of the partnership's employees. C. Workers Compensation Law Workers Compensation Law means the workers or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page. It includes any amendments to that law which are in effect during the policy period. It does not include any federal workers or workmen's compensation law, any fed- eral occupational disease law or the provisions of any law that provide nonoccupational disability benefits. D. State State means any state of the United States of America, and the District of Columbia. E. Locations This policy covers all of your workplaces listed in Items 1 or 4 of the Information Page; and it covers all other workplaces in Item 3.A. states unless you have other insurance or are self -insured for such workplaces. PART ONE WORKERS COMPENSATION INSURANCE A. How This Insurance Applies This workers compensation insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. Bodily injury by accident must occur during the policy period. 2. Bodily injury by disease must be caused or ag- gravated by the conditions of your employment. The employee's last day of last exposure to the conditions causing or aggravating such bodily in- jury by disease must occur during the policy period. B. We Will Pay We will pay promptly when due the benefits required of you by the workers compensation law. C. We Will Defend We have the right and duty to defend at our expense any claim, proceeding or suit against you for benefits payable by this insurance. We have the right to in- vestigate and settle these claims, proceedings or suits. We have no duty to defend a claim, proceeding or suit that is not covered by this insurance. D. We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding or suit we defend: 1. reasonable expenses incurred at our request, but not loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the amount payable under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this insurance; and 5. expenses we incur. E. Other Insurance We will not pay more than our share of benefits and costs covered by this insurance and other 1 of 6 © Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. WC 00 00 00 C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed. 1-15) insurance or self-insurance. Subject to any limits of liability that may apply, all shares will be equal until the loss is paid. If any insurance or self-insurance is exhausted, the shares of all remaining insurance will be equal until the loss is paid. F. Payments You Must Make You are responsible for any payments in excess of the benefits regularly provided by the workers compensation law including those required because: 1. of your serious and willful misconduct; 2. you knowingly employ an employee in violation of law; 3. you fail to comply with a health or safety law or regulation; or 4. you discharge, coerce or otherwise discriminate against any employee in violation of the workers compensation law. If we make any payments in excess of the benefits regularly provided by the workers compensation law on your behalf, you will reimburse us promptly. G. Recovery From Others We have your rights, and the rights of persons enti- tled to the benefits of this insurance, to recover our payments from anyone liable for the injury. You will do everything necessary to protect those rights for us and to help us enforce them. H. Statutory Provisions These statements apply where they are required by law. 1. As between an injured worker and us, we have notice of the injury when you have notice. 2. Your default or the bankruptcy or insolvency of you or your estate will not relieve us of our du- ties under this insurance after an injury occurs. 3. We are directly and primarily liable to any per- son entitled to the benefits payable by this in- surance. Those persons may enforce our duties; so may an agency authorized by law. Enforce- ment may be against us or against you and us. 4. Jurisdiction over you is jurisdiction over us for purposes of the workers compensation law. We are bound by decisions against you under that law, subject to the provisions of this policy that are not in conflict with that law. 5. This insurance conforms to the parts of the 2 of 6 workers compensation law that apply to: a. benefits payable by this insurance; b. special taxes, payments into security or oth- er special funds, and assessments payable by us under that law. 6. Terms of this insurance that conflict with the workers compensation law are changed by this statement to conform to that law. Nothing in these paragraphs relieves you of your du- ties under this policy. PART TWO EMPLOYERS LIABILITY INSURANCE A. How This Insurance Applies This employers liability insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must arise out of and in the course of the injured employee's employment by you. 2. The employment must be necessary or inci- dental to your work in a state or territory listed in Item 3.A. of the Information Page. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or ag- gravated by the conditions of your employment. The employee's last day of last exposure to the conditions causing or aggravating such bodily in- jury by disease must occur during the policy period. 5. If you are sued, the original suit and any related legal actions for damages for bodily injury by ac- cident or by disease must be brought in the United States of America, its territories or pos- sessions, or Canada. B. We Will Pay We will pay all sums that you legally must pay as damages because of bodily injury to your employ- ees, provided the bodily injury is covered by this Employers Liability Insurance. The damages we will pay, where recovery is permit- ted by law, include damages: 1. For which you are liable to a third party by rea- son of a claim or suit against you by that third party to recover the damages claimed against © Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 00 00 C (Ed. 1-15) such third party as a result of injury to your em- ployee; 2. For care and loss of services; and 3. For consequential bodily injury to a spouse, child, parent, brother or sister of the injured em- ployee; provided that these damages are the di- rect consequence of bodily injury that arises out of and in the course of the injured employee's employment by you; and 4. Because of bodily injury to your employee that arises out of and in the course of employment, claimed against you in a capacity other than as employer. C. Exclusions This insurance does not cover: 1. Liability assumed under a contract. This exclu- sion does not apply to a warranty that your work will be done in a workmanlike manner; 2. Punitive or exemplary damages because of bodi- ly injury to an employee employed in violation of law; 3. Bodily injury to an employee while employed in violation of law with your actual knowledge or the actual knowledge of any of your executive offic- ers; 4. Any obligation imposed by a workers compensa- tion, occupational disease, unemployment com- pensation, or disability benefits law, or any simi- lar law; 5. Bodily injury intentionally caused or aggravated by you; 6. Bodily injury occurring outside the United States of America, its territories or possessions, and Canada. This exclusion does not apply to bodily injury to a citizen or resident of the United States of America or Canada who is temporarily outside these countries; 7. Damages arising out of coercion, criticism, de- motion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimina- tion against or termination of any employee, or any personnel practices, policies, acts or omis- sions; 8. Bodily injury to any person in work subject to the Longshore and Harbor Workers' Compensation Act (33 U.S.C. Sections 901 et seq.), the Nonap- propriated Fund Instrumentalities Act (5 U.S.C. Sections 8171 et seq.), the Outer Continental Shelf Lands Act (43 U.S.C. Sections 1331 et seq.), the Defense Base Act (42 U.S.C. Sections 1651-1654), the Federal Mine Safety and Health Act (30 U.S.C. Sections 801 et seq. and 901- 944), any other federal workers or workmen's compensation law or other federal occupational disease law, or any amendments to these laws; 3 of 6 9. Bodily injury to any person in work subject to the Federal Employers' Liability Act (45 U.S.C. Sec- tions 51 et seq.), any other federal laws obligat- ing an employer to pay damages to an employee due to bodily injury arising out of or in the course of employment, or any amendments to those laws; 10.Bodily injury to a master or member of the crew of any vessel, and does not cover punitive dam- ages related to your duty or obligation to provide transportation, wages, maintenance, and cure under any applicable maritime law; 11.Fines or penalties imposed for violation of federal or state law; and 12.Damages payable under the Migrant and Sea- sonal Agricultural Worker Protection Act (29 U.S.C. Sections 1801 et seq.) and under any other federal law awarding damages for violation of those laws or regulations issued thereunder, and any amendments to those laws. D. We Will Defend We have the right and duty to defend, at our ex- pense, any claim, proceeding or suit against you for damages payable by this insurance. We have the right to investigate and settle these claims, proceed- ings and suits. We have no duty to defend a claim, proceeding or suit that is not covered by this insurance. We have no duty to defend or continue defending after we have paid our applicable limit of liability under this insurance. E. We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. Reasonable expenses incurred at our request, but not loss of earnings; 2. Premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. Litigation costs taxed against you; 4. Interest on a judgment as required by law until we offer the amount due under this insurance; and 5. Expenses we incur. © Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. WC 00 00 00 C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed. 1-15) F. Other Insurance We will not pay more than our share of damages and costs covered by this insurance and other in- surance or self-insurance. Subject to any limits of li- ability that apply, all shares will be equal until the loss is paid. If any insurance or self-insurance is ex- hausted, the shares of all remaining insurance and self-insurance will be equal until the loss is paid. G. Limits of Liability Our liability to pay for damages is limited. Our limits of liability are shown in Item 3.B. of the Information Page. They apply as explained below. 1. Bodily Injury by Accident. The limit shown for "bodily injury by accident —each accident" is the most we will pay for all damages covered by this insurance because of bodily injury to one or more employees in any one accident. A disease is not bodily injury by accident unless it results directly from bodily injury by accident. 2. Bodily Injury by Disease. The limit shown for "bodily injury by disease —policy limit" is the most we will pay for all damages covered by this insurance and arising out of bodily injury by dis- ease, regardless of the number of employees who sustain bodily injury by disease. The limit shown for "bodily injury by disease —each em- ployee" is the most we will pay for all damages because of bodily injury by disease to any one employee. Bodily injury by disease does not include dis- ease that results directly from a bodily injury by accident. 3. We will not pay any claims for damages after we have paid the applicable limit of our liability un- der this insurance. H. Recovery From Others We have your rights to recover our payment from anyone liable for an injury covered by this insurance. You will do everything necessary to protect those rights for us and to help us enforce them. I. Actions Against Us There will be no right of action against us under this insurance unless: 1. You have complied with all the terms of this poli- cy; and 4 of 6 2. The amount you owe has been determined with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a defendant in an action against you to deter- mine your liability. The bankruptcy or insolvency of you or your estate will not relieve us of our obliga- tions under this Part. PART THREE OTHER STATES INSURANCE A. How This Insurance Applies 1. This other states insurance applies only if one or more states are shown in Item 3.C. of the Infor- mation Page. 2. If you begin work in any one of those states after the effective date of this policy and are not in- sured or are not self -insured for such work, all provisions of the policy will apply as though that state were listed in Item 3.A. of the Information Page. 3. We will reimburse you for the benefits required by the workers compensation law of that state if we are not permitted to pay the benefits directly to persons entitled to them. 4. If you have work on the effective date of this pol- icy in any state not listed in Item 3.A. of the In- formation Page, coverage will not be afforded for that state unless we are notified within thirty days. B. Notice Tell us at once if you begin work in any state listed in Item 3.C. of the Information Page. PART FOUR YOUR DUTIES IF INJURY OCCURS Tell us at once if injury occurs that may be covered by this policy. Your other duties are listed here. 1. Provide for immediate medical and other ser- vices required by the workers compensation law. 2. Give us or our agent the names and addresses of the injured persons and of witnesses, and other information we may need. 3. Promptly give us all notices, demands and legal © Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 00 00 C (Ed. 1-15) papers related to the injury, claim, proceeding or suit. 4. Cooperate with us and assist us, as we may re- quest, in the investigation, settlement or defense of any claim, proceeding or suit. 5. Do nothing after an injury occurs that would in- terfere with our right to recover from others. 6. Do not voluntarily make payments, assume obli- gations or incur expenses, except at your own cost. PART FIVE PREMIUM A. Our Manuals All premium for this policy will be determined by our manuals of rules, rates, rating plans and classifica- tions. We may change our manuals and apply the changes to this policy if authorized by law or a gov- ernmental agency regulating this insurance. B. Classifications Item 4 of the Information Page shows the rate and premium basis for certain business or work classifi- cations. These classifications were assigned based on an estimate of the exposures you would have during the policy period. If your actual exposures are not properly described by those classifications, we will assign proper classifications, rates and premium basis by endorsement to this policy. C. Remuneration Premium for each work classification is determined by multiplying a rate times a premium basis. Remu- neration is the most common premium basis. This premium basis includes payroll and all other remu- neration paid or payable during the policy period for the services of: 1. all your officers and employees engaged in work covered by this policy; and 2. all other persons engaged in work that could make us liable under Part One (Workers Com- pensation Insurance) of this policy. If you do not have payroll records for these persons, the con- tract price for their services and materials may be used as the premium basis. This paragraph 2 will not apply if you give us proof that the em- ployers of these persons lawfully secured their workers compensation obligations. D. Premium Payments You will pay all premium when due. You will pay the premium even if part or all of a workers compensa- tion law is not valid. E. Final Premium The premium shown on the Information Page, schedules, and endorsements is an estimate. The final premium will be determined after this policy ends by using the actual, not the estimated, premi- um basis and the proper classifications and rates that lawfully apply to the business and work covered by this policy. If the final premium is more than the premium you paid to us, you must pay us the bal- ance. If it is less, we will refund the balance to you. The final premium will not be less than the highest minimum premium for the classifications covered by this policy. If this policy is canceled, final premium will be de- termined in the following way unless our manuals provide otherwise: 1. If we cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the pro rata share of the minimum premium. 2. If you cancel, final premium will be more than pro rata; it will be based on the time this policy was in force, and increased by our short -rate cancelation table and procedure. Final premium will not be less than the minimum premium. F. Records You will keep records of information needed to com- pute premium. You will provide us with copies of those records when we ask for them. G. Audit You will let us examine and audit all your records that relate to this policy. These records include ledg- ers, journals, registers, vouchers, contracts, tax re- ports, payroll and disbursement records, and pro- grams for storing and retrieving data. We may con- duct the audits during regular business hours during the policy period and within three years after the pol- icy period ends. Information developed by audit will be used to determine final premium. Insurance rate service organizations have the same rights we have under this provision. 5 of 6 © Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. WC 00 00 00 C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed. 1-15) PART SIX CONDITIONS A. Inspection We have the right, but are not obliged to inspect your workplaces at any time. Our inspections are not safety inspections. They relate only to the insurabil- ity of the workplaces and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While they may help reduce losses, we do not undertake to perform the duty of any person to provide for the health or safety of your employees or the public. We do not warrant that your workplaces are safe or healthful or that they comply with laws, regulations, codes or standards. Insurance rate service organiza- tions have the same rights we have under this provision. B. Long Term Policy If the policy period is longer than one year and six- teen days, all provisions of this policy will apply as though a new policy were issued on each annual anniversary that this policy is in force. C. Transfer of Your Rights and Duties Your rights or duties under this policy may not be transferred without our written consent. D. If you die and we receive notice within thirty days af- ter your death, we will cover your legal representa- tive as insured. Cancelation 1. You may cancel this policy. You must mail or de- liver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy. We must mail or de- liver to you not less than ten days advance writ- ten notice stating when the cancelation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 3. The policy period will end on the day and hour stated in the cancelation notice. 4. Any of these provisions that conflict with a law that controls the cancelation of the insurance in this policy is changed by this statement to com- ply with the law. E. Sole Representative The insured first named in Item 1 of the Information Page will act on behalf of all insureds to change this policy, receive return premium, and give or receive notice of cancelation. 6 of 6 © Copyright 2013 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 04 (Ed. 04-84) PENDING RATE CHANGE ENDORSEMENT A rate change filing is being considered by the proper regulatory authority. The filing may result in rates different from the rates shown on the policy. If it does, we will issue an endorsement to show the new rates and their effective date. If only one state is shown in Item 3.A. of the Information Page, this endorsement applies to that state. If more than one state is shown there, this endorsement applies only in the state shown in the Schedule. Schedule State NY This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 00 04 04 (Ed. 04-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 06 (Ed. 8-84) PREMIUM DISCOUNT ENDORSEMENT The premium for this policy and the policies, if any, listed in Item 3 of the Schedule may be eligible for a discount. This endorsement shows your estimated discount in Items 1 or 2 of the Schedule. The final calculation of premium discount will be determined by our manuals and your premium basis as determined by audit. Premium subject to retrospective rating is not subject to premium discount. Schedule 1. State Estimated Eligible Premium New York 2. Average Percentage Discount: 0% 3. Other policies: First Next Next $5,000 $100,000 $500,000 0% 10.9% 12.6% Balance 14.4% 4. If there are no entries in Items 1, 2 and 3 of the Schedule, see the Premium Discount Endorsement attached to your policy number: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 00 04 06 (Ed. 8-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 06 A (Ed. 7-95) PREMIUM DISCOUNT ENDORSEMENT The premium for this policy and the policies, if any, listed in Item 3 of the Schedule may be eligible fora discount. This endorsement shows your estimated discount in Items 1 or 2 of the Schedule. The final calculation of premium discount will be determined by our manuals and your premium basis as determined by audit. Premium subject to retrospective rating is not subject to premium discount. Schedule 1. State Estimated Eligible Premium California First Next Next $5,000 $100,000 0% 3.5% $500,000 5% Balance 7% 2. Average percentage discount: 0 % 3. Other policies: 4. If there are no entries in Items 1, 2 and 3 of the Schedule, see the Premium Discount Endorsement attached to your policy number: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 00 04 06 A (Ed. 7-95) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 14 A (Ed. 01-19) 90-DAY REPORTING REQUIREMENT —NOTIFICATION OF CHANGE IN OWNERSHIP ENDORSEMENT You must report any change in ownership to us in writing within 90 days of the date of the change. Change in ownership includes sales, purchases, other transfers, mergers, consolidations, dissolutions, formations of a new entity, and other changes provided for in the applicable experience rating plan. Experience rating is mandatory for all eligible insureds. The experience rating modification factor, if any, applicable to this policy, may change if there is a change in your ownership or in that of one or more of the entities eligible to be combined with you for experience rating purposes. Failure to report any change in ownership, regardless of whether the change is reported within 90 days of such change, may result in revision of the experience rating modification factor used to determine your premium. This reporting requirement applies regardless of whether an experience rating modification is currently applicable to this policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 00 04 14 A (Ed. 01-19) © Copyright 2017 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 19 (Ed. 1-01) PREMIUM DUE DATE ENDORSEMENT This endorsement is used to amend: Section D. of Part Five of the policy is replaced by this provision. PART FIVE PREMIUM D. Premium is amended to read: You will pay all premium when due. You will pay the premium even if part or all of a workers compensation law is not valid. The due date for audit and retrospective premiums is the date of the billing. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. Insured Brainco Technologies, LLC Premium $715 Insurance Company Sequoia Insurance Company WC 00 04 19 (Ed. 1-01) © 2000 National Council on Compensation Insurance, Inc. Countersigned by WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 21 E (Ed. 01-21) CATASTROPHE (OTHER THAN CERTIFIED ACTS OF TERRORISM) PREMIUM ENDORSEMENT This endorsement is notification that your insurance carrier is charging premium to cover the losses that may occur in the event of a Catastrophe (Other Than Certified Acts of Terrorism) as that term is defined below. Your policy provides coverage for workers compensation losses caused by a Catastrophe (Other Than Certified Acts of Terrorism). This premium charge does not provide funding for Certified Acts of Terrorism contemplated under the Terrorism Risk Insurance Program Reauthorization Act Disclosure Endorsement (WC 00 04 22 C), attached to this policy For purposes of this endorsement, the following definitions apply: • Catastrophe (Other Than Certified Acts of Terrorism): Any single event, resulting from an Earthquake, Noncertified Act of Terrorism, or Catastrophic Industrial Accident, which results in aggregate workers compensation losses in excess of $50 million • Earthquake: The shaking and vibration at the surface of the earth resulting from underground movement along a fault plane or from volcanic activity. • Noncertified Act of Terrorism: An event that is not certified as an Act of Terrorism by the Secretary of the Treasury pursuant to the Terrorism Risk Insurance Act of 2002 (as amended) but that meets all of the following criteria: a. It is an act that is violent or dangerous to human life, property, or infrastructure; b. The act results in damage within the United States, or outside of the United States in the case of the premises of United States missions or air carriers or vessels as those terms are defined in the Terrorism Risk Insurance Act of 2002 (as amended); and c. It is an act that has been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. • Catastrophic Industrial Accident: A chemical release, large explosion, or small blast that is localized in nature and affects workers in a small perimeter the size of a building. The premium charge for the coverage your policy provides for workers compensation losses caused by a Catastrophe (Other Than Certified Acts of Terrorism) is shown in Item 4 of the Information Page or in the Schedule below. Schedule State Rate Premium NY 0.003 $1.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 00 04 21 E (Ed. 01-21) © Copyright 2020 National Council on Compensation Insurance, Inc. All rights reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 21 F (Ed. 08-2022 Countrywide, Ed. 07-2022 in Texas) Catastrophe (Other Than Certified Acts of Terrorism) Premium Endorsement This endorsement is notification that we are charging premium to cover the losses that may occur in the event of a Catastrophe (Other Than Certified Acts of Terrorism) as that term is defined below. Your policy provides coverage for workers compensation losses caused by a Catastrophe (Other Than Certified Acts of Terrorism). Coverage for such losses is subject to all terms, definitions, exclusions, and conditions in your policy, and any applicable federal and/or state laws, rules, or regulations. This premium charge does not provide funding for Certified Acts of Terrorism contemplated under the Terrorism Risk Insurance Program Reauthorization Act Disclosure Endorsement attached to this policy. For purposes of this endorsement, Catastrophe (Other Than Certified Acts of Terrorism) is defined as: A single event or peril resulting in a group of claims with aggregate workers compensation losses in excess of $50 million. This $50 million threshold applies per occurrence, across all states for which claims arise from a single event or peril. The premium charge for the coverage your policy provides for workers compensation losses caused by a Catastrophe (Other Than Certified Acts of Terrorism) is shown in Item 4 of the Information Page or in the Schedule below. Schedule State Rate Premium CA 0.010 $56.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 00 04 21 F (Ed. 08-2022 Countrywide, Ed. 07-2022 in Texas) © Copyright 2021 National Council on Compensation Insurance, Inc. All rights reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 22 C (Ed. 01-21) TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT This endorsement addresses the requirements of the Terrorism Risk Insurance Act of 2002 as amended and extended by the Terrorism Risk Insurance Program Reauthorization Act of 2019. It serves to notify you of certain limitations under the Act, and that your insurance carrier is charging premium for losses that may occur in the event of an Act of Terrorism. Your policy provides coverage for workers compensation losses caused by Acts of Terrorism, including workers compensation benefit obligations dictated by state law. Coverage for such losses is still subject to all terms, definitions, exclusions, and conditions in your policy, and any applicable federal and/or state laws, rules, or regulations. Definitions The definitions provided in this endorsement are based on and have the same meaning as the definitions in the Act. If words or phrases not defined in this endorsement are defined in the Act, the definitions in the Act will apply. "Act" means the Terrorism Risk Insurance Act of 2002, which took effect on November 26, 2002, and any amendments thereto, including any amendments resulting from the Terrorism Risk Insurance Program Reauthorization Act of 2019. "Act Of Terrorism" means any act that is certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security, and the Attorney General of the United States, as meeting all of the following requirements: a. The act is an act of terrorism. b. The act is violent or dangerous to human life, property, or infrastructure. The act resulted in damage within the United States, or outside of the United States in the case of the premises of United c. States missions or certain air carriers or vessels. The act has been committed by an individual or individuals as part of an effort to coerce the civilian population of the United d. States or to influence the policy or affect the conduct of the United States Government by coercion. "Insured Loss" means any loss resulting from an act of terrorism (and, except for Pennsylvania, including an act of war, in the case of workers compensation) that is covered by primary or excess property and casualty insurance issued by an insurer if the loss occurs in the United States or at the premises of United States missions or to certain air carriers or vessels. "Insurer Deductible" means, for the period beginning on January 1, 2021, and ending on December 31, 2027, an amount equal to 20% of our direct earned premiums during the immediately preceding calendar year. Limitation of Liability The Act limits our liability to you under this policy. If aggregate Insured Losses exceed $100,000,000,000 in a calendar year and if we have met our Insurer Deductible, we are not liable for the payment of any portion of the amount of Insured Losses that exceeds $100,000,000,000; and for aggregate Insured Losses up to $100,000,000,000, we will pay only a pro rata share of such Insured Losses as determined by the Secretary of the Treasury. Policyholder Disclosure Notice 1. Insured Losses would be partially reimbursed by the United States Government. If the aggregate industry Insured Losses occurring in any calendar year exceed $200,000,000, the United States Government would pay 80% of our Insured Losses that exceed our Insurer Deductible. 2. Notwithstanding item 1 above, the United States Government will not make any payment under the Act for any portion of Insured Losses that exceed $100,000,000,000. 3. The premium charge for the coverage your policy provides for Insured Losses is included in the amount shown in Item 4 of the Information Page or in the Schedule below. WC 00 04 22 C (Ed. 01-21) © Copyright 2020 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 22 C (Ed. 01-21) Schedule State Rate Premium CA 0.03 $168.00 NY 0.03 $14.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 00 04 22 C (Ed. 01-21) © Copyright 2020 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 01 D (Ed. 02-18) POLICY AMENDATORY ENDORSEMENT—CALIFORNIA It is agreed that, anything in the policy to the contrary notwithstanding, such insurance as is afforded by this policy by reason of the designation of California in Item 3 of the Information Page is subject to the following provisions: 1. Minors Illegally Employed — Not Insured. This policy does not cover liability for additional compensation imposed on you under Section 4557, Division IV, Labor Code of the State of California, by reason of injury to an employee under sixteen years of age and illegally employed at the time of injury. 2. Punitive or Exemplary Damages — Uninsurable. This policy does not cover punitive or exemplary damages where insurance of liability therefor is prohibited by law or contrary to public policy. 3. Increase in Indemnity Payment — Reimbursement. You are obligated to reimburse us for the amount of increase in indemnity payments made pursuant to Subdivision (d) of Section 4650 of the California Labor Code, if the late indemnity payment which gives rise to the increase in the amount of payment is due less than seven (7) days after we receive the completed claim form from you. You are obligated to reimburse us for any increase in indemnity payments not covered under this policy and will reimburse us for any increase in indemnity payment not covered under the policy when the aggregate total amount of the reimbursement payments paid in a policy year exceeds one hundred dollars ($100). If we notify you in writing, within 30 days of the payment, that you are obligated to reimburse us, we will bill you for the amount of increase in indemnity payment and collect it no later than the final audit. You will have 60 days, following notice of the obligation to reimburse, to appeal the decision of the insurer to the Department of Insurance. 4. Application of Policy. Part One, "Workers Compensation Insurance", A, "How This Insurance Applies", is amended to read as follows: This workers compensation insurance applies to bodily injury by accident or disease, including death resulting therefrom. Bodily injury by accident must occur during the policy period. Bodily injury by disease must be caused or aggravated by the conditions of your employment. Your employee's exposure to those conditions causing or aggravating such bodily injury by disease must occur during the policy period. 5. Rate Changes. The premium and rates with respect to the insurance provided by this policy by reason of the designation of California in Item 3 of the Information Page are subject to change if ordered by the Insurance Commissioner of the State of California pursuant to Section 11737 of the California Insurance Code. 6. Long Term Policy. If this policy is written for a period longer than one year, all the provisions of this policy shall apply separately to each consecutive twelve-month period or, if the first or last consecutive period is less than twelve months, to such period of less than twelve months, in the same manner as if a separate policy had been written for each consecutive period. 7. Statutory Provision. Your employee has a first lien upon any amount which becomes owing to you by us on account of this policy, and in the case of your legal incapacity or inability to receive the money and pay it to the claimant, we will pay it directly to the claimant. 8. Part Five, "Premium", E, "Final Premium", is amended to read as follows: The premium shown on the Information Page, schedules, and endorsements is an estimate. The final premium will be determined after this policy ends by using the actual, not the estimated, premium basis and the proper classifications and rates that lawfully apply to the business and work covered by this policy. If the final premium is more than the premium you paid to us, you must pay us the balance. If it is less, we will refund the balance to you. The final premium will not be less than the highest minimum premium for the classifications covered by this policy. If this policy is canceled, final premium will be determined in the following way unless our manuals provide otherwise: a. If we cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the pro rata share of the minimum premium. b. If you cancel, final premium may be more than pro rata; it will be based on the time this policy was in force, and may be increased by our short -rate cancelation table and procedure. Final premium will not be less than the pro rata share of the minimum premium. 1 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 01 D (Ed. 02-18) It is further agreed that this policy, including all endorsements forming a part thereof, constitutes the entire contract of insurance. No condition, provision, agreement, or understanding not set forth in this policy or such endorsements shall affect such contract or any rights, duties, or privileges arising therefrom. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. Insured Brainco Technologies, LLC Insurance Company Sequoia Insurance Company Countersigned by 2 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 10 (Ed. 01-95) DUTY TO DEFEND-CALIFORNIA The insurance afforded by Part One, Section C,"We WII Defend", is hereby deleted and replaced with the following: WE WILL DEFEND We have the right and duty to defend at our expense any claim or proceeding against you before the California Workers' Compensation Appeals Board or its equivalent in any other state (and any appeal of a decision therefrom) for the benefits payable by this workers' compensation insurance. We have the right to investigate and settle these claims or proceedings. We have no duty to defend a claim, proceeding, or suit that is not covered by this insurance. Nothing contained in this Section shall amend, modify, restrict, or otherwise alter any obligations or conditions under Part Two — Employer's Liability Insurance of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 04 03 10 (Ed. 01-95) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 18 C (Ed. 07-18) ENDORSEMENT AGREEMENT LIMITING AND RESTRICTING THIS INSURANCE LIMITED LIABILITY COMPANY COVERAGE / EXCLUSION-CALIFORNIA If the employer named in Item 1 of the Information Page is a limited liability company, this policy applies to all working members receiving wages irrespective of profits from the limited liability company, as employees, except those managing members excluded below. The insurance under this policy is limited as follows: It is AGREED that, anything in this policy to the contrary notwithstanding, this policy DOES NOT INSURE: Managing Members/Trustees Excluded Title Elad Gil Nothing in this endorsement shall be held to vary, alter, waive or extend any of the terms, conditions, agreements, or limitations of this policy other than as above stated. Nothing elsewhere in this policy shall be held to vary, alter, waive or limit the terms, conditions, agreements or limitations in this endorsement. It is further agreed that "remuneration" when used as a premium basis for such insurance as is afforded by this policy shall not include the remuneration of any person excluded from coverage in accordance with the foregoing. FAILURE TO SECURE THE PAYMENT OF FULL COMPENSATION BENEFITS FOR ALL EMPLOYEES AS REQUIRED BY LABOR CODE SECTION 3700 IS A VIOLATION OF LAW AND MAY SUBJECT THE EMPLOYER TO THE IMPOSITION OF A WORK STOP ORDER, LARGE FINES AND OTHER SUBSTANTIAL PENALTIES (Labor Code Section 3710.1, et seq.). This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Insurance Company Sequoia Insurance Company Countersigned by WC040318C (Ed. 07-18) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 60 B (Ed. 1-15) EMPLOYERS' LIABILITY COVERAGE AMENDATORY ENDORSEMENT-CALIFORNIA The insurance afforded by Part Two (Employers' Liability Insurance) by reason of designation of California in item 3 of the information page is subject to the following provisions: A "How This Insurance Applies," is amended to read as follows: A. How This Insurance Applies This employers' liability insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury means a physical injury, including resulting death. 1. The bodily injury must arise out of and in the course of the injured employee's employment by you. 2. The employment must be necessary or incidental to your work in California. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. 5. If you are sued, the original suit and any related legal actions for damages for bodily injury by accident or by disease must be brought in the United States of America, its territories or possessions, or Canada. E. The "Exclusions" section is modified as follows (all other exclusions in the "Exclusions" section remain as is): 1. Exclusion 1 is amended to read as follows: 1. liability assumed under a contract. 2. Exclusion 2 is deleted. 3. Exclusion 7 is amended to read as follows: 7. damages arising out of coercion, criticism, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination against or termination of any employee, termination of employment, or any personnel practices, policies, acts or omissions. 4. The following exclusions are added: 1. bodily injury to any member of the flying crew of any aircraft. 2. bodily injury to an employee when you are deprived of statutory or common law defenses or are subject to penalty because of your failure to secure your obligations under the workers' compensation law(s) applicable to you or otherwise fail to comply with that law. 3. liability arising from California Labor Code Section 2810.3 which relates to labor contracting. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Insurance Company Sequoia Insurance Company Countersigned by WC 04 03 60 B (Ed. 1-15) © Copyright 2015 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Comensation Insurance Forms Manual © 2001. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 04 21 (Ed. 1-08) OPTIONAL PREMIUM INCREASE ENDORSEMENT — CALIFORNIA You must provide us, or our authorized representative, access to records necessary to perform a payroll verification audit. If you fail to provide access within 90 days after expiration of the policy, you are liable to pay a total premium equal to 3 times our current estimate of the annual premium for your policy. In addition, if you fail to provide access after our third request within a 90 day or longer period, you are also liable for our costs in attempting to perform the audit unless you provide a compelling business reason for your failure. We will contact you to schedule appointments during normal business hours. We will notify you of your failure to provide access by mailing a certified, return -receipt document stating the increased premium and the total amount of our costs incurred in our attempt(s) to perform an audit. In addition to any other obligations under this contract, 30 days after you receive the notification, you will be obligated to pay the total premium and costs referenced above. If, thereafter, you provide access to your records within three years after the policy expires, or within another mutually agreed upon time, and we succeed in performing the audit to our satisfaction, we will revise your total premium and the costs due to reflect the results of the audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 04 04 21 (Ed. 1-08) © Copyright 2007 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 06 01 B (Ed. 01-22) CALIFORNIA CANCELATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Material failure to comply with federal or state safety orders or written recommendations of our designated loss control representatives; h. The occurrence of a material change in the ownership of your business; i. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; j. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; k. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancelation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Items (g) through (k), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. If we mail the notice to you, the stated periods of notice and your right to remedy the condition will be extended by 5 days if the place of mailing and your mailing address is within California, 10 days if the place of mailing or your mailing address is outside of California and 20 days if the place of mailing or your mailing address is outside of the United States. 5. The policy period will end on the day and hour stated in the cancelation notice. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 04 06 01 B (Ed. 01-22) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 06 04 A (Ed. 01-23) COVID-19 REPORTING REQUIREMENT ENDORSEMENT - CALIFORNIA In addition to the requirements under Part 4, "Your Duties If Injury Occurs" of your policy, If you have five or more employees and an employee that is not described in California Labor Code section 3212.87 tests positive for COVID-19, you are required to report the following information as provided below. Pursuant to California Labor Code Section 3212.88(i), when you know, or reasonably should know, that an employee has tested positive for COVID-19 between September 17, 2020 and January 1, 2024, you must report to your claims administrator in writing via electronic mail or facsimile within 3 business days all of the following: (1) An employee has tested positive. For purposes of this reporting, do not provide any personally identifiable information regarding the employee who tested positive for COVID-19 unless the employee asserts the infection is work related or has filed a claim form pursuant to California Labor Code Section 5401. (2) The date that the employee tests positive, which is the date the specimen was collected for testing. (3) The specific address or addresses of the employee's specific place of employment during the 14-day period preceding the date of the employee's positive test. (4) The highest number of employees who reported to work at the employee's specific place of employment in the 45-day period preceding the last day the employee worked at each specific place of employment. Labor Code Section 3212.88(j) states that the intentional submission of false or misleading information or the failure to report the above information as required may subject you to a civil penalty in the amount of up to $10,000 to be assessed by the Labor Commissioner. For the purposes of these reporting requirements, California Labor Code Section 3212.88(m) provides the following: (1) "COVID-19" means the 2019 novel coronavirus disease. (2) "Test" or "testing" means a PCR (Polymerase Chain Reaction) test approved for use or approved for emergency use by the United States Food and Drug Administration to detect the presence of viral RNA. "Test" or "testing" does not include serologic testing, also known as antibody testing. "Test" or "testing" may include any other viral culture test approved for use or approved for emergency use by the United States Food and Drug Administration to detect the presence of viral RNA which has the same or higher sensitivity and specificity as the PCR test. "A specific place of employment" means the building, store, facility, or agricultural field where an employee performs work at the employer's direction. "A specific place of employment" does not include the employee's home or residence, unless the employee provides home health care services to another individual at the employee's home or residence. (3) 1 of 2 WC 04 06 04 A (Ed. 01-23) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 06 04 A (Ed. 01-23) 24/7 Toll -Free COVID-19 Claim Reporting for all AmTrust carriers: Phone: (888) 239-3909 Email: WorkersCompClaimReport@AmTrustgroup.com OR Visit this webpage: amtrustfinancial.com/sb1159 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by 2 of 2 WC 04 06 04 A (Ed. 01-23) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 31 03 08 NEWYORK LIMIT OF LIABILITY ENDORSEMENT This endorsement applies only to the insurance provided by Part Two (Employers Liability Insurance) because New York is shown in Item 3.A. of the Information Page. We may not limit our liability to pay damages for which we become legally liable to pay because of bodily injury to your employees if the bodily injury arises out of and in the course of employment that is subject to and is compensable under the Workers' Compensation Law of New York. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 31 03 13 C NEWYORK SOLE PROPRIETORS, PARTNERS AND MEMBERS OF LLC's, PSLC's AND RLLP's COVERAGE ENDORSEMENT An election was made on behalf of each sole proprietor, partner or LLC, PSLC, RLLP and member as defined in Rule VIII (B)(1) of the New York Workers' Compensation and Employers' Liability Manual named in the Schedule to be subject to the New York Workers' Compensation Law. The premium basis for the policy includes the remuneration of such persons. Schedule Sole Proprietor: Partners: Members: Eric Wu This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 31 03 13 C © Copyright 2011 New York Compensation Insurance Rating Board. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 31 03 19 N NEWYORK CONSTRUCTION CLASSIFICATION PREMIUM ADJUSTMENT PROGRAM EXPLANATORY ENDORSEMENT The New York Construction Classification Premium Adjustment Program (NYCCPAP) allows premium credits for some employers in the construction industry. These credits exist to recognize the difference in wage rates between employers within the same construction industries in New York. Credits are earned for average wages in excess of $23.24 per hour for each eligible class. If your policy shows one of the following classification codes, and you are experience rated, you are eligible to apply for an NYCCPAP credit: 0042 5040 5188 5402 5474 5538 5701 6204 7601 9549 3365 5057 5190 5403 5479 5545 5703 6216 6306 7855 9553 3724 5059 5193 5428 5480 5547 5709 6217 6319 8227 3726 5213 5429 5491 5606 6003 6229 6325 9526 3737 5102 5221 5443 5506 5610 6005 6233 6400 9527 5000 5160 5222 5445 5507 5645 6017 6235 6701 9534 5022 5183 5223 5462 5508 5648 6018 6251 7536 9539 5037 5184 5348 5473 5536 5651 6045 6252 7538 9545 If you have any eligible classes on your po icy, you should have been notified by your insurance carrier or the New York Compensation Insurance Rating Board approximately four months prior to the inception date of this policy. If you believe you may be eligible for a credit and have not received an application, you should immediately contact your agent, insurance carrier, or the New York Compensation Insurance Rating Board. The basis for determining the credit is the limited payroll of each employee for the number of hours worked (excluding overtime premium pay) for each construction classification (other than employees engaged in the construction of one or two-family residential housing). For policies with effective dates between January 1 and March 31, the payroll submitted is for the third quarter, as reported to taxing authorities, for the second calendar year preceding the policy effective date. For policies with effective dates between April 1 and December 31, the payroll submitted is for the third quarter, as reported to taxing authorities, for the calendar year preceding the policy effective date. Total payroll (and not limited payroll) is to be reported for employees engaged in the construction of one or two-family residential housing. Credits are calculated by the New York Compensation Insurance Rating Board. Completed applications can be submitted to: Attention: Audit Division, New York Compensation Insurance Rating Board, 875 Third Avenue, 8th Floor, New York, New York 10022, email: cpap@nycirb.org or via entry on the CPAP online application on the Rating Board's website: http://www.nycirb.org/cpap. The application for credit on a renewal policy must be received by the Rating Board three (3) months prior to the policy renewal effective date. The Rating Board will accept and process an application if it is received between the renewal policy effective and expiration date, however, it must be accompanied with an explanation from the employer stating the reason for the delay. Under no circumstances will an original application be accepted for any policy if it is received after the expiration date of the policy to which the credit would have applied, nor will a revised application be accepted if it is received later than one (1) year from the expiration date of the policy to which the credit would have applied. The New York Workers' Compensation and Employers' Liability Manual, and not this endorsement, govern the implementation and use of the NYCCPAP. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/1/2024 Policy No. QWC1402067 Endorsement No. 0 Insured Brainco Technologies, LLC Premium $ 715 Insurance Company Sequoia Insurance Company Countersigned by WC 31 03 19 N © 2011 New York Compensation Insurance Rating Board WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 31 06 18 A NEWYORK WORKERS' COMPENSATION POLICYHOLDER NOTICE OF RIGHT TO APPEAL Policyholder Disputes Policyholders are entitled to inquire, challenge and dispute issues relating to classification, ownership, premium auditing and/or other New York Compensation Insurance Rating Board ("Rating Board") rulings or decisions pertaining to this policy. Please refer to the New York Workers' Compensation Policyholder Notice of Right to Appeal process noted below. Inquiries may also be directed to the New York State Department of Financial Services (DFS) at: http://www.dfs.ny.gov/about/contactus.htm#consumer or by calling the Consumer Hotline at 800-342-3736 (Monday through Friday, 8:30 AM to 4:30 PM). New York Workers' Compensation Policyholder Notice of Right to Appeal Process An insured, or its representative, (hereafter referred to as "insured") may appeal the application of a rule or procedure contained in the New York Workers' Compensation & Employers' Liability Manual. Rules or procedures are defined as those determinations, either by a carrier or the Rating Board, which define the variables which make up, the policy conditions. Examples include: classification codes, ownership information, premium audits, and any other determination which may affect the policy. To be considered for a review, a written request explaining the reason(s) for the appeal must be submitted to the Rating Board. Upon receipt of the request for review, the following actions will be taken: 1. The Rating Board will review the request and respond to the parties within sixty (60) days, either granting the parties or their authorized representatives their request or sustaining the Rating Board's original ruling. 2. If not satisfied with the outcome of 1. above, the parties may then request, in writing, a conference with members of the Rating Board staff. The request must state the nature of the complaint and supply any supporting documents. The appropriate Department Vice President or his or her designated representative will preside at the conference. 3. If the dispute is not resolved by the conference, the parties may then appeal to the Underwriting Committee of the Rating Board for a hearing to consider the staff ruling. This appeal must be in writing and must specify the reasons for the appeal and the nature of the complaint. Following the Committee's receipt of the appeal request, the parties will be notified about the time and place for the hearing. The appeal will be heard at the next Underwriting Committee meeting for which appropriate time can be devoted to the matter. After the hearing, the parties will be advised, in writing, of the Underwriting Committee decision on the complaint. 4. If the Underwriting Committee ruling is not satisfactory to either party, then the aggrieved party may request a hearing at the New York State Department of Financial Services to consider the disputed decision. 5. The decision of the New York State Department of Financial Services may be appealed to a court of law, by the parties involved or the Rating Board. © 2015 New York Compensation Insurance Rating Board STATE OF NEW YORK - WORKERS' COMPENSATION BOARD ESTADO DE NUEVA YORK - JUNTA DE COMPENSACION OBRERA NOTICE OF COMPLIANCE TO EMPLOYEES IMPORTANT INFORMATION FOR EMPLOYEES WHO ARE INJURED OR SUFFER AN OCCUPATIONAL DISEASE WHILE WORKING. 1. By posting this notice and information concerning your rightsas an injured worker, your employer is in compliance with the Workers' Compensation Law. 2. If you do not notify your employer within 30 days of the dateof your injury your claim may be disallowed, so do so immediately. 3. You are entitled to obtain any necessary medical treatmentand should do so immediately. 4. You may choose any doctor, podiatrist, chiropractor or psychologist referred by a medical doctor that accepts NY State Workers' Compensation patients and is Board authorized. However, if your employer is involved in a certified preferred provider organization (PPO) you must first be treated by a provider chosen by your employer and your employer must give you a written statement of your rights concerning further medical care. 5. You should tell your doctor to file copies of medical reports concerning your claim with the Workers' Compensation Board and with your employer's insurance company, which is indicated at the bottom of this form. 6. You may be entitled to lost time benefits if your work -related injury keeps you from work for more than seven days, compels you to work at lower wages or results in permanent disabilityto any part of your body. You may be entitled to rehabilitation services if you need help returning to work. 7. You should not pay any medical providers directly. They should send their bills to your employer's insurance carrier. If there is a dispute, the provider must wait until the Board makes a decision before it attempts to collect payment from you. If you do not pursue your claim or the Board rules that your injury is not work -related, you may be responsible for the payment of the bills. 8. You are entitled to be represented by an attorney or licensed representative, but it is not required. If you do hire a representative do not pay him/her directly. Any fee will be set by the Board and will be deducted from your award. 9. If you have difficulty in obtaining a claim form or need helpin filling it out, or if you have any other questions or problems about a job -related injury, contact any office of the Workers' Compensation Board. NYS Workers' Compensation Board Centralized Mailing PO Box 5205 Binghamton, NY 13902-5205 Customer Service Line: 877-632-4996 AVISO DE CUMPLIMIENTO A EMPLEADOS INFORMACION IMPORTANTE PARA EMPLEADOS QUE SEAN LESIONADOS 0 SUFRAN UNA ENFERMEDAD OCUPACIONAL MIENTRAS TRABAJAN. 1. Su patrono esta cumpliendo la Ley de Compensacion Obrera cuando despliega este comunicado concerniente a sus derechos como trabajador lesionado. 2. Si usted no notifica a su patrono dentro del termino de 30 dias de haber sufrido su lesion su reclamacion podria ser desestimada, por eso notifique inmediatamente. 3. Usted tiene derecho a recibir cualquier tratamiento medico necesario relacionado con su lesion y debe gestionarlo inmediatamente. 4. Para el tratamiento de cualquier lesion o enfermedad relacionada con el trabajo, usted puede escoger cualquier medico, podiatra, quiropractico o psicologo (si es referido por un medico autorizado) que este autorizado y acepte pacientes de la Junta de Compensacion Obrera. Sin embargo, si su patrono esta autorizado a participar en una organizacion certificada de proveedores preferidos (PPO), usted debera obtener tratamiento inicial para cualquier lesion o enfermedad relacionada con el trabajo de la correspondiente entidad. Patronos que participen en cualquiera de estos programas establecidos por ley estan obligados a proveer a sus empleados notificacion escrita explicando sus derechos y obligaciones bajo el programa a que este acogido. 5. Usted debera requerir de su Medico que radique copias de los informes medicos de su caso en la Junta de Compensacion Obrera y en la compania de seguros de su patrono, que se indica al final de esta forma. 6. Usted tiene derecho a compensacion si su lesion relacionada con el trabajo le impide trabajar por mas de siete dias, le obliga a trabajar a sueldo mas bajo o resulta en incapacidad permanente de cualquier parte de su cuerpo. Usted puede tener derecho a servicios de rehabilitacion si necesita ayuda para regresar al trabajo. 7. No pague a ningun proveedor medico directamente por tratamiento de su lesion o enfermedad relacionada con el trabajo. Ellos deben enviar sus facturas al asegurador de su patrono. Si el caso es cuestionado, el proveedor debera esperar hasta que la Junta decida el caso, antes de iniciar gestion de cobro alguna contra usted. Si usted no tramita su caso o la Junta falla que su lesion o enfermedad no esta relacionada con el trabajo, usted podria ser responsable del pago de las facturas. 8. No es obligatorio el estar representado en ninguno de los procedimientos de la Junta, pero es un derecho que usted tiene, el estar representado por abogado o por representante licenciado si usted asi to desea. Si es representado, no pague al abogado o al representante licenciado. Cuando la Junta decida su caso, los honorarios seran determinados por la Junta y descontados de sus beneficios. 9. Si tiene dificultad en conseguir un formulario de reclamacion o necesita ayuda para Ilenarlo o tiene dudas sobre cualquier situacion relacionada con una lesion o enfermedad comuniquese con la oficina mas cercana de la Junta. Clarissa Rodriguez CHAIR/PRESIDENTE Workers' Compensation Board Workers' Compensation benefits, when due, will be paid Name, address and telephone number of licensed insurance carrier, group self- insurer or main office of authorized self -insurer by (Los beneficios de Compensacion Obrera, cuando debidos, seran pagados por): Name of employer (Nombre del patrono) authorized Brainco Technologies, LLC C/O AmTrust North America, P.O. Box 6935, Cleveland, OH 44101, Tel: 888- 239-3909, Toll Free For Insurance Carriers ONL Y-Po/icy No QWC1402067 Po/icy in Force from 10/1/2024 to 10/1/2025 C-105 (9-17) Workers' Compensation Board Prescnbed of by Chairman State New York www wcb nygov THIS NOTICE MUST BE POSTED CONSPICUOUSLY IN AND ABOUT THE EMPLOYER'S PLACE OR PLACES OF BUSINESS. Failure by an employer to post this notice in and about the employers place or places of business may result ina $250 penalty for each violation. Sequoia Insurance Company IMPORTANT NOTICE SMALL DEDUCTIBLE ELECTION FORM For Policies with Premiums over $12,000 only POLICY NUMBER QWC1402067 POLICY PERIOD FROM: 10/1/2024 TO: 10/1/2025 INSURED Brainco Technologies, LLC New York law permits an employer to purchase workers' compensation insurance with a deductible. The deductible is applicable to medical and indemnity benefits and applies to each claim. The deductibles available are as follows: DEDUCTIBLE AMOUNT EACH CLAIM ❑ $100 ❑ $200 ❑ $300 ❑ $400 ❑ $500 ❑ $1,000 ❑ $1,500 ❑ $2,000 ❑ $2,500 ❑ $5,000 You are not required to select a deductible. However, if you choose to exercise this option, you may choose only one deductible amount. It is to be understood that we will pay the deductible amount for you and that you must reimburse us for any deductible amounts paid. The maximum amount you are obligated to reimburse us is an amount equal to your estimated annual premium at policy inception. Non - reimbursement of the deductible(s) will result in cancellation of your policy. Please check the option you have elected and return this form to us as soon as possible. ❑ No, I do not want the deductible described in this Notice. ❑ Yes, I want the deductible checked above to apply to medical and indemnity benefits under the New York Workers' Compensation Law. I understand that the Company shall pay the deductible amount and be reimbursed by the employer shown above. If you fail to respond promptly to the Company, it will be construed to mean you have not elected the small deductible option. If you have any questions, please contact your agent or broker. INSURED'S SIGNATURE AND TITLE DATE Policyholder Notice NY-SDEF 01 (11/03) Payroll Company: AP Intego Insurance Services LLC 333 W. Commercial Street, Suite 2500 East Rochester NY 14445 Payroll Co Phone: (585)214-8517 Payroll Co Email: Payroll Co ID#: 55 AmTrust North America, Inc. Sequoia Insurance Company 800 Superior Avenue East, 21 st Floor Cleveland, OH 44114 PAYO Net Rate Schedule Print Date: Agency Phone: Agent ID#: Insured Contact: Insured Phone: Insured Email: 9/23/2024 8882892939 30584 Marilyn Jones 4156404970 marilyn@braincompany.ai Policy Insured Fein New/Renew Effective Expiration Agent QWC1402067 Brainco Technologies, LLC Eff Date State 10/1/2024 CA 10/1/2024 NY Class 8859 8810 AP Intego Insurance Group, 992730083 New 10/1/2024 10/1/2025 LLC - NY Classification Net Rate Computer Programming or Software Development 0.000955 Clerical Office Employees NOC 0.004717 Type: Description: Policy Bound [PolicyListPayoByPayrollCo] CORPORATE RESOLUTION WHEREAS, BrainCo. Technologies inc. ("Company") desires to enter into an agreement ( •omlarm's Legal Name with the City of Miami substantially in the form of the agreement to which this Resolution is attached (the "Agreement"); and WHEREAS, the Board of Directors or Managing Members as applicable ("Governing Body") at a duly held meeting has considered the matter in accordance with the company's by-laws; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY that the Company intends to enter into the Agreement with the City of Miami and be bound by its terms and the Dan Ashton ("Authorized Person") as CEO of the !Came of Authorized Person Title ofAuthorr_ed Person Company is hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other documents and perform any acts in connection therewith as may be required to accomplish its purpose. BY: IN WITNESS WHEREOF, this fitness Signature Gt., Kt, 5- Uav Witness Name day of A cky BY: Month 20ZS. }'ear hairperson of Governing Body or Authorized Officer Affix Corporate Seal if applicable CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § t 189 melomlnoexlcxyzocoacyloakoc czvxyzw :rtcc.core• eV fic+crc ototocra c ra cazr 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 f64(..474.) On f t'tj� )44`� 7,Z tr.-before me, << Dafe personally appeared } } Joe Cavalli, Notary Public Here Insert Name and Title of the Officer Name(s) of Signer(s) who proved to me on the 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. i1111I11 EIIIIIIIIIIIIIIIIIII1IIIIIEIIIilllllll I I Illllllllmlltmlltlllnllllllml11lt1 ,P.�• JOE CAVALLI % COMM. #2497242 p =.:. NOTARY PUBLIC - CALIFORNIA LL �' ai"i SAN FRANCISCO COUNTY My Comm. Exp. Aug.11, 2028 = �Iuu1mmommummmu munnuul ummin ommiammlll Place Notary Seal Above 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. Signatur OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacityfies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signature of Notary Public ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 ANTI -HUMAN TRAFFICKING AFFIDAVIT 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 -I. 2. Under penalties of perjury, 1 declare the following: a. 1 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. 1 am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Brain Co. Name: Dan Ashton Officer Title: CEO Signature of Officer: Office Address: 330 Townsend St, San Francisco CA 94107 Email Address: dan@braincompany.ai Main Phone Number: FEIN No.9/9 2 /7/3 /0 /0,8 /3 STATE OF rt1 COUNTY OF Ntis011130rBETA ) 501„, fwG0 The foregoing instrument was sworn to and subscribed before me by means of ®"physical presence or O online notarization, this day of/'i 4.y� by 04_ /S4ctds the authorized officer or representative for the nongovernmental entity.. He/she is persona y known to me or has produced/04.4- . 4 :i tification. (NOTARY PUBLIC SEAL) Signature of Person Taking Oath Ga,v�l(r (Printed, Typed, or Stamped Name of Notary Public) My Commission Expires: ■utmmutunnIuu1utautanumoannanIInuanunnumumuunuU • JOE CAVALLI COMM. #2497242 NOTARY PUBLIC - CALIFORNIA SAN FRANCISCO COUNTY My Comm, Exp. Aug.11, 21)28 ixummuinuuuuurmuenumnuunnnunuinutuotdmuumnnnm. EXHIBIT .•1F11I).t% IT -I SECTION 797.06. FLORIDA S1,111"TES (2024) Select Year: 2024 v ( GJ The 2024 Florida Statutes Titte Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED OAP.= 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 while 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 II of s. B93.03 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 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 commits a felony of the first degree, punishable as provided in s. 775.08Z, s. 775.083, or s. 775,084. 2. Using coercion for tabor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.08Z, 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 labor 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. 775.08Z, s. 775.083, or s. 775,0$4. (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. 775.08 ., 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. 7(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 shalt 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 polity 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. 2024- 184. Copyright m 1995-2024 The Florida Legislature • Privacy Statement • Contact Us CALIFORNIA JURAT 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 f64 Subscribed and sworn to (or affirmed) before me on this by day of otfre Date Year Name of Signers proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature: Signature of Notary Public • um4nmuInnnnnnuna4unruunnunuuumtnmmMIIUImmnaw • ' w, : : JOE CAVALLI COMM. #2497242 i_ LL ��a. • NOTARY PUBLIC • CALIFORNIA rij 3 ;: SAN FRANCISCO COUNTY • `� My Comm. Exp. Aug. 11, 2028 a Ef141111111lOiIIIIIIINIIlA131111gUltIIIIHI91111{ININllllllllllllllplllllllSIIIII4t Seal Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent attachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Olivera, Rosemary From: Gandarilla, Aimee Sent: Friday, May 23, 2025 11:24 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha; Fossler, Thomas Subject: Executed Agreement with BrainCo Tech Inc (matter 25-267) Attachments: Agreement with BrainCo Tech Inc (matter 25-267).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. Frankeetha: Please close Matter 25-267. Thank you, Aimee/ candanittai 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