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HomeMy WebLinkAbout23889AGREEMENT INFORMATION AGREEMENT NUMBER 23889 NAME/TYPE OF AGREEMENT DATAMINR DESCRIPTION SUPPLEMENTAL AGREEMENT & MASTER SERVICES AGREEMENT/TECHNOLOGY PRODUCTS, SERVICES, SOLUTIONS & RELATED PRODUCTS & SERVICES/MATTER ID: 21-2233 EFFECTIVE DATE May 1, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/5/2022 DATE RECEIVED FROM ISSUING DEPT. 5/5/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Dataminr IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) SUPPLEMENTAL AGREEMENT YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): SUPPLEMENTAL AGREEMENT DATAMINR NO NO COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22141 April 28, 2022 Annie Perez, I 17:34:15 SIGNATURE: CPPO r9I.sbne„Y: -4.1. q -,1 RISK MANAGEMENT April 28, 2022 Ann -Marie Sharpe I 20: 07:46 SIGNATURE: '-89540E873CAC468... rE-Erus'yncenY: t✓rol lemt y '-2733,0831821467 CITY ATTORNEY Matter 21-2233 May 1, 2022 I Victoria Mendez 01:55:43 EDT �/DocosiOnedby: SIGNATURE: [0r")) FIEF90AF6FE0451... ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 3, 2022 I Fernando Casamayor 22 :19: 27 EDT SIGNATURE: 4 C ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS 294:072Ce8c14 0 Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE:r CITY MANAGER May 4, 2022 I 10133:01VoED ga SIGNATURE: V Docusgnea bY: C ekbri CITY CLERK C May 5, 2022 1 Todd Hannon 10:23:57 EDT SIGNATURE: 650CF6CJ120D42A... Docnsgnca bY: E46D1560DCF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Justin Griffin Contact Person Sr. Procurement Contracting Officer Title Legal Service Requested: Matter 21-2233 supplemental agreement Dataminr 4/27/2022 Date: Procurement Requesting Client (305) 416-1949 Telephone 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: FlIssue opinion in writing. nPublish 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: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Iit2 u# 4tTiami ANNIE PEREZ, CPPO Procurement Director Arthur Noriega V City Manager CITY OF MIAMI SUPPLEMENTAL AGREEMENT TO THE DATAMINR STATEMENT OF WORK NO. 1, DATED May 1, 2022, AND MASTER SERVICES AGREEMENT The City of Miami ("City") is accessing the contract between the County of Fairfax, Virginia ("Fairfax") and Dataminr, Inc. ("Dataminr") to piggyback off the same for the procurement of individual use licenses for Dataminr Software ("Services"). Said contract titled "RFP 2000001701, Technology Products, Services, Solutions & Related Products and Services" between Fairfax and Dataminr ("Contract"), made and entered effective as of February 23, 2016, is attached hereto and is incorporated by reference herein. This supplement agreement to the Statement of Work No. 1 and Master Services Agreement between Dataminr, Inc. ("Dataminr") and the City of Miami ("City"), dated as of May 1, 2022, includes applicable City legal requirements ("Supplement"). The term of the Agreement is set forth in the Acceptance and in the Fairfax' Request for Proposals ("RFP") No. 2000001701, which shall be from May 1, 2016, through April 30, 2019, with four (4) one (1) year renewal options or any combination of time equally not more than four years. The Fairfax RFP is attached hereto as Exhibit A and made a part hereof. The effective date of access by the City is May 1, 2022. 1. Section 22 of the Agreement titled "Miscellaneous," Subsections "i" is hereby deleted and replaced with the following language; In case of any contradictions and/or discrepancies between the parts of the Agreement and this Supplement, precedence shall be given in the following decreasing order: a. This Supplemental and its Exhibits; and b. The Statement of Work No. 1 and Master Services Agreement and its Exhibits. 2. All references to "Customer", shall be deleted and replaced with the "City of Miami", or the "City", as applicable. 3. All references to the City of Miami Police Department ("Police") shall be referenced as the City. Police is a department of the City. 4. Section 8 of the Agreement titled "Fees", specifically the payment of the same, is hereby deleted and replaced with the following language; DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 All invoices issued by Dataminr will be processed within forty-five (45) days, from the date of issuance in accordance with Sections 218.73 and 218.74, Florida Statutes, as amended, the Florida Prompt Payment Act. 5. Section 10 of the Agreement titled "Termination" is hereby deleted and replaced with the following language; A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Dataminr at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Dataminr compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Dataminr for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. Dataminr shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. Either party shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In the case of a material breach by Dataminr, the City shall not be obligated to pay any amounts to Dataminr for Services rendered by Dataminr after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Dataminr for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, special, consequential, or incidental damages. 6. Section 15 of the Agreement titled "Insurance" is hereby deleted and replaced with the following language; Dataminr shall furnish to City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000 $1,000,000 V. Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Retro Date Included $1,000,000 $1,000,000 Dataminr agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. Dataminr agrees to provide the City of Miami with written notice of cancellation or material change in limits in accordance with this Supplement. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 7. Section 20 of the Agreement titled "Indemnification" is hereby deleted and replaced with the following language; Dataminr shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, relating to any claim brought by a third partyto the extent caused by the gross negligence , recklessness, or intentional wrongful misconduct of Dataminr and persons employed or utilized by Dataminr in the performance of this Supplement. Dataminr shall further indemnify, save and hold harmless for, and defend (at its own cost), the City, its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the Services,. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, Dataminr shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. Dataminr expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Dataminr shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Dataminr to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, for any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by Dataminr, or persons employed or utilized by Dataminr. These duties will survive the cancellation or expiration of the Supplement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Dataminr shall require all sub -contractor agreements include a provision that each sub -contractor shall indemnify the City in substantially the same language as this Section. Dataminr agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of Dataminr in which the City participated either through review or concurrence of Dataminr's actions. In reviewing, approving or rejecting any submissions by Dataminr or other acts of Dataminr, the City, in no way, assumes or shares any responsibility or liability of Dataminr or sub- contractors under this Supplement. 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 Dataminr. 8. Section 22 of the Agreement titled "Miscellaneous," Subsections "e" and "f," are hereby deleted and replaced with the following language; DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 This Supplement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. 9. Section 22 of the Agreement titled "Miscellaneous," Subsections "k" is hereby deleted and replaced with the following language; This Supplement may be amended or modified only by a writing, signed by both parties. This Supplement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, 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 Supplement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Supplement (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 Supplement upon request. 10. Section 22 of the Agreement titled "Miscellaneous," is hereby amended to add the following language; n. No waiver or breach of any provision of this Supplement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. o. Should any provision, paragraph, sentence, word or phrase contained in this Supplement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Supplement shall remain unmodified and in full force and effect or limitation of its use. p. Dataminr shall comply with all applicable laws, rules, and regulations in the performance of this Supplement, including but not limited to licensure, and certifications required by law to perform the tasks in this Supplement. 11. Section 23 of the Agreement titled "Public Records," is hereby added with the following language; A. Dataminr understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Dataminr's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Supplement by the City. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 B. Dataminr shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the City to perform this Service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Supplement's term and following completion of the Supplement if Dataminr does not transfer the records to the City; (4) upon completion of the Supplement, transfer, at no cost, to the City all public records in possession of Dataminr or keep and maintain public records required by the City to perform the Service, if Dataminr transfers all public records to the City upon completion of the Supplement, Dataminr shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if Dataminr keeps and maintains public records upon completion of the Supplement, Dataminr shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Dataminr shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Dataminr determine to dispute any public access provision required by Florida Statutes, then Dataminr shall do so at its own expense and at no cost to the City. IF DATAMINR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DATAMINR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE SUPPLEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. DATAMINR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS SUPPLEMENT. 12. Section 24 of the Agreement titled "Resolution of Agreement Disputes," is hereby added with the following language; Dataminr understands and agrees that all disputes between Dataminr and the City based upon an alleged violation of the terms of this Supplement by the City shall be submitted to the City Manager for his/her resolution, prior to Dataminr being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), the City Manager's decision shall be approved or disapproved, as applicable, by the City Commission, whose decision shall be final. Dataminr shall not be entitled to seek judicial relief, recourse, remedy or to file a civil action unless: (i) it has first received City Manager's written decision, approved or disapproved, as applicable, by the City Commission if the amount of compensation hereunder exceeds Twenty Five Thousand Dollars and ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, one hundred twenty (120) days if City Manager's decision is subject to City Commission approval; or (iii) City has waived compliance with the procedure set forth in this section by a written instrument clearly waiving compliance, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation herein this Supplement. The adherence to this Section is the condition precedent to the institution of any civil action by Dataminr against the City. 13. Section 25 of the Agreement titled "Notices," is hereby added with the following language; DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 All notices or other communications required under this Supplement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO DATAMINR: DM Legal. Gary Hacker 135 Madison Ave 9th Floor New York, NY 10016 TO THE CITY OF MIAMI: Arthur Noriega V City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, FL 33130-1910 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Manuel A. Morales Chief of Police City of Miami 400 N.W. 2nd Avenue Miami, FL 33128 Annie Perez Procurement Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130-1910 14. Section 26 of the Agreement titled "Contingency Clause," is hereby added with the following language; Funding for this Supplement is contingent on the availability of funds and continued authorization for program activities and the Supplement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in program directions, applicable laws or regulations, upon thirty (30) days written notice. 15. Section 27 of the Agreement titled "Counterparts; Electronic Signatures," is hereby added with the following language; This Supplement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Supplement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Supplement (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 Supplement upon request. 16. Section 28 of the Agreement titled "Use of Name," is hereby added with the following language; Dataminr understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Dataminr is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Dataminr agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 17. Section 29 of the Agreement titled "No Conflict of Interest," is hereby added with the following language; Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Dataminr hereby certifies to the City that no individual member of Dataminr, no employee, and no subcontractor under this Supplement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Dataminr hereby represents and warrants to the City that throughout the term of this Supplement, Dataminr, its employees, and its subcontractors will abide by this prohibition of the City Code. 18. Section 30 of the Agreement titled "Truth -In -Negotiation Certification, Representation, and Warranty," is hereby added with the following language; Dataminr hereby certifies, represents and warrants to the City that on the date of Dataminr's execution of this Supplement, and so long as this Supplement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Dataminr under this Supplement are and will continue to be accurate, complete, and current. Dataminr understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the Supplement price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year of the end of this Supplement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 ATTEST: By: Name: Title: pDocuSigned by: Att is Car '-287B45E6CB72417... Julia Cramer Contracts Director "Dataminr" DATAMINR, INC., a New York for profit corporation By: ,-DocuSigned by: jaSblt, f)LUabR 44 2C€a5- 6-Z0-7 o4Ez Print Name: Jason Edelboim Title: President and COO "City" CITY OF MIAMI, ATTEST: ,- DocuSigned by: a Florida municipal corporation DocuSignedey: By: Todd B. Hannon City Clerk (-DocuSigned bv: By: l l`a`�" ur 14,,Y Arthur Noriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: By: DocuSigned by: Victoria Mendez City Attorney DS CW (Matter 21-2233) REQUIREMENTS: By: ,--DocuSignedby Frain.!` AnneMarie Sharpe, Director Risk Management DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 a COMPANY RESOLUTION WHEREAS, Dataminr, Inc (Company Name), Delaware Corporation (State and type of incorporation, e.g., New York Corporation/LLC), desires to enter into a Supplemental Agreement ("Supplement") with the City of Miami ("City") for the purpose of performing the Services described in the Supplement to which this resolution is attached; and WHEREAS, the Board of Managers ("Board") at a duly held Company Meeting has considered the matter in accordance with the Bylaws of the Company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF that this Company is authorized to enter into the Supplement with the City, and Jason Edelboim (#1 Name), the President/ COO (#1 Title), and Gary Hacker (#2 Name), the General Counsel (#2 Title), are hereby authorized and directed to execute the Supplement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 19 day of April , 2022. Dataminr, Inc ("PFM") An Delaware Corporation (State and type of incorporation) ,—DocuSigned by: By: iaSbin `L�L�ODiw� (signature of #1 above) 1/4- LC.tUJU rb / U / U4E5... Name & Title: Jason Edelboim, President and COO (print) By: ,—DocuSigned by: Gani tk-aatx `-851 C921AB9104BA... (signature of #2 above) Name & Title: Gary Hacker, General Counsel (print) DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr® Statement of Work No. 1 Effective Date: May 1, 2022 Customer: Miami Police Department ("Customer") Address: 400 NW 2nd Ave, Miami, FL 33128 Contact: Sergeant Alejandro Gutierrez Email: 27878@miami-police.org Phone: 305-603-6416 Services: This Statement of Work is for the license listed below for First Alert. LICENSE TYPE: 5 Individual Use Licenses solely for use by Authorized Users License Type Definition(s): "Individual Use License" means a license that is provided to a specific Authorized User. Authentication Credentials are personal to each Authorized User and may not be shared with or used by more than one person. Customer may transfer an Individual Use License from one user to another from time to time provided that the number of Authorized Users shall be no greater than the number of Individual Use Licenses purchased under the applicable Service Order. Initial Term: 12 months (from May 1, 2022 through April 30, 2023). Optional Term: Following the Initial Term, this Service Order may renew for an additional twelve (12) month period for the same rate (an "Optional Term", and together with the Initial Term, the "Term"), provided the parties mutually agree to execute the Optional Term at least thirty (30) days prior to the end of the Initial Term. Fees: Insight ("Reseller") shall pay Dataminr, twelve (12) month subscription. Provision of in the Reseller Agreement. Inc (`Dataminr") the fees set forth in the Reseller Agreement for a fees by Reseller as set forth Services is contingent upon full payment of Additional Terms: For the Initial Term only, if required, Customer shall receive up to five (5) additional no -cost, trial Individual Use Licenses solely for use by Authorized Users. This agreement ("Agreement") is entered into as of the date indicated above (the "Effective Date") between Dataminr, Inc. and the Customer. This Agreement includes and incorporates the Statement of Work, Dataminr's Master Services Agreement ("Master Agreement"), which is attached hereto as Exhibit A, as well as any Statements of Work previously or subsequently entered into by the parties. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Master Agreement. [SIGNATURE PAGE FOLLOWS] 1 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 ! Dataminr° Dataminr, Inc.: By: Name: Title: DocuSigned by: ,)aSem. t blwi �2CEnr7a7mnaFz Jason Edelboim President & coo Customer: By: Name: Title: 2 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr® EXHIBIT A MASTER SERVICES AGREEMENT 1. Parties. This Master Services Agreement (this "Master Agreement") is entered into by Customer (as defined in the Service Order or Statement of Work (the "Order Forms") that this Master Services Agreement governs) and Dataminr, Inc. ("Dataminr"). Customer must execute at least one Order Form to purchase access to the Services (as defined below). To purchase additional Services, Customer must execute an additional Order Form (which will be numbered sequentially, e.g., "Service Order 1", "Service Order 2", and so on) that references this Agreement and sets forth the specific Services to be provided to Customer. This Master Agreement and all Order Forms entered into by the parties pursuant to this Master Agreement are collectively referred to herein as the "Agreement." 2. Description of Services. Dataminr provides software -as -a -service solutions that, among other things, provide event -based alerts ("Alerts") sourced from publicly available data, information and materials, including public tweets and other public content made available through Twitter, Inc. (collectively, the "Third Party Materials"), deliverable to users via multiple mechanisms, including the Dataminr dashboard, the Dataminr mobile app, emails and popup notifications (the "Services"). 3. Provision of Services. a. Customer's Affiliates may purchase access to Services under the terms and conditions of this Master Agreement by mutually executing an Order Form with Dataminr; provided that Customer shall remain responsible for its Affiliates' compliance with all of the terms and conditions of this Agreement. An "Affiliate" is an entity that controls, controlled by, or is under common control with a party. b. Subject to all terms and conditions herein and compliance therewith, (i) Dataminr will make the Services available to Customer in accordance with this Agreement, and (ii) Customer's Authorized Users (as defined below) may access and use the Services solely for the purposes permitted herein. An "Authorized User" is an employee of Customer or Customer's Affiliate (if such Affiliate has executed an Order Form with Dataminr) authorized to use the Services in accordance with this Agreement, the applicable Order Form and the applicable license type set forth in the Order Form (the "License Type"), and who has been supplied a username and password for the Services (collectively, "Authentication Credentials"). Authentication Credentials are personal to each Authorized User and may not be shared or used by more than one Authorized User. The Services are subject to the License Type(s) set forth in the applicable Order Form. c. Customer and each Authorized User may need to register for an account to access the Services. All Authorized Users shall provide a Customer email address. Customer shall and shall ensure that its Authorized Users provide accurate, current and complete account information and promptly update this information if it should change. Customer shall promptly request Dataminr in writing to deactivate the Authentication Credentials of any Authorized User that is no longer employed or engaged with Customer. Customer will be responsible for the confidentiality and use of all of its Authentication Credentials. 4. Service Levels. Dataminr shall provide the Services in accordance with the Service Level Agreement ("SLA") available at www.dataminr com/legal/sla. 5. Third Party Materials. Customer acknowledges and agrees that Customer's use of the Third Party Materials is subject to (and Customer agrees it is bound by) the third party terms and conditions detailed in Schedule 1 (collectively, the "Third Party Terms"). The Third Party Terns may be modified from time to time by Dataminr and/or its third party licensors and data vendors. These Third Party Terns are hereby incorporated into this Agreement. Dataminr reserves the right to integrate additional safeguards to prevent the Services from being used for surveillance purposes, which both Dataminr and Twitter policies do not allow. Customer acknowledges that Dataminr does not own, create or control the Third Party Materials and that the Third Party Materials delivered to Customer by the Services may include content that is objectionable to Customer or its Authorized Users. Dataminr disclaims and makes no representation or 3 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr° warranty with respect to the Third Party Materials or any portion thereof and assumes no liability for any claim that may arise with respect to the Third Party Materials or Customer's use, misuse or inability to use the same. 6. Restrictions. Customer will not use or make available the Services in a manner that allows any person or entity other than its Authorized Users to access or use the Services or any Third -Party Materials provided through the Services or otherwise permit unauthorized access to the Services. Customer shall not, and shall ensure that its Authorized Users do not: (a) allow access to the Services by any persons other than Authorized Users; (b) forward Alerts to non -Authorized Users, including in a bulk, systematic, programmatic or automated manner; (c) disassemble, decompile, reverse engineer, or translate any software related to the Services, or otherwise attempt to discover any such software source code, object code, or underlying proprietary information, except to the extent that such restriction is prohibited by applicable law; (d) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (e) transmit in any Services or Third Party Materials, viruses, Trojan horses, worms, time bombs, corrupted files, or other computer programing routines intended to detrimentally interfere with or expropriate any systems, data, personal information, or property of another (and upon discovery of any such transmission, Customer shall immediately inform Dataminr of said transmission at legal@dataminr.com and Customer shall cooperate in good faith to remedy and limit the harm and injury done by said transmission); (f) access the Services or Third Party Materials in order to build a similar or competitive product or service to the Services or Dataminr's third party licensors and data vendors' services and/or products; (g) use the Services, by itself or in conjunction with other data sources, in any way including without limitation through data brokers or any other advertising or monetization services, to target individuals; or (h) use the Services or the Third Party Materials in violation of any applicable laws. During the Term, Dataminr or its representatives may, in Dataminr's sole discretion, evaluate Customer's compliance with this Section including any Authorized User and License Type limitations specified in an applicable Order Form, provided that no more than one evaluation may be conducted in any twelve-month period. Customer shall provide access to records and information requested by Dataminr related to Customer's use of the Services. If any such evaluation reveals that Customer has exceeded the limitations specified in the applicable Order Form, then as a non-exclusive remedy, Dataminr may invoice Customer for, and Customer will pay, such additional fees as are determined to be payable, based on Dataminr's then current list prices for Customer's excess use. 7. Term. Unless earlier terminated, this Agreement shall commence upon the date that the first Order Form entered into pursuant to this Master Agreement is executed and shall continue in full force and effect until all outstanding Order Forms are completed, expired, or terminated in accordance herewith (the "Term"). 8. Fees. Customer shall pay Dataminr the fees set forth on each applicable Order Form (the "Fees") in accordance with this Section. Except as otherwise specified on an applicable Order Form, Fees due under an Order Form will be invoiced upon execution of such Order Form. Fees are due within forty five (45) days of the date of the invoice. Any Fees past due hereunder shall hear interest at a rate of 1.5% per month (or, if lower, the maximum rate permitted by applicable law). Any amounts payable hereunder are exclusive of all sales taxes, value added taxes, duties, use taxes, withholdings and other governmental assessments. Customer shall pay all such taxes and governmental assessments associated with the Services (excluding any taxes based on Dataminr's net income, property, or employees), unless Customer provides to Dataminr a valid tax-exempt certificate. 9. Suspension. Dataminr may suspend access to the Services upon (a) Customer's violation of this Agreement (including any Order Form or the Third Party Terms) or (b) if Dataminr reasonably determines that Customer is using the Services or the Third Party Materials in violation of applicable law or in an unauthorized or fraudulent manner; provided, however that Dataminr shall provide the Customer with notice of such suspension and allow Customer seven (7) days to cure such breach, to the extent such breach is curable. Dataminr will restore Customer's access to the Services after the reason for the suspension has been resolved. Customer shall be responsible for any Fees accrued during any period of suspension. 4 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr° 10. Termination. Without limiting the foregoing, either party may terminate this Master Agreement or an applicable Order Form by written notice to the other party in the event that such other party materially breaches this Master Agreement or the Order Form and does not cure the breach within thirty (30) days of such notice, to the extent such breach is curable. Termination of one Order Form shall not automatically result in the termination of any other Order Form. Termination of this Agreement as a whole shall result in the termination of all Order Forms. Upon termination of this Master Agreement or an Order Form, the rights and licenses granted to Customer under this Master Agreement or such Order Form, as applicable, shall terminate and Customer shall immediately cease use of the applicable Services and Third Party Materials. Any provision of this Agreement that contemplates or governs performance or observance after expiration or termination of this Agreement will survive such expiration or termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. 11. Confidential Information. a. Subject to the public records law of Chapter 119, Florida Statutes, "Confidential Information" means all non-public information acquired by a party (the "Receiving Party") in connection with this Agreement or from the other party (the "Disclosing Party") that (i) is marked "confidential" or "proprietary", (ii) the Disclosing Party orally or in writing has advised the Receiving Party is confidential, or (iii) based on the nature of the material or the circumstances under which it was disclosed, a reasonable person would believe to be confidential at the time of disclosure. "Confidential Information" includes but is not limited to pricing information, computer programs, names and expertise of employees and consultants, know-how, business proposals, plans and operations, and other technical, business, customer, financial and product development information of Disclosing Party. Without limiting the generality of the foregoing, the terms of this Agreement (including pricing) and the Services are Confidential Information of Dataminr, and any non-public information provided by Customer in connection with the Services is the Confidential Information of Customer. Confidential Information does not include information: (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the Receiving Party; (ii) that is or has been disclosed to the Receiving Party by a third party who is not under (and to whom the Receiving Party does not owe) an obligation of confidentiality with respect thereto; or (iii) that is or has been independently acquired or developed by the Receiving Party. Additionally, the obligations of this Section 11 shall not apply if the Receiving Party discloses Confidential Information of the Disclosing Party to the extent disclosure is required by court order or is otherwise required by law, on condition that, to the extent permitted by law, notice of such requirement by law for such disclosure is given to the Disclosing Party prior to making any such use or disclosure. b. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than performing its obligations or exercising its rights under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to Receiving Party's employees, agents and contractors on a "need to know" basis, provided such persons are under an obligation with the Receiving Party to maintain the confidentiality of such Confidential Information, which obligation is consistent with, and no less protective of Confidential Information, than the terms of this Section 11. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Each party shall be responsible for any breach of this Agreement by any party to whom it has disclosed Confidential Information. Each party shall use all reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Receiving Party shall advise Disclosing Party immediately in the event Receiving Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. Each party acknowledges that in the event of any breach or threatened breach of this Section by either party, the other 5 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr° party may suffer irreparable harm and not possess an adequate remedy at law. Accordingly, each party shall have the right to seek injunctive or other equitable relief to restrain such breach or threatened breach. c. Subject to the public records law of Chapter 119, Florida Statutes, upon termination of this Master Agreement, the Receiving Party shall return to the Disclosing Party or destroy (at the Disclosing Party's option) all Confidential Information of the Disclosing Party, and all copies and extracts of the foregoing. Upon request of the Disclosing Party, the Receiving Party shall provide written certification of this destruction to the Disclosing Party. 12. Data Transmission. Customer understands that it is responsible for securing an appropriate Internet connection, equipment and compatible browser software in order to utilize the Services. Customer acknowledges and understands that Dataminr is not responsible whatsoever (including under the SLA) for Services that are delayed, lost, intercepted, or stored across networks not owned and/or operated by Dataminr, including but not limited to, the Internet and Customer's network. 13. Intellectual Property. a. As between the parties, Dataminr owns all right, title and interest to (i) Dataminr's trademarks, trade names, service marks, logos and slogans (collectively, the "Dataminr Marks") and (ii) the Services, including all documentation, algorithms, software, firmware, data, databases or other technology utilized, and all related intellectual property rights in any of the foregoing. b. This Agreement does not confer on Customer any intellectual property or other rights to the Services other than its right to use under Section 3 and does not confer on Customer any rights to the Dataminr Marks. This Agreement does not confer on Dataminr any intellectual property or other rights to the Customer Marks (as defined below) other than its right to use and disclose in accordance with this Agreement. c. The parties expressly acknowledge that, as between the parties and Twitter, Twitter and/or its end users own and retain all worldwide right, title and interest in and to all Twitter content and services (and any derivative works or enhancements of either), including, but not limited to, all intellectual property rights therein. 14. Security. Dataminr has established, and will maintain during the Term, commercially reasonable administrative, physical and technical safeguards commensurate with industry standards for the Services provided hereunder. Those safeguards will include measures for preventing unauthorized access to or use, modification or disclosure of the Customer Confidential Information. 15. Insurance. Throughout the Term, Dataminr shall carry and maintain insurance commensurate with the types and amounts of insurance carried by service providers comparable to Dataminr in order to reasonably protect the parties from the liabilities that may arise out of the Services or this Agreement. Dataminr shall provide its then -current certificates of insurance to Customer upon written request. 16. Feedback. During the Term, Customer may provide feedback, requests, enhancements, ideas or suggestions regarding the Services or any beta tests (the "Feedback"). Customer acknowledges and agrees that all Feedback is the sole property of Dataminr. Customer is not required to provide Feedback and Dataminr is not required to use or incorporate Feedback into any of its Services. To the extent that Dataminr cannot claim exclusive rights in the Feedback by operation of law, Customer expressly grants to Dataminr a non-exclusive, royalty -free, fully paid -up, perpetual, irrevocable license, to fully exploit such Feedback. 17. Disclaimer. DATAMINR PROVIDES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE THIRD PARTY MATERIALS. EXCEPT FOR THOSE EXPRESS WARRANTIES PROVIDED HEREUNDER, THIS AGREEMENT, THE SERVICES AND ANY OTHER PRODUCTS AND/OR SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. DATAMINR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES 6 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr® OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. DATAMINR PROVIDES NO WARRANTIES AND EXPRESSLY DISCLAIMS ANY WARRANTIES THAT THE SERVICES, THE THIRD PARTY MATERIALS OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL MEET CUSTOMER'S REQUIREMENTS OR THAT USE OF SUCH MATERIALS WILL BE ERROR -FREE, UNINTERRUPTED, VIRUS -FREE OR SECURE. 18. Export, Import and Government Restrictions. a. Each party represents and warrants that it is not a Restricted Party; if either party becomes a Restricted Party during the period of this Agreement, such party shall immediately notify the other party, and the other party may immediately terminate this Agreement to the extent permitted under applicable law. b. Customer acknowledges that the Services and any accompanying software are subject to sanctions and export control laws of the United States and applicable laws of any country in which such Services and software are received, accessed or used; Customer agrees to comply with all export control laws applicable to its receipt, access and use of the Services and software. c. Without limiting the foregoing, Customer shall not transfer or otherwise make accessible the Services or software to any Restricted Party, or to any person with respect to whom Customer has knowledge that a violation of applicable law has occurred, is about to occur, or is intended to occur in connection with the Services or software. d. For purposes of this Section 18, "Restricted Party" means any person or entity that is, at the relevant time (a) located or established in, a national of, organized under the laws of, or controlled by the government or one or more nationals of, Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine, or any other country or region to which U.S. persons are generally prohibited from engaging in financial and/or export transactions; (b) designated on the U.S. Consolidated Screening List (see https://www.export.gov/article?id=Consolidated-Screening-List); (c) majority owned by one or more persons or entities designated on any U.S. Department of the Treasury list included within the Consolidated Screening List; or (d) part of, affiliated with, or controlled by any non-U.S. military organization. 19. Limitation of Liability. a. Customer acknowledges that: (i) the Services are provided for information purposes only and are not intended for trading, investment or advisory purposes; (ii) none of the information contained within or provided through the Services constitutes a solicitation, offer, opinion, or recommendation by Dataminr to buy or sell any security, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or investment; and (iii) Dataminr does not guarantee the sequence, accuracy, completeness, or timeliness of the Services or any content provided through the Services. Accordingly, anything to the contrary herein set forth notwithstanding, Dataminr, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not be liable, directly or indirectly, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Services including, but not limited to, financial and other data; (b) delays, errors, or interruptions in the transmission or delivery of the Services; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance. b. Certain content made available through the Services may display, include or make available content, data, information, applications or materials from third parties or include links to third party web sites or services. Customer acknowledges and agrees that Dataminr is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials, links or the web sites or services to which those links relate. Accordingly, anything to the contrary herein set forth notwithstanding, Dataminr, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns do not warrant 7 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr° or endorse and shall not be liable, directly or indirectly, in any way, to Customer or any other person for any Third Party Materials, third -party web sites or services, or for any other materials, products, or services of third parties. c. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE PARTIES NOR THEIR SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, IN EACH CASE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO DATAMINR'S LIMITATION OF LIABILITY WITH RESPECT TO THIRD PARTY MATERIALS SET FORTH IN SECTION 5, IN NO EVENT WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY ARISING UNDER THE AGREEMENT EXCEED THE FEES PAID (OR PAYABLE) BY CUSTOMER TO DATAMINR UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; PROVIDED, HOWEVER, THAT DATAMINR'S TOTAL CUMMULATIVE LIABILITY TO CUSTOMER IN CONNECTION WITH A BREACH OF SECTION 14 (SECURITY) WILL NOT EXCEED THREE (3) TIMES THE FEES PAID (OR PAYABLE) BY CUSTOMER TO DATAMINR UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING LIMITATIONS OF LIABILITY IN THIS SECTION 19(D) WILL NOT APPLY TO (I) A PARTY'S INDEMNIFICATION OBLIGATIONS; (II) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (III) CUSTOMER'S BREACH OF SECTION 6 (RESTRICTIONS). 20. Indemnification. a. Dataminr will indemnify, defend and hold Customer, its affiliates, officers, directors, and employees harmless from any and all amounts actually paid to third parties in connection with claims, liabilities, damages and/or costs (including but not limited to, reasonable attorneys' fees) (collectively, "Losses") relating to any claim brought by a third party alleging that the Services, as provided by Dataminr to Customer under this Agreement and used within the scope of this Agreement, infringes or misappropriates any U.S. patent or copyright of such third parties (each, an "Infringement Claim"), provided that Customer: (i) promptly notifies Dataminr in writing of the Infringement Claim (provided that any failure to provide prompt notification shall not relieve Dataminr of its indemnification obligations unless such failure results in material prejudice to Dataminr); (ii) grants Dataminr the option to assume sole control of the defense and settlement of the Infringement Claim; and (iii) provides Dataminr, at Dataminr's expense, with all assistance, information and authority reasonably required for the defense and settlement of the Infringement Claim. In the event of any such Infringement Claim, Dataminr may, at its option: (A) obtain a license to permit Customer the ability to continue using the Services; (B) modify or replace the relevant portion(s) of the Services with a non -infringing alternative having substantially equivalent performance within a reasonable period of time; or (C) terminate this Agreement by providing notice to Customer, and provide Customer with a refund of any prepaid, unearned Fees (prorated on a daily basis for the then -current billing period for the applicable Order Form). For the avoidance of doubt, Dataminr shall have no indemnification obligations of any kind to Customer regarding the Third Party Materials. 8 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr° b. Notwithstanding the foregoing, Dataminr will have no liability for any Infringement Claim to the extent that it results from: (i) Third Party Materials; (ii) the combination, operation or use of the Services with equipment, devices, data or software not provided or approved by Dataminr; (iii) Dataminr's compliance with any specifications or requirements provided by Customer; or (iv) Customer's use of the Services or Third Party Materials other than in accordance with this Agreement. 21. Publicity. Dataminr may identify Customer as a customer of the Services and display Customer's name and/or logo (collectively, the "Customer Marks") on Dataminr's website or in promotional or marketing materials. Customer shall retain all title in and to the Customer Marks. 22. Miscellaneous. a. No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission arises from any cause or causes beyond the reasonable control of such party that cannot be overcome through reasonable due diligence, such as strikes, riots, war, acts of terrorism, acts of God, invasion, fire, explosion, floods, and acts of government or governmental agencies or instrumentalities (collectively, "Force Majeure Event"); provided that the party seeking to delay its performance gives the other party written notice of any such Force Majeure Event as soon as practicable after the discovery of the Force Majeure Event, and further provided that such party uses its good faith efforts to overcome the Force Majeure Event (and, in any event, such party will begin or resume performance as soon as practicable after the Force Majeure Event has abated). b. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. c. This Agreement is not assignable, transferable or sub -licensable by either party, whether voluntarily, involuntarily, by operation of law or otherwise, except with the other party's prior written consent. Notwithstanding the foregoing and subject to providing the City notice, Dataminr may assign this Agreement to an Affiliate or any successor to substantially all of the business or equity of Dataminr. d. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party shall have any authority of any kind to bind the other party in any respect whatsoever. e. This Agreement shall be governed by the laws of the State of Florida, U.S.A. without regard to its conflict of laws' provisions. f. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted in the state and federal courts located in Miami -Dade County, Florida, and the parties hereby irrevocably submit to the personal jurisdiction of such courts and agree not to object to the venue of such courts. In the case of any dispute, each party shall be responsible for its own attorneys' fees. g. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Any waiver by any party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate or be construed as a waiver of such provision respecting any future event or circumstance. h. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or overnight mail or delivery (return receipt requested), to the person and address listed on an applicable Order Form, and, for Dataminr: Attn: Legal Department, Dataminr, Inc. 135 Madison Avenue, 9`1' Floor, New York, NY 10016 and legal@dataminr.com. 9 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr° Notwithstanding the foregoing, Dataminr may provide Customer with operational notices regarding the Services (e.g., planned maintenance periods) by email to the email address on file for Customer. i. Subject to the City's Supplemental Agreement which supersedes any and all other documents, this Master Agreement and all Order Forms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. j. For purposes of trial access to the Services ("Trial Access"), "Customer" shall mean any entity that agrees to the terms of this Agreement via a click -wrap agreement. Any individual agreeing to the terms of this Agreement via a click -wrap agreement on behalf of an entity represents and warrants that it has the full authority to bind such entity to the terms of this Agreement. The Term of this Agreement for Trial Access shall commence upon the date that Trial Access is provided to the Customer, and shall continue in full force and effect through the conclusion of the trial. Dataminr may discontinue Trial Access at any time for any reason. k. This Agreement may be amended or modified only by a writing, signed by both parties. This Master Agreement and any amendments or Order Forms hereunder may be executed in counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Signatures that are transmitted by mail, hand delivery, facsimile and/or email to the other party or, if applicable, counsel of record for the other party, will have the same binding effect as any original signature. 1. In the event of conflict between this Master Agreement and any Order Form, the applicable Order Form shall control and prevail. In the event of any conflict between this Master Agreement or any Order Form and any Third Party Terms, the Third Party Terms shall control and prevail but only with respect to the specific Third Party Materials governed by the conflicting Third Party Terms. The stated notwithstanding, the City's Supplemental Agreement supersedes, controls, prevails all others. m. The Services are a "commercial item" as that term is defined at 48 C.F.R. 2.101. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Services by any government entity is prohibited. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. Contractor/manufacturer is Dataminr, Inc. with offices at 135 Madison Avenue, 9th Floor, NY, NY 10016. 10 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 Dataminr® Schedule 1 Third Party Terms Twitter 1. Twitter TOS (https://twitter.com/en/tos) 2. Customer may not use, or knowingly display, distribute, or otherwise make available Twitter Content (as defined at https://developer.twitter.com/en/developer-terms/agreement-and-policy.html), and information derived from Twitter Content (1) for surveillance purposes, including but not limited to: (a) investigating or tracking Twitter's users or their Twitter Content; and, (b) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings); (2) for the purposes of conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual for any unlawful or discriminatory purpose or in a manner that would be inconsistent with Twitter's users' reasonable expectations of privacy; or (3) to target, segment, or profile individuals based on health (including pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law. 3. If law enforcement personnel request information about Twitter or its users for the purposes of an ongoing investigation, Customer shall not provide them such information and shall, instead, refer them to Twitter's Guidelines for Law Enforcement located at https://t.co/le. Goo21e 1. The Services may contain translations powered by Google. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 2. Customer agrees to be bound by the Google Maps/Google Earth Additional Terms of Service set forth at https://www.google.com/help/terms_maps.html. 11 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 4/26/2022 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 Kajsa Nightingale PHONE FAX (A/C No Ext): 415-402-6679 (A/C, No): ADDARESS: knightingale@woodruffsawyer.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: National Fire Insurance Company of Hartford 20478 INSURED DATAMIN-01 Dataminr Inc. 135 Madison Ave, Floor 9 New York NY 10016 INSURER B : Continental Insurance Company 35289 INSURERC: Columbia Casualty Company 31127 INSURER D : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 1444584465 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 F (MM/D��r}}��// POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 6057114495 OMED O OI 3/ •y, n _ IV' 3/15/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 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 $ A AUTOMOBILEAUTO X ABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 6057114352 `� vV O �' /1 O� Z /� `� 3/15/2022 3/15/2023 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 P �57115419 3/15/2022 3/15/2023 EACH OCCURRENCE $ 15,000,000 AGGREGATE $ 15,000,000 DED RETENTION $ $ B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A Y 6057068733 6075922859 3/15/2022 3/15/2022 3/15/2023 3/15/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C E&O/Cyber Liability 652088195 4/3/2022 4/3/2023 Limit/Aggregate: $10M/$10M DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: The retroactive date is 4/3/2015 for E&O and Cyber. City of Miami c/o Procurement Department is included as additional Insured as respects to General Liability, Auto liability on a Primary and Non-contributory basis with a waiver of subrogation to the extent provided in the selected pages of the attached forms. CERTIFICATE HOLDER CANCELLATION City of Miami c/o Procurement Department 444 S.W. 2nd Avenue, 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and) b. You tell us within 30 days after you acquire it that you want us to cover it for that cge.1: (5 I V If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto." 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. b. c. d. e. Breakdown; Repair; Servicing; "Loss"; or Destruction. SECTION II — COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto." We will also pay all sums �'` 'ay as a " pun `.this insurance appliescoveredoll , caused by an "accident" and resulting from the ownership, maintenance or use of "a vered "autos." However, we will only pay for the vered pollution cost or expense" if there is either n _ 'bodily injury" or "property damage" to which this 1 insurance applies that is caused "accident." an "insured" legally must cost or expense" to which by the same We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense." However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto." b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto." This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. Page 2 of 12 Copyright, Insurance Services Office, Inc., 2011 CA 00 01 10 13 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 20020005260571143524691 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto." A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (3) (5) (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic lav violations) required because of an, "accident" we cover. We do not have to furnish these bonds. The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured." All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. (3) (5) (6) These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no-fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. e will not pay anyone more than once for #the same elements of loss because of these extensions. B. Exclusions (1his insurance does not apply to any of the following: Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured." 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's' insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. CA00011013 Copyright, Insurance Services Office, Inc., 2011 Page 3 of 12 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT 50020009560571144956353 Technology General Liability Extension Endorsement - New York 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 ReasonabLo.. orce 8. In Rem Actions oj 9. Incidental Health Care Malpractice Coverage V 10. Joint Ventures/Partnership/Limited Liablit Com " s 11. Legal Liability — Damage To Premise" V // 9 12. Medical Payments � o �� 13. Non -owned Aircraft Coverage`? 0 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 CNA74872NY (8-15) Page 1 o f 1 4 NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy No: 6057114495 Endorsement No: Effective Date: 03/15/2022 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement - New York 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 appl L•;411110 the extent permissible by law. n<eliF C1/ Any person or organization with a controlling interest iNamed 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 organizatip�,owns, maintains or controls while a Named Insured leases or occupies such premises; v 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. A. Controlling Interest 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 -owners liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to 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. E. Lessor of Land CNA74872NY (8-15) Policy No: 6057114495 Page 2 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Effective Date: 03/15/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT 50020009560571144956354 Technology General Liability Extension Endorsement - New York 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. ti A mortgagee, assignee or receiver of premises but only with is2 pect to such mortgagee, assignee or receivers 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. I. Trade Show Event Lessor CNA74872NY (8-15) Policy No: 6057114495 Page 3 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Effective Date: 03/15/2022 Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement - New York 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 orO rj/eement unless such liability exists in the absence of the contract or agreement; ((NCi/ b. any express warranty unauthorize Naiiiellinnsured; c. any physical or chemical change ny o`$)uct made intentionally by such person or organization; d. repackaging, except when unpackec dlely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. g• CNA74872NY (8-15) Policy No: 6057114495 Page 4 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Effective Date: 03/15/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT 50020009560571144956355 Technology General Liability Extension Endorsement - New York 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 valid and collectible 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: CNA74872NY (8-15) Policy No: 6057114495 Page 5 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Effective Date: 03/15/2022 Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement - New York A. BROAD KNOWLEDGE OF OCCURRENCE 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 .'organization in which a Named Insured has management control: a on the effective date of this Coverage Part; or O b. by reason of a Named Insured creating or ackI 'thanization during the policy period, qualifies as a Named Insured, provided that there ( i{eother similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which paiitigs 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. CNA74872NY (8-15) Policy No: 6057114495 Page 6 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Effective Date: 03/15/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT 50020009560571144956356 Technology General Liability Extension Endorsement - New York 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 k,' Bodily injury or property damage expected or intended froo � standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from se of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owne Named Insured, will be treated in the same% ner s though the action were in personam against the Named Insured. ^vv V cerarpNay or for the Named Insured, or chartered by or for the !f 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: CNA74872NY (8-15) Policy No: 6057114495 Page 7 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Effective Date: 03/15/2022 Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement - New York 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 Me d Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage i(xclu endorsement. C. DEFINITIONS is amended to: <,,-O �O i. add the following definitions: J ' �' Health care incident means error o omission by the Named Insured's employees or volunteer workers in the rendering of:40 a. professional health Nervices'6n behalf of the Named Insured or b. Good Samaritan se Ices 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 CNA74872NY (8-15) Policy No: 6057114495 Page 8 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Effective Date: 03/15/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT 50020009560571144956357 Technology General Liability Extension Endorsement - New York Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while pe c ramming duties related to the conduct of the Named Insured's business; when such bodily injury ar s 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 valid and collectible 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 CNA74872NY (8-15) Policy No: 6057114495 Page 9 o f 1 4 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Effective Date: 03/15/2022 Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement - New York • 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 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 immed tyofollowing subparagraph (6) of the Damage to Property exclusion and replace it with the following: vv Paragraphs (1), (3) and (4) of this exclusion do not ppkj 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; CNA74872NY (8-15) Policy No: 6057114495 Page 10 of 14 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Effective Date: 03/15/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT 50020009560571144956358 Technology General Liability Extension Endorsement - New York 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. 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 witfltee years of the date of the accident; and Under COVERAGES, Coverage A — Bodily Injury aroperty Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercra n rdd the following: This exclusion does not apply to an aircraft not //II b 7vamed Insured, provided that: pPY Q�Y�� i 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 13. NON -OWNED AIRCRAFT 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: CNA74872NY (8-15) Policy No: 6057114495 Page 11 of 14 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Effective Date: 03/15/2022 Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement - New York This insurance does not apply to: 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: (a) is based solely on disparate impact or vicarious liability; and (b) is not done intentionally by or at the direction of the Named Insured; or 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 relate.At, e 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 d_o not apply to any person or organization whose status as an Insured derives solely from Q 1. • 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: CNA74872NY (8-15) Policy No: 6057114495 Page 12 of 14 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Effective Date: 03/15/2022 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT 50020009560571144956359 Technology General Liability Extension Endorsement - New York (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. 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 In vows about the offense alleged in such suit are such that no conflict appears to exist betweete interests of the Insured and the interests of the indemnitee; O 2. The first unnumbered paragraph beneath Para ej 2.f. (b) is deleted and replaced by the following: So long as the above conditions are met, at rneyCe s 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. CNA74872NY (8-15) Policy No: 6057114495 Page 13 of 14 Endorsement No: NATIONAL FIRE INSURANCE OF HARTFORD Effective Date: 03/15/2022 Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 CNA CNA PARAMOUNT Technology General Liability Extension Endorsement - New York 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: 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. CNA74872NY (8-15) Page 14 of 14 NATIONAL FIRE INSURANCE OF HARTFORD Insured Name: DATAMINR, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy No: 6057114495 Endorsement No: Effective Date: 03/15/2022 DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 DNA Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS EN ' ORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachmen�Ne policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the stated in said policy, unless another effective date (the Endorsement Effective Date) is shown , and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 5; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: WC 6 57068733 Fahey Effective Date: 03/15/2022 Policy Page: 60 of 88 Copyright 1983 National Council on Compensation Insurance. DocuSign Envelope ID: 68B3672F-D6CB-4766-92FB-73EF28A89C70 From: To: Cc: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell, Aileen Quevedo, Terry RE: PROCUREMENT INSURANCE REVIEW FOR DATAMINR INC COI Wednesday, April 27, 2022 10:48:35 AM image002.onq imaoe004.onq image006.onq Good morning Aileen, The COI is adequate. Thanks, Frank Gomez, PIAM, CFI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com ��ti O o ct- v P<< 09, •q "Serving, Enhancing, and Transforming our Cammunity" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Wednesday, April 27, 2022 10:35 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR DATAMINR INC COI Importance: High Good morning Frank, Olivera, Rosemary From: Gandarilla, Aimee Sent: Thursday, May 5, 2022 11:02 AM To: Hannon, Todd Cc: Olivera, Rosemary; Lee, Denise; Cabrera, Paola Subject: Executed agreement: Technology Products, Services, Solutions & Related Products and Services - Dataminr Matter 21-2233 Attachments: Supplemental Agreement Dataminr.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, Wince candavtitta Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 aciandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1