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HomeMy WebLinkAbout24602AGREEMENT INFORMATION AGREEMENT NUMBER 24602 NAME/TYPE OF AGREEMENT OPENGOV, INC. DESCRIPTION OPENGOV MASTER SERVICES AGREEMENT/USE OF CARTEGRAPH TO KEEP TRACK OF ASSETS & INVENTORY OF PARTS, CHEMICALS, TOOLS, & SUPPLIES/MATTER ID: 23- 1173 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 9/18/2023 DATE RECEIVED FROM ISSUING DEPT. 9/19/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: OpenGov IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES ES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO ❑ NO PURPOSE OF ITEM (BRIEF SUMMARY): OpenGov Master Service Agreement - OpenGov acquired Cartegraph, whose software we have in GSA, Parks, and Public Works. The software is used to keep track of assets and inventory of parts, chemicals, tools, and supplies. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER September 13, Annie Perez, 2023 I 16:2 SIGNATURE: CPPO 1nsiE T - c'''''I RISK MANAGEMENT September 14, 2023 106:5e 3:16 SIGNATURE: pp95AOEB]JCACA6f3... e EDT �DoaSignetl by: Fri Goi,t") CITY ATTORNEY Matter 23-1173 September 16, Victoria Mendez 2023 I 22:261sigla,T SIGNATURE: �� �_ -ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER September 18, Larry Spring, 2023 I 09:37:46oc8 SIGNATURE: CA- EDT uSignetl by. SP'"'"h ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS �csozsazewesaon_. Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER September 18, Arthur Norie 2023 I 10:39 SIGNATURE: a V 30 EDT DocuSignetl by: m , jobr;"y,, CITY CLERK September 18, Todd Hannon 2023 1 22:37: SIGNATURE: '-6SUCFSC3]ZDD32A.. XQ1,: z L__ �En6D]sssocFinss_. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER IAFI I{SPAT 1 I City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Richard McLaren Contact Person Sr. Procurement Contracting Officer Title 9/13/2023 Date: Procurement Requesting Client (305) 416-1958 Telephone Legal Service Requested: Matter 23-1173: OpenGov Master Service Agreement - OpenGov acquired Cartegraph, whose software we have in GSA, Parks, and Public Works. The software is used to keep track of assets and inventory of parts, chemicals, tools, and supplies. 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 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: OpenGov Master Service Agreement 1. AWARD DELEGATED AUTHORITY: 0 Chief Procurement Officer — Authority level of $ 31,823.34 [18-72(b)(15)] ❑ City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ❑ RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY- BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 0 OTHER (Please explain): Licensing and maintenance of proprietary software 3. WHAT IS THE SCOPE OF SERVICES? OpenGov acquired Cartegraph, whose software we have in GSA, Parks, and Public Works. The software is used to keep track of assets and inventory of parts, chemicals, tools, and necessary supplies. 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? GSA, Parks, and Public Works 5. IS THE AWARDEE THE INCUMBENT? Yes 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Same 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? Annual renewal is 11/1/23 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? Annual subscription $395,399.33 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Acquired from Carahsoft via a GSA contract in 2019 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 OpenGov Master Services Agreement The parties to this Master Services Agreement (this"Agreement") are OpenGov, Inc., a Delaware corporation ("OpenGov"), and the customer named in the signature block below ("Customer'). This Agreement, which becomes binding when the parties have signed it (the "Effective Date"), sets forth the terms under which Customer will be allowed to use OpenGov's hosted software services and receive professional services. 1. Definitions 1.1. "Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement (for example, by email or through Customer's software systems of record). Customer Data does not include any confidential personally identifiable information. 1.2. "Documentation" means materials produced by OpenGov that supply information about OpenGov's software products and systems. Customers may access the most up-to-date Documentation on the Customer Resource Center page at opengov.zendesk.com. 1.3. "Intellectual Property Rights" means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. 1.4. "Order Form" means the document executed by the parties that specifies the Software Services that OpenGov will provide to Customer under this Agreement. 1.5. "Term" refers to the Initial Term defined in Section 6.1 plus all Renewal Terms defined in Section 6.2. 2. Software Services, Support, and Professional Services 2.1. Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to supply the commercial off -the -shelf software solutions identified in the applicable Order Form ("Software Services"). 2.2. Support and Service Levels. Customer support is available by email to support@opengov.com or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov's standard business hours. Customer may report issues any time. However, OpenGov will address issues during business hours. OpenGov will provide support for the Software Services by the Support and Software Service Levels found at opengov.com/service-sla, as long as Customer is entitled to receive support under the applicable Order Form and this Agreement. 2.3. Professional Services 2.3.1. If OpenGov or its authorized independent contractors supplies professional services to Customer, such as implementation services, then these professional services ("Professional Services") will be described in an applicable statement of work ("SOW") 1 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 agreed to by the parties. Unless otherwise specified in the SOW, any pre -paid Professional Services must be used within one year from the Effective Date. 2.3.2. Relevant travel expenses are provided in the SOW. Any other travel expenses related to the performance of the Professional Services shall be pre -approved by and reimbursed by the Customer and subject to statutory per diem requirement for zip code 33130 from the U.S. General Services Administration in effect at the time the Order Form with a SOW are executed. 3. Restrictions and Responsibilities 3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as expressly allowed by the Agreement and Documentation. In addition, Customer shall not, and shall not permit or enable any third party to: (a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble, decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential personally identifiable information to OpenGov or the Software Services platform. 3.2. Responsibilities. Customer shall be responsible for obtaining and supporting computers and third -party software systems of record (such as Customer's ERP systems) needed to connect to, access or otherwise use the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords, and files, and (c) all uses of Customer user accounts by any party other than OpenGov. 4. Intellectual Property Rights; License Grants; Access to Customer Data 4.1. Software Services. OpenGov owns all interests and Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts, graphics, and button icons, are the property of OpenGov. Customer may not copy, imitate, or use them, in whole or in part, without OpenGov's prior written consent. Subject to the Customer's obligations under this Agreement, OpenGov grants Customer a non-exclusive, royalty -free license during the Term to use the Software Services. 4.2. Customer Data. Customer Data and the Intellectual Property Rights therein belong to the Customer. Customer grants OpenGov and its partners (such as hosting providers) a non- exclusive, royalty -free license to use, store, edit, and reformat the Customer Data for the purpose of providing the Software Services. Customer further agrees that OpenGov and its partners may use aggregated, anonymized Customer Data for purposes of sales, marketing, business development, product enhancement, customer service, and data analysis. Insights gleaned from aggregated, anonymized Customer Data will belong to OpenGov. 2 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 4.3. Access to Customer Data. Customers may download the Customer Data from the Software Services at any time during the Term, excluding during routine software maintenance periods. OpenGov has no obligation to return Customer Data to Customer. 4.4. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.4, upon the termination of this Agreement, the Customer Data shall be deleted pursuant to OpenGov's standard data deletion and retention practices. Upon written request, the Customer may request deletion of Customer Data prior to the date of termination of this Agreement. Such a request must be addressed to "OpenGov Vice President, Customer Success" at OpenGov's address for notice in Section 10.2. 4.5. Feedback. "Feedback" means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. Customer grants OpenGov a non-exclusive, royalty -free, irrevocable, perpetual, worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback. OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the improvements and modifications. 5. Confidentiality 5.1. "Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services, and all Documentation. 5.2. Confidential Information does not include: (a) data that the Customer has previously released to the public; (b) data that Customer would be required to release to the public upon request under applicable federal, state, or local public records laws including Section 119.0701 Florida Statutes; (c) Customer Data that Customer requests OpenGov make available to the public in conjunction with the Software Services; (d) information that becomes publicly known through no breach by either party; (e) information that was rightfully received by a party from a third party without restriction on use or disclosure; or (f) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information. 5.3. Each party agrees to obtain prior written consent before disclosing any of the other party's Confidential Information. Each party further agrees to use the other's Confidential Information only in connection with this Agreement. Each party further agrees to protect the other party's Confidential Information using the measures that it Page 3 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. If a party is required to disclose Confidential Information by law or court order, they must notify the other party in writing before making the disclosure to give the other party an opportunity to oppose or limit the disclosure. 6. Term and Termination 6.1. Initial Term. This Agreement begins on the Effective Date and ends on the date the subscription ends ("Initial Term"), according to the Order Form, unless sooner terminated pursuant to Section 6.3. 6.2. Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial Term (each one is a new "Renewal Term") unless either party notifies the other party of its intent not to renew this Agreement in writing no Tess than 30 days before the end of the then -current term. 6.3. Termination. If either party materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice by the non - breaching party (10 days in the case of non-payment), the non -breaching party may terminate this Agreement. Neither party shall have the right to terminate this Agreement early without a legally valid cause. 6.4. Termination for Non -Appropriation. After the first full year of this Agreement, Customer may terminate this Agreement if it does not appropriate funds to continue this Agreement in a future fiscal year. To invoke termination under this Section, the Customer's staff responsible for the management of this Agreement must use good faith efforts to secure the appropriate funds for the next year's fees, and provide written notice of the non -appropriation 90 days before the anniversary of the Effective Date. Customer may not terminate for non -appropriation if it acquires similar products or services or requests a proposal for similar products or services. 6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6.1, 6.2, 6.3, or 6.4: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the date of termination or expiration, (b) OpenGov shall stop providing Software Services and Professional Services to Customer; and (c) each party shall (at the other party's option) return or delete any of the other party's Confidential Information in its possession. 7. Payment of Fees 7.1. Fees; Invoicing; Payment; Expenses. 7.1.1. Fees. Fees for Software Services and for Professional Services are set forth in the applicable Order Form, and OpenGov will invoice the Customer accordingly. Customer agrees to pay invoices within 45 as per the Florida Prompt Payment Act days without setoffs, withholdings, or deductions of any kind. Invoices are deemed received when OpenGov emails them to Customer's designated billing contact. Page 4 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 Obligations to pay fees are non -cancelable, and payments are non-refundable. 7.1.2. Annual Software Maintenance Price Adjustment. OpenGov shall increase the fees for the Software Services during any Renewal Term by 5% each year of the Renewal Term. 7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW as they are incurred. Customer shall pay all such valid invoices within 45 days of receipt of the invoice. Each invoice shall include receipts for the travel expenses listed on the invoice. 7.1.4. Customer Delays; On Hold Fee. 7.1.4.1. On Hold. Excluding delays caused by a force majeure event as described in Section 10.5, if OpenGov determines that Customer's personnel or contractors are not completing Customer's responsibilities described in the applicable SOW timely or accurately, OpenGov may place the Professional Services on hold. If OpenGov places a Customer on hold, OpenGov will ensure that Customer is made aware of its obligations necessary for OpenGov to continue performing the Professional Services. Upon placing a customer on hold, OpenGov may, without penalty, suspend Professional Services to the Customer and reallocate resources until the Customer has fulfilled its obligations. OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by the Customer's failure to complete Customer's responsibilities. 7.1.4.2. On Hold Notice; On Hold Fee. OpenGov may also issue an "On Hold Notice" specifying that the Customer will be invoiced for lost time in production (e.g., delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone payments from Customer, equipment, hosting providers and human resources idle) for a fee equal to 10% of the first year's fee for Software Services. OpenGov may remove the on -hold status and may rescind the fee in its discretion upon Customer's fulfillment of its obligations set out in the On Hold Notice. And OpenGov may extend the timeline to complete certain Professional Services depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). 7.2. Consequences of Non -Payment. If Customer fails to make any payments required under any Order Form or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a) Customer will owe late interest penalty of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and (b) If Customer's account remains delinquent (with respect to payment of a valid invoice) for 30 days after receipt of a delinquency notice from OpenGov, which may be provided via email to Customer's designated billing contact, OpenGov may temporarily suspend Customer's access to the Software Service for up to 90 days to Page 5 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 pursue good faith negotiations before pursuing termination in accordance with Section 6.3. Customer will continue to incur and owe all applicable fees irrespective of any such Service suspension based on such Customer delinquency. 7.3. Taxes. All fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes ("Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov's net income. If any Sales Taxes related to the fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest and will indemnify OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 8. Representations and Warranties; Disclaimer 8.1. By OpenGov. 8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary to enter into and perform this Agreement. 8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional Services, if any, will be performed in a professional and workmanlike manner in accordance with the related SOW and generally prevailing industry standards. For any breach of the Professional Services warranty, the Customer's exclusive remedy and OpenGov's entire liability will be the re -performance of the applicable services. If OpenGov is unable to re -perform such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the deficient work. Customer must give written notice of any claim under this warranty to OpenGov within 90 days of performance of such work to receive such warranty remedies. 8.1.3. Software Services Warranty. OpenGov further represents and warrants that for a period of 90 days after the Effective Date, the Software Services will perform in all material respects in accordance with the Documentation. The foregoing warranty does not apply to any Software Services that have been used in a manner other than as set forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software Services will be uninterrupted or error -free. Customer must give written notice of any claim under this warranty to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair or replace any nonconforming Software Services so that the affected portion of the Software Services operates as warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the pre -paid, unused portion of the fee for such Software Services. Page 6 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 8.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary to enter into and perform this Agreement; and (b) OpenGov's use of the Customer Data pursuant to this Agreement will not infringe, violate, or misappropriate the Intellectual Property Rights of any third party. 8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FORA PARTICULAR PURPOSE, AND NON -INFRINGEMENT. 9. Limitation of Liability 9.1 NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.. 9.2. IN NO EVENT SHALL OPENGOV'SAGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED $500,000. 9.3. The City's liability shall be subject to Section 768.28, Florida Statutes. 10. Miscellaneous 10.1. Logo Use. OpenGov shall have the right to use and display Customer's logos and trade names for marketing and promotional purposes on OpenGov's website and marketing materials, subject to Customer's trademark usage guidelines provided to OpenGov. 10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live chat, or telephone. However, for notices, including legal notices, required by the Agreement (in sections where the word "notice" appears) the parties must communicate more formally in writing sent via USPS certified mail and via email. OpenGov's addresses for notice are: OpenGov, Inc., 6525 Crown Blvd #41340, San Jose, CA 95160, and legal@opengov.com. 10.3. Anti -corruption. Neither OpenGov nor any of its employees or agents has offered or provided any illegal or improper payment, gift, or transfer of value in connection with this Agreement. The parties will promptly notify each other if they become aware of any violation of any applicable anti -corruption laws in connection with this Agreement. 10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party's intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that, in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove Page 7 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 either actual damages or that damages would be an inadequate remedy. 10.5. Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of governmental authority, or due to war, riot, labor difficulty, failure of performance by any third -party service, utilities, or equipment provider, disaster, emergency, epidemic or related quarantine, or any other cause beyond the reasonable control of the party delayed or prevented from performing. 10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non -enforcement. 10.7. Survival. The following sections of this Agreement shall survive termination: Section 5. (Confidentiality), Section 7 (Payment of Fees), Section 4.4 (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability) and Section 10 (Miscellaneous). 10.8. Assignment. There are no third -party beneficiaries to this Agreement. Except as set forth in this Section 10.8, neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's written consent, which consent may not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights, and obligations under this Agreement to its corporate affiliate or to any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. In the event of such assignment by OpenGov (excluding to a corporate affiliate), if such assignment is to a third party that City Commission reasonably believes will be unable to fulfil the terms of this Agreement, then within sixty (60) days of notice of such change, Customer may notify OpenGov that is not consenting and will provide the reasons why it believes OpenGov will be unable to fulfill the Agreement terms. If OpenGov is unable to remedy the City Commission's objection then the assignment shall be voided. Any other attempted assignment shall be void. This Agreement will benefit and bind permitted assigns and successors. 10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other. 10.10. Governing Law and Jurisdiction. Florida laws govern this Agreement, without regard to conflict of laws principles. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in Miami -Dade County, Florida, and the parties submit to the personal jurisdiction and venue therein. Each Page 8 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 party shall be responsible for their own costs and attorneys' fees. 10.11. Complete Agreement. OpenGov has made no other promises or representations to the Customer other than those contained in this Agreement. Any modification to this Agreement must be in writing and signed by an authorized representative of each party. 11.1 Insurance Requirements: A. Commercial General Liability Limits of Liability: Bodily Injury and Property Damage Liability, Each Occurrence $1,000,000.00 General Aggregate Limit $2,000,000.00 Products/Completed Operations $1,000,000.00 Personal and Advertising Injury $1,000,000.00 Endorsements Required: City of Miami included as an Additional Insured Contingent and Contractual Liability Premises and Operations Liability Primary and Non -Contributory Insurance Clause Endorsement B. Automobile Liability Limits of Liability: Bodily Injury and Property Damage Liability Combined Single Limit Hired or Non -Owned Autos Each Accident $1,000,000.00 Endorsements Required: City of Miami included as an Additional Insured C. Umbrella Liability Limits of Liability: Each Occurrence $2,000,000.00 Aggregate $2,000,000.00 An additional Insured Endorsement naming the City of Miami as an additional insured must be provided. D. Workers' Compensation Limits of Liability: Statutory - State of Florida or the equivalent statutory coverage for their home state Employer's Liability Limits of Liability: $100,000.00 for bodily injury caused by an accident, each accident. $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit E. Technology Errors and Omissions/Cyber Liability Per Claim $5,000,000.00 Aggregate Limit $5,000,000.00 Retro Date Included Network Security and Privacy Injury Consultant agrees to maintain Technology Errors & Omissions liability coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for one (1) year Page 9 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 after termination of the Agreement period subject to continued availability of commercially reasonable terms and conditions of such coverage. OpenGov shall provide the City of Miami with prompt written notice of cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. NOTE: CITY INVITATION FOR BID ("IFB")/REQUEST FOR PROPOSALS ("RFP") NUMBER AND/OR TITLE MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Contractor of liability and obligation under this section or under any other section of this Agreement. -If insurance certificates are scheduled to expire during the contractual period, the Contractor shall provide renewed certificates as soon as possible but in no event more than twenty business days following the expiration of the original certificate. -In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, at its discretion, the City shall: Suspend the Agreement until such time as the new or renewed certificates are received by the City in the manner prescribed in the IFB/RFP; or, Terminate this Agreement for cause. The Contractor shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Contractor. 12. Indemnification Provisions. Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees (collectively "Indemnitees"), from all third party liabilities, damages, losses, judgements, and costs, including, but not limited to reasonable attorney's fees, for bodily injury, death, or tangible property damage arising out of an uncured material breach to the extent caused by the gross negligence, recklessness, willful act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Agreement. Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees Page 10 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 against any civil actions, statutory or similar claims, injuries or damages made against the City arising or resulting from the Services, or from any alleged failure to comply with applicable federal, state and local laws, rules, regulations, codes, and ordinances (collectively "regulations"), as they may be amended from time to time. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, defend such action or proceeding by counsel. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida. Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. 13. Public Records. Pursuant to the provisions of Section 119.0701, Florida Statutes, Contractor must comply with the Florida Public Records Laws, specifically, Contractor must: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency to perform the service. 2) Provide the public with access to public records, on the same terms and conditions that the public agency would provide the records, and at a cost that does not exceed the cost provided in this chapter, or as otherwise provided by law. 3) Ensure that public records, that are exempt or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession. Contractor, upon termination of the Agreement, shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency. 6) Should Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so at its own expense and at no cost to the City. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT IS CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, Page 11 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 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 CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 14. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 15. E-Verify Employment Verification. The Successful Proposer(s) shall E-Verify the employment status of all employees and subcontractors to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by any Successful Proposer(s) of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the Successful Proposer(s) knowingly employs unauthorized aliens, such violation shall be cause for termination of the Contract. Furthermore, the Successful Proposer(s) agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e-verify.uscis.gov/emp , to verify the employment eligibility of all employees during the term of this Contract. The Successful Proposer(s) shall also include a requirement in subcontracts that the subcontractor shall also utilize the E-Verify System to verify the employment eligibility of all employees of the subcontractor during the term of this Contract. 16. Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act. Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the contract. Furthermore, Contractor affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, Page 12 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Contractor shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. Page 13 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 City of Miami, FL, Modified September 12, 2023 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: DocuSigned by: By: 1AD9171B644C... "OpenGov" OPENGOV, INC., a foreign profit corporation authorized to conduct business in Florida By: DocuSigned by: 5 ask 5-rain4 ;A3;4FF 4&a 1�64-1�.. Sean Wani Sam Kramer Name: Name: General Counsel VP, Finance Title: Title: "City" ATTEST: CITY OF MIAMI, DocuSigned by: a Florida municipal corporation Oocu.gned by: By: r—� Todd Hannon City Clerk By: �DocuSignetl by: Q.v{ivar NovitIL So0C.FbLS721,D42A... Arthur Noriega V City Manager APPROVED AS TO FORM AND APROVED AS TO INSURANCE CORRECTNESS: DSS, �D sg any: By: l°e Victoria Mendez (Matter 23-1173) REQUIREMENTS: DocuSigned by: By: FretAlGoo, ) Ann -Marie Sharpe City Attorney Risk Management Director Page 14 of 14 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 OPENGOV Quote Number: OG-00FL7851 Created On: 4/7/2023 Order Form Expiration: 9/30/2023 Subscription Start Date: 10/1/2023 Subscription End Date: 10/31/2026 OpenGov Inc. PO Box 41340 San Jose, CA 95160 United States Prepared By: Email: Contract Term: Jenny Russell jrussell@opengov.com Prorated + 36 Months Customer Information Customer: Bill To/Ship To: City of Miami, FL 3500 Pan American Drive Miami, Florida 33133 United States Contact Name: Email: Guy Marcus gmarcus@miami.gov Order Details Billing Frequency: Annually in Advance Payment Terms: Net Thirty (30) Days SOFTWARE SERVICES: Product / Service Start Date End Date Annual Fee Enterprise Asset Management - PRORATED TO 11/1/2023 Facilities Domain 10/1/2023 10/31/2023 $5,378.34 Enterprise Asset Management Asset Management Suite: Operational Dashboard, Standard KPI, User Management, Role Management, Embedded Maps, ESRI GIS Integration, ESRIIdentity-Ready, Routing, Geocode Options, Report Viewer, Report Designer, Library Management, Structure Manager, Layout Manager, Import/Export, Record Filter Administration, Notification Manager, Automation Manager, Mobile App, Task Management, Work Orders, Task Calendar, Request Management, Internal Requests, Resource Management, Advanced Material Management, Fleet Management, Asset Inventory, Container/Component, Preventative Maintenance Plans, Asset Condition Manager 11/1/2023 10/31/2024 $231,927.17 Facilities Domain 11/1/2023 10/31/2024 $25,000.00 Parks & Recreation Domain 11/1/2023 10/31/2024 $22,287.84 Stormwater Domain 11/1/2023 10/31/2024 $53,595.81 Transportation Domain 11/1/2023 10/31/2024 $40,223.11 Walkability Domain 11/1/2023 10/31/2024 $13,372.71 Internal Requests 11/1/2023 10/31/2024 $4,457.57 Scenario Builder 11/1/2023 10/31/2024 $13,372.71 Advanced Material Management 11/1/2023 10/31/2024 $4,457.57 Custom Asset 11/1/2023 10/31/2024 $8,915.13 Integration Toollrit 11/1/2023 10/31/2024 $13,396.93 Systems Integration Support 11/1/2023 10/31/2024 $12,734.50 Orange Advantage (96 Hours) 11/1/2023 10/31/2024 $16,200.00 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 Enterprise Asset Management Asset Management Suite: Operational Dashboard, Standard KPI, User Management, Role Management, Embedded Maps, ESRI GIS Integration, ESRIIdentity-Ready, Routing, Geocode Options, Report Viewer, Report Designer, Library Management, Structure Manager, Layout Manager, Import/Export, Record Filter Administration, Notification Manager, Automation Manager, Mobile App, Task Management, Work Orders, Task Calendar, Request Management, Internal Requests, Resource Management, Advanced Material Management, Fleet Management, Asset Inventory, Container/Component, Preventative Maintenance Plans, Asset Condition Manager 11/1/2024 10/31/2025 $243,523.53 Facilities Domain 11/1/2024 10/31/2025 $26,250.00 Parks & Recreation Domain 11/1/2024 10/31/2025 $23,402.23 Stormwater Domain 11/1/2024 10/31/2025 $56,275.60 Transportation Domain 11/1/2024 10/31/2025 $42,234.26 Walkability Domain 11/1/2024 10/31/2025 $14,041.34 Internal Requests 11/1/2024 10/31/2025 $4,680.44 Scenario Builder 11/1/2024 10/31/2025 $14,041.34 Advanced Material Management 11/1/2024 10/31/2025 $4,680.44 Custom Asset 11/1/2024 10/31/2025 $9,360.89 Integration Toolkit 11/1/2024 10/31/2025 $14,066.78 Systems Integration Support 11/1/2024 10/31/2025 $13,371.23 Orange Advantage (96 Hours) 11/1/2024 10/31/2025 $17,010.00 Enterprise Asset Management Asset Management Suite: Operational Dashboard, Standard KPI, User Management, Role Management, Embedded Maps, ESRI GIS Integration, ESRIIdentity-Ready, Routing, Geocode Options, Report Viewer, Report Designer, Library Management, Structure Manager, Layout Manager, Import/Export, Record Filter Administration, Notification Manager, Automation Manager, Mobile App, Task Management, Work Orders, Task Calendar, Request Management, Internal Requests, Resource Management, Advanced Material Management, Fleet Management, Asset Inventory, Container/Component, Preventative Maintenance Plans, Asset Condition Manager 11/1/2025 10/31/2026 $255,699.70 Facilities Domain 11/1/2025 10/31/2026 $27,562.50 Parks & Recreation Domain 11/1/2025 10/31/2026 $24,572.34 Stormwater Domain 11/1/2025 10/31/2026 $59,089.38 Transportation Domain 11/1/2025 10/31/2026 $44,345.97 Walkability Domain 11/1/2025 10/31/2026 $14,743.41 Internal Requests 11/1/2025 10/31/2026 $4,914.47 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 Scenario Builder 11/1/2025 10/31/2026 $14,743.41 Advanced Material Management 11/1/2025 10/31/2026 $4,914.47 Custom Asset 11/1/2025 10/31/2026 $9,828.93 Integration Toolkit 11/1/2025 10/31/2026 $14,770.11 Systems Integration Support 11/1/2025 10/31/2026 $14,039.78 Orange Advantage (96 Hours) 11/1/2025 10/31/2026 $17,860.50 PROFESSIONAL SERVICES: Product / Service Start Date Professional Services Deployment - Prepaid 8/7/2023 Billing Table: Billing Date Amount Due August 7, 2023 November 1, 2023 November 1, 2024 November 1, 2025 $31,823.34 $459,941.02 $482,938.07 $507,084.97 (Prorated Facilities Domain + Professional Services) (Full Subscription Renewal Year I) (Full Subscription Renewal Year 2) (Full Subscription Renewal Year 3) Annual Subscription Total: See Billing Table Professional Services Total: $26,445.00 Order Form Legal Terms Welcome to OpenGov! This Order Form is entered into between OpenGov, Inc. ("OpenGov"), and you, the entity identified above ("Customer"), effective as of the date of the last signature below. This Order Form incorporates the OpenGov Master Services Agreement ("MSA") available at https://opengov.com/terms-of-service/master-services-agreement/. If professional services are purchased, the applicable Statement of Work ("SOW") is also incorporated. The Order Form, MSA, and, if applicable, the SOW are the full "Agreement". Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from recceipt of the invoice. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party's acceptance of this Agreement is conditional upon the other's acceptance of the Agreement to the exclusion of all other terms. City of Miami, FL Signature: Name: Title: Date: OpenGov, Inc. Signature: Name: Title: Date: DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 ACORO® CERTIFICATE OF LIABILITY INSURANCE `---- DATE(MM/DD/YYYY) 8/11 /2023 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 Woodruff -Sawyer & Co. 50 California Street, Floor 12 San Francisco CA 94111 CONTACT NAME: WS Certificates PHONE FAX (A/C No Ext): 844-872-6329 (A/C, No): E-MAIL ADDR ESS: certificates@woodruffsawyer.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: North American Capacity Insurance Company 25038 INSURED OPENINC-02 OpenGov, Inc PO Box 41340 San Jose, CA 95160 INSURERB: Continental Insurance Company 35289 INSURERC: American Casualty Company of Reading 20427 INSURERD: Valley Forge Insurance Company 20508 INSURERE: Continental Casualty Company 20443 INSURER F : COVERAGES CERTIFICATE NUMBER: 374878739 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS D X COMMERCIAL GENERAL LIABILITY Y 6079220146 2/15/2023 2/15/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ E AUTOMOBILE X LIABILITY ANY AUTO OWNED x SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 6079220132 2/15/2023 2/15/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE Y 6079220180 2/15/2023 2/15/2024 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED X RETENTION $1n,nnn $ 00 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A 6079220177 6079220163 2/15/2023 2/15/2023 2/15/2024 2/15/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE - EA EMPLOYEE $ 100,000 E.L. DISEASE - POLICY LIMIT $ 500,000 A Tech Errors & Omissions/Cyber C4LPE040432CYBER2022 2/15/2023 2/15/2024 Per Claim/ Aggregate Retention Retroactive Date: Full Prior Acts $5,000,000 $50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as additional insured as respects General Liability, Automobile Liability and Umbrella Liability to the extent provided in the selected pages of the attached forms. Coverage is considered Primary and Non-contributory to the extent provided in the attached form. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave 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 ac_ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 DNA 1 LESSOR - ADDITIONAL INSURED AND LOSS PAYEE Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: OPENGOV, INC. Endorsement Effective Date: 02/15/2022 SCHEDULE Insurance Company: The Continental Insurance Company Policy Number: 6079220132 Effective Date: 02/15/2022 Expiration Date: 02/15/2024 Named Insured: OPENGOV, INC. Address: PO BOX 41340 SAN JOSE, CA 95160-1340 Additional Insured (Lessor): Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Liability $ 1,000,000 Each"Accident" Comprehensive Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" Collision Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" Specified Causes Of Loss Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Deductible For Each Covered "Leased Auto" Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement No: 4; Page: 1 of 2 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Endorsement Expiration Date: Policy No: BUA 6079220132 Policy Effective Date: 02/15/2023 Policy Page: 35 of 68 © Copyright Insurance Services Office, Inc., 2011 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA Business Auto Policy Policy Endorsement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a " leased auto". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra " auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Form No: CA 20 01 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 4; Page: 2 of 2 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6079220132 Policy Effective Date: 02/15/2023 Policy Page: 36 of 68 © Copyright Insurance Services Office, Inc., 2011 DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA 1 Business Auto Policy Policy Endorsement It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. 1. Paragraph A.1. Who Is An Insured of Section II - LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy. 2. The insurance provided to the additional insured is limited as follows: a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable. b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable. c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is: (1) Required by the "written contract"; or (2) Afforded to you under this policy. 3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV - BUSINESS AUTO CONDITIONS is amended to add the following conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy; c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit". 4. Only for the purpose of the insurance provided by this endorsement, SECTION V - DEFINITIONS is amended to add the following definition: Form No: CNA71526XX (10-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 8; Page: 1 of 2 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6079220132 Policy Effective Date: 02/15/2023 Policy Page: 41 of 68 ° Copyright CNA All Rights Reserved. Material used with permission of ISO Properties, Inc DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA Business Auto Policy Policy Endorsement "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the accident for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71526XX (10-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 8; Page: 2 of 2 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6079220132 Policy Effective Date: 02/15/2023 Policy Page: 42 of 68 © Copyright CNA All Rights Reserved. Material used with permission of ISO Properties, Inc DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT 20020004660792201464668 Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket CNA74872XX (1-15) Page 1 of 14 Policy No: 6079220146 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Policy No: 6079220146 Page 2 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT 20020004660792201464669 Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Policy No: 6079220146 Page 3 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX (1-15) Policy No: 6079220146 Page 4 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT 20020004660792201464670 Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Policy No: 6079220146 Page 5 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. CNA74872XX (1-15) Policy No: 6079220146 Page 6 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT 20020004660792201464671 Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6079220146 Page 7 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Policy No: 6079220146 Page 8 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT 20020004660792201464672 Technology General Liability Extension Endorsement H. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Policy No: 6079220146 Page 9 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Policy No: 6079220146 Page 10 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT 20020004660792201464673 Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1 .a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6079220146 Page 11 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Policy No: 6079220146 Page 12 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC . Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT 20020004660792201464674 Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Policy No: 6079220146 Page 13 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Policy No: 6079220146 Page 14 of 14 Endorsement No: 6 VALLEY FORGE INSURANCE COMPANY Effective Date: 02/15/2023 Insured Name: OPENGOV, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA Paramount Excess and Umbrella Liability Policy D. Coverage D - Key Employee Exclusions With respect to Coverage D — Key Employee, this insurance does not apply to any actual or alleged: 1. Death or Disability death or permanent disability of a key employee relating to, or arising out of: a. nuclear reaction or radiation or radioactive contamination, however caused; b. sickness or disease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. suicide, attempted suicide or self inflicted bodily injury, while sane or insane; e. the key employee's intoxication, impairment or otherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil war; g• warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or h. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the Named Insured had used all reasonable means to: i. find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named Insured's permanent loss of the services of the key employee caused by a covered accident. b. additional expenses incurred due to the Named Insured's loss of the services of a permanent replacement appointed or hired to replace a key employee, however caused. However, this exclusion does not apply if the replacement employee is included in the definition as a key employee and the Named Insured's loss of the services of the replacement employee is caused by a covered accident. IV. WHO IS AN INSURED The following persons or organizations are Insureds. A. With respect to Coverage A - Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then only for the same coverage, except for limits of insurance, afforded under such underlying insurance. B. With respect to the Coverage B - Umbrella Liability: 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named Insured's spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership or joint venture, the Named Insured is an Insured. The Named Insured's members, the Named Insured's partners, and their spouses are also Insureds, but only with respect to the conduct of the Named Insured's business. Form No: CNA75504XX 103-2015) Policy Page: 14 of 32 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: CUE 6079220180 Policy Effective Date: 02/15/2023 Policy Page: 28 of 56 Copyright CNA All Rights Reserved. DocuSign Envelope ID: 83552372-221A-4723-BAAD-D5D53AE58541 CNA CNA Paramount Excess and Umbrella Liability Policy c. a limited liability company, the Named Insured is an Insured. The Named Insured's members are also Insureds, but only with respect to the conduct of the Named Insured's business. The Named Insured's managers are Insureds, but only with respect to their duties as the Named Insured's managers. d. an organization other than a partnership, joint venture or limited liability company, the Named Insured is an Insured. The Named Insured's executive officers and directors are Insureds, but only with respect to their duties as the Named Insured's officers or directors. The Named Insured's stockholders are also Insureds, but only with respect to their liability as stockholders. e. a trust, the Named Insured is an Insured. The Named Insured's trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following are also Insureds: a. The Named Insured's volunteer workers but only while performing duties related to the conduct of the Named Insured's business. b. The Named Insured's employees, other than either the Named Insured's executive officers (if the Named Insured is an organization other than a partnership, joint venture or limited liability company) or the Named Insured's managers (if the Named Insured is a limited liability company), but only for acts within the scope of their employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business. However, none of these employees or volunteer workers are Insureds for: i. bodily injury or personal and advertising injury: la) to the Named Insured, to the Named Insured's partners or members (if the Named Insured is a partnership or joint venture), to the Named Insured's members (if the Named Insured is a limited liability company), to a co -employee while in the course of his or her employment or performing duties related to the conduct of the Named Insured's business, or to the Named Insured's other volunteer workers while performing duties related to the conduct of the Named Insured's business; (b) to the spouse, child, parent, brother or sister of that co -employee or volunteer worker as a consequence of paragraph (i)(a) above; Ic) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph i. (a) or (b) above; or Id) arising out of his or her providing or failing to provide professional health care services. ii. property damage to property: (a) owned, occupied or used by; (b) rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; the Named Insured, any of the Named Insured's employees, volunteer workers, any partner or member (if the Named Insured is a partnership or joint venture), or any member (if the Named Insured is a limited liability company). C. With respect to the Coverage C - Crisis Event Management and the Coverage D - Key Employee, the Named Insured is the Insured. V. LIMITS OF INSURANCE A. Multiple Insureds, claims, claimants The limits of insurance shown in the Declarations of this Policy and the rules below fix the most the Form No: CNA75504XX 103-2015) Policy Page: 15 of 32 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: CUE 6079220180 Policy Effective Date: 02/15/2023 Policy Page: 29 of 56 Copyright CNA All Rights Reserved. DocuSign Envelope ID: 6926AFCF-4F4F-4334-A76C-F7676B177DE9 OpenGov, Inc. PO Box 41340, San Jose, CA 95160 [E] : legal@opengov.com OFFICER CERTIFICATE AS TO RESOLUTIONS OF THE BOARD OF DIRECTORS OF OPENGOV, INC. EFFECTIVE DATE: March 15, 2023 OPENGOV The undersigned, being the Chief Financial Officer and Secretary of OpenGov, Inc., a Delaware corporation (the "Corporation"), certifies that a meeting of the Board of Directors of the Corporation (the "Board") was duly called and held on April 27, 2021, and that at said meeting a quorum of the Board was present and voting throughout and that on motion duly made and seconded the following resolutions were unanimously adopted and are now in full force and effect: RESOLVED, that the Board has authorized and approved the Company's Chief Financial Officer to authorize the following individual to make, execute, endorse and deliver in the name of and on behalf of the Corporation to its customers, any and all written instruments, agreements, documents, contracts, obligations, certificates entered into by this Corporation with its customers. Name: Sam Kramer Position/Title: Vice President, Finance FURTHER RESOLVED, that in addition to and without limiting the foregoing, that the Chief Financial Officer of the Corporation be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as they may deem appropriate in order to affect the purpose or intent of the foregoing resolutions. IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate in his capacity as Chief Financial Officer and Secretary of the Corporation. DocuSigned by: giF sf s'Es�aVvi Name Ts i Seshadri Title: Chief Financial Officer and Secretary DIVISION OF CORPORATIONS 1— Drirur of 9f 2iOrg ij r vPc'D P A\' r 1D'a an Okla( re of Ronda wiebthe Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation OPENGOV, INC. Filing Information Document Number F14000003397 FEI/EIN Number 30-0717374 Date Filed 08/13/2014 State DE Status ACTIVE Last Event REINSTATEMENT Event Date Filed 10/31/2017 Principal Address 6525 Crown Blvd # 41340 San Jose, CA 95160 Changed: 02/01/2021 Mailing Address 6525 Crown Blvd # 41340 San Jose, CA 95160 Changed: 02/01/2021 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 10/31/2017 Officer/Director Detail Name & Address Title DIRECTOR LONSDALE, JOE 6525 Crown Blvd # 41340 San Jose, CA 95160 Title CEO BOOKMAN, ZACHARY 6525 Crown Blvd # 41340 San Jose, CA 95160 Title Secretary SESHADRI, SURESH 6525 Crown Blvd # 41340 San Jose, CA 95160 Title Treasurer SESHADRI, SURESH 6525 Crown Blvd # 41340 San Jose, CA 95160 Title DIRECTOR Andreessen, Marc 6525 Crown Blvd # 41340 San Jose, CA 95160 Title DIRECTOR CHAMBERS, JOHN 6525 Crown Blvd # 41340 San Jose, CA 95160 Title DIRECTOR AUGUST-DEWILDE, KATHERINE 6525 Crown Blvd # 41340 San Jose, CA 95160 Title Director ACORO® CERTIFICATE OF LIABILITY INSURANCE `.---- DATE(MM/DD/YYYY) 8/11 /2023 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 Woodruff -Sawyer & Co. 50 California Street, Floor 12 San Francisco CA 94111 CONTACT NAME: WS Certificates PHONE FAX (A/C No Ext): 844-872-6329 (A/C, No): E-MAIL ADDR ESS: certificates@woodruffsawyer.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: North American Capacity Insurance Company 25038 INSURED OPENINC-02 OpenGov, Inc PO Box 41340 San Jose, CA 95160 INSURERB: Continental Insurance Company 35289 INSURERC: American Casualty Company of Reading 20427 INSURERD: Valley Forge Insurance Company 20508 INSURERE: Continental Casualty Company 20443 INSURER F : COVERAGES CERTIFICATE NUMBER: 374878739 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD POLICY EXP (MM/DD/YYYY) LIMITS D X COMMERCIAL GENERAL LIABILITY Y 6079220146 _ ` 2/15/2023 ` _v\ (5 J 2/15/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTEDPREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: OTHER: LIMIT APPLIES PRO - JECT PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ E AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y `%� 6079220132 � O 15/2023 2/15/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE Y 6 01 0 A 2/15/2023 2/15/2024 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED X RETENTION $1f1Pf1f1 $ 00 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A 6079220177 6079220163 2/15/2023 2/15/2023 2/15/2024 2/15/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE - EA EMPLOYEE $ 100,000 E.L. DISEASE - POLICY LIMIT $ 500,000 A Tech Errors & Omissions/Cyber C4LPE040432CYBER2022 2/15/2023 2/15/2024 Per Claim/ Aggregate Retention Retroactive Date: Full Prior Acts $5,000,000 $50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as additional insured as respects General Liability, Automobile Liability and Umbrella Liability to the extent provided in the selected pages of the attached forms. Coverage is considered Primary and Non-contributory to the extent provided in the attached form. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ac_ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD From: Ouevedo, Terry To: Carbonell, Aileen; Gomez Jr., Francisco (Frank) Cc: Aviles. Yesenia Subject: RE: PROCUREMENT INSURANCE REVIEW FOR OPENGOV INC COI Date: Friday, August 18, 2023 1:54:26 PM Aileen The certificate is adequate. Regards, PJ'I C/ - GeGterk City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 !'Q (305) 416-1641 Office �V (305) 416-1710 Fax TquevedoPmiamigov.com 0J -Sewusy, S ra.ccar4, 7,140a anossacr9 arvr �ar�u t� y Q$V o, From: Carbonell, Aileen <ACarbonell@, ov.m> Sent: Friday, August 18, 2023 1:16 P cSk,) To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR OPENGOV INC COI Importance: High Good afternoon, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneMmiamigov.com Remit W9 to: PurchasingSupplierAdminsl@miamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement .1CiiP Mk Ili iI IN "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure ♦ V ce Q� P Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, September 19, 2023 8:13 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Cabrera, Paola Subject: OpenGov Agreement Matter 23-1173 Attachments: OpenGov Agreement Matter 23-1173.pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, airnee garcdwriaa Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement 1 ti -},png, Enhancing, and Transforming our Community" 1