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09/05/2025 Agreement
1,411� lw tl w W lw 11:P'it it I S PI II ii� S -111 I P.ilw t i/ ''1 -'t M a ilw"u' 1114 1I I'All.U., ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Insight LPR, LLC Contract# Effective Date: 10/1/2025 Expiration Date: 09/30/2027 Contract Purpose/Description: Insight LPR will install one license plate reader device at Truman Bridge to provide real-time reporting to law enforcement regarding vehicles entering the residential area serviced by the Duck Key Security District.This agreement provides a subscription to the reporting service for an initial 2-year period. Including installation fees,the first year cost of this agreement shall be $3,000,with recurring annual fees of$2500 per year(subject to funding) Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Tamara Lamarche MTH Airport/Comm Rice Office (Name) (Ext.) (Department/Stop #) CONTRACT COSTS Total Dollar Value of Contract: $ 5,500.00 Current Year Portion: $ 3,000.00 (must be$100,000 or less) (If multiyear agreement then requires BOCC approval, unless the;orq d cunmhfly ,e 00,00,00or hess) Budgeted?Yes No❑] Grant: $ N/A County Match: $ N/A Fund/Cost Center/Spend Category: 152-04501 ADDITIONAL COSTS Estimated Ongoing Costs: $ 2500 /yr For: Security Services-Duck Key (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES[Z] NO[:] CONTRACT REVIEW Chrls Digitally signed by iCeVlewer Christine Hurley Date_ 02 5De Department Head Signature: Hurley 07:55:oo-04'00' Gaelan P Jones DigitallysignedbyGaelanPJones County Attorney Signature: Data:2025.00.0316:12:42-04'00' Gaelan P Jones DigitallysignedbyGaelanPJones Risk Management Signature: Date.2025.09.0416.12.37-04'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date.2025.09.04 t 5:4s:5s-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date.2o25.0s.04 t 5:46:47-04'00' Comments: Vendor to provide COI prior to Risk approval Revised BOCC 4/19/2023 Rol,,i.:bc a p d P i d P )d P f 91 F" "� Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 GOVERNMENT AGENCY CUSTOMER AGREEMENT (SERVICE AGREEMENT) This Government Agency Customer Agreement (Service Agreement) (this "Agreement") is entered into by and between Insight LPR, LLC, a Delaware limited liability company, with a place of business at 1014 MS-471, Brandon, MS 39042 ("Insight") and Monroe County Board of County Commissioners,an agency,with a place of business at 1100 Simonton Street,Key West,Florida,33040 ("Agency") (each a"Party,"and together,the "Parties"). RECITALS WHEREAS, Insight offers a software and hardware solution for automatic license plate detection through Insight's technology platform (the "Insight Service"), and upon detection, the Insight Service creates Footage(as defined herein)and can provide notifications to Agency upon the instructions of a Non- Agency End User("Notifications"); WHEREAS, Agency desires to utilize the Hardware from Insight and to use and/or have installed access to the Insight Service and Hardware in order to create, view, search Footage and receive Notifications,including those from non-Agency users of the Insight System(where there is an investigative purpose) such as schools,neighborhood homeowners' associations,businesses, and individual users; and WHEREAS, Insight desires to provide Agency the Insight Service and Hardware and any access thereto, subject to the terms and conditions of this Agreement, solely for the purpose of crime awareness and prevention by police departments and evidence gathering ("Purpose"). NOW, THEREFORE, Insight and Agency agree as follows and further agree to incorporate the Recitals into this Agreement. IA. TERM OF CONTRACT. This Agreement is effective upon the complete execution hereof by the Parties and continues unless otherwise terminated as provided herein. Specifically, Insight may terminate this Agreement upon the first to occur of: (i)Agency's breach of any terms hereof or any license for third-party software; (ii) Agency's use of the Insight Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction of the Insight Service, Insight's network or systems; (iii) the expiration of the term provided by the last Order Form approved by the Agency; or(iv) Insight receives an order from a court or a regulatory authority to cease the provision of the Insight Service to Agency. Upon termination of this Agreement, Insight immediately will cease providing the Insight Service to Agency, all licenses provided by Insight hereunder will terminate, and all Hardware made available to Agency will be returned promptly to Insight, whether such delivery is made by Agency or by Insight repossessing such Hardware, as determined by Insight. 1. DEFINITIONS. Certain capitalized terms,not otherwise defined herein,have the meanings set forth or cross-referenced in this Section 1. "Agency"has the meaning set forth in the preamble. "Agency Data" means the data, media and content provided by Agency through the Insight Service. For the avoidance of doubt, the Agency Data will include the Footage and geolocation information and environmental data collected by sensors built into the Units. "Agency's Installation Obligations"has the meaning set forth in Section 2.7.2. "Aggregated Data"has the meaning set forth in Section 4.4. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 "Agreement"means this Government Agency Customer Agreement(Service Agreement). "Authorized End User" means any individual employees, agents, or contractors of Agency accessing or using the Insight Service through the Web Interface, under the rights granted to Agency pursuant to this Agreement. "Defect"has the meaning set forth in Section 6.1. "Deployment Plan"has the meaning set forth in Section 2.7.1. "Designated Location"has the meaning set forth in Section 2.7.1. "Disclosing Party"has the meaning set forth in Section 4.1. "Documentation" means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Insight Service and Hardware which is provided by Insight to Agency in accordance with the terms of this Agreement. "Effective Date"has the meaning set forth on the Order Form. "Embedded Software" means the software and/or firmware embedded or preinstalled on the Hardware. "Footage"means still images and/or video recordings of suspect vehicles captured by the Hardware in the course of and provided via the Insight Service. "Hardware" means the cameras provided by Insight to Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Insight Service. The term "Hardware"excludes the Embedded Software. "Implementation Fee(s)" means the monetary fees associated with the Installation Services, set forth in Section 2.7. "Initial Fees"has the meaning set forth in Section 5.1. "Insight"has the meaning set forth in the recitals. "Insight Designated Locations"has the meaning set forth in Section 2.7.1. "Insight IP" means the Insight Service, the Documentation, the Embedded Software, the Installation Services,and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing. "Insight Service"means the provision,via the Web Interface,of Insight's software application for automatic license plate detection, searching image records, and sharing Footage. "Installation Services" means the services provided by Insight regarding the installation, placements and configuration of the Hardware,pursuant to the Order Form. "Monitoring Services"has the meaning set forth in Section 2.9. "No-Fee Term"has the meaning set forth in Section 5.4. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 "Non-Agency End User"means Insight's non-Agency customer that has elected to give Agency access to its data in the Insight System. "Non-Agency End User Data" means the Footage, geolocation data, environmental data and/or Notifications of a Non-Agency End User. "Notifications"has the meaning set forth in the recitals. "On-Site Services"has the meaning set forth in Section 2.9. "Order Form"means the Proforma Invoice attached hereto as Exhibit A. "Party"has the meaning set forth in the preamble. "Permitted Purpose"has the meaning set forth in Section 2.4. "Proprietary Information"has the meaning set forth in Section 4.1. "Purpose"has the meaning set forth in the recitals. "Receiving Party"has the meaning set forth in Section 4.1. "Reinstalls"has the meaning set forth in Section 2.7.1. "Service Suspension"has the meaning set forth in Section 2.6. "Special Terms"has the meaning set forth in Section 2.10. "Terms"has the meaning set forth on the Order Form. "Unit(s)"means the Hardware together with the Embedded Software. "User ID"has the meaning set forth in Section 2.1. "Usage Fee"means the subscription fees to be paid by Agency for ongoing access to Services and Hardware set forth in Section 5.1. "Web Interface"means the website(s)or application(s)through which Agency and its Authorized End Users can access the Insight Service in accordance with the terms of this Agreement. 2. INSIGHT SERVICE AND SUPPORT 2.1. Provision of Access. Subject to the terms of this Agreement, Insight hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Insight Service via the Web Interface during the Service Term and No-Fee Term, solely for the Authorized End Users. The Footage will be available for Agency's designated administrator, listed on the Order Form, and any Authorized End Users to access via the Web Interface. Authorized End Users will be required to sign up for an account, and select a password and username ("User ID"). Insight will also provide Agency the Documentation to be used in accessing and using the Insight Service. Agency shall be responsible for all acts and omissions of Authorized End Users,and any act or omission by an Authorized End User which,if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User's use of the Insight Service Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 and shall cause Authorized End Users to comply with such provisions. Insight may use the services of one or more third parties to deliver any part of the Insight Service, including without limitation using a third party to host the Web Interface which the Insight Service makes available to Agency and Authorized End Users. Insight will pass through any warranties that Insight receives from its then current third-party service provider to the extent that such warranties can be provided to Agency. SUCH WARRANTIES, AS PROVIDED AS HONORED BY SUCH THIRD PARTIES,ARE AGENCY'S SOLE AND EXCLUSIVE REMEDY AND INSIGHT'S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION HOSTING THE WEB INTERFACE. Agency agrees to comply with any acceptable use policies and other terms of any third- parry service provider that are provided or otherwise made available to Agency from time to time. 2.2. Embedded Software License. Subject to all terms of this Agreement, Insight grants Agency a limited,nonexclusive,non-transferable,non-sublicensable(except to the Authorized End Users), revocable right to use the Embedded Software as installed on or linked by a cloud-based interface to the Hardware by Insight; in each case, solely as necessary for Agency to use the Insight Service. 2.3. Documentation License. Subject to the terms of this Agreement, Insight hereby grants to Agency a nonexclusive, non-transferable right and license to use the Documentation during the Service Term for Agency's internal purposes in connection with its use of the Insight Service as contemplated herein. 2.4. Usage Restrictions. The purpose for usage of the equipment, the Insight Service and support, and the Insight IP is solely to facilitate gathering evidence that could be used in a criminal investigation by the appropriate government agency and not for tracking activities that the system is not designed to capture ("Permitted Purpose"). Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Insight IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Insight IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Insight IP, or attempt to do any of the foregoing, and Agency acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such source code; (iii)modify, alter,tamper with or repair any of the Insight IP, or create any derivative product from any of the foregoing,or attempt to do any of the foregoing,except with the prior written consent of Insight; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Insight IP;(v) remove,obscure,or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Insight IP; (vii) use the Insight Service or Hardware for timesharing or service bureau purposes or otherwise for the benefit of a third party or any purpose other than the Purpose; (viii) use the Insight Service or Hardware, support, equipment and the Insight IP for anything other than the Permitted Purpose; or(ix) assign, sublicense, sell,resell,lease,rent or otherwise transfer or convey, or pledge as security or otherwise encumber,Agency's rights under Sections 2.1, 2.2, or 2.3. 2.5. Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Insight and its licensors retain all right,title and interest in and to the Hardware,the Insight IP and their respective components,and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Insight retains the right to use the foregoing for any purpose in its sole discretion. There are no implied rights. 2.6. Suspension. Notwithstanding anything to the contrary in this Agreement, Insight may temporarily suspend Agency's and any Authorized End User's access to any portion or all of the Insight IP if Insight reasonably determines that(a)there is a threat or attack on any of the Insight IP; (b)Agency's or any Authorized End User's use of the Insight Service or Hardware disrupts or poses a security risk to the Insight Service or any other customer or vendor of Insight; (c) Agency or any Authorized End User is/are Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 using the Insight IP for fraudulent or illegal activities; (d) Insight's provision of the Insight Service and Hardware to Agency or any Authorized End User is prohibited by applicable law; (e)any vendor of Insight has suspended or terminated Insight's access to or use of any third party services or products required to enable Agency to access the Insight IP; or (f) Agency has violated any term of this provision, including, but not limited to, utilizing the Insight Service or Hardware for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2.6, a "Service Suspension"). Insight will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Agency(including notices sent to Insight's registered e-mail address)and to provide updates regarding resumption of access to the Insight IP following any Service Suspension. Insight will use commercially reasonable efforts to resume providing access to the Insight Service and Hardware as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Insight will have no liability for any damage, liabilities,losses (including any loss of data or profits)or any other consequences that Agency or any Authorized End User may incur as a result of a Service Suspension. 2.7. Installation Services. 2.7.1. Designated Locations. Prior to performing the physical installation of the Units, Insight shall advise Agency on the location and positioning of the Units for optimal license plate image capture, as conditions and location allow. Insight and Agency must mutually agree on the location (mounting site or pole), position and angle of the Units (the "Deployment Plan") (each Unit location so designated by Agency,a"Designated Location"). Insight shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency's delay in identifying the choices for the Designated Locations, in ordering and/or having the Designated Location ready for installation, including having all electrical work preinstalled and permits ready. Designated Locations that are suggested by Insight and accepted by Agency without alteration will be known as "Insight Designated Locations." After a Deployment Plan with Designated Locations and equipment has been agreed upon by both Insight and the Agency, any subsequent changes to the Deployment Plan ("Reinstalls") driven by Agency's request will incur a charge for Insight's then-current list price for Reinstalls,as listed in the then-current Reinstall Policy as set forth on Exhibit B attached hereto and any equipment charges. These changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling, removing foliage, camera replacement,changes to heights of poles,regardless of whether the need for Reinstalls related to vandalism, weather,theft, lack of criminal activity in view, and the like. 2.7.2. Agency's Installation Obligations. Agency agrees to allow Insight and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. "Agency's Installation Obligations" include, to the extent required by the Deployment Plan,but are not limited to, electrical work to provide a reliable source of 120V AC power that follow Insight guidelines and comply with local regulations if adequate solar exposure is not available. Agency is solely responsible for: (i) any permits or associated costs, and managing the permitting process; (n) any federal, state or local taxes including property, license,privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Hardware and its use; or (iii) any other services performed in connection with installation of the Hardware. Any fees payable to Insight exclude the foregoing. Without being obligated or taking any responsibility for the foregoing, Insight may pay and invoice related costs to Agency if Agency did not address them or a third party requires Insight to pay. Agency represents and warrants that it has all necessary right title and authority and hereby authorizes Insight to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. 2.7.3. Insight's Installation Obligations. The Hardware shall be installed in a workmanlike manner in accordance with Insight's standard installation procedures,and the installation will Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 be completed within a reasonable time from the time that the Designated Locations are selected by Agency. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations, Insight's obligation to perform installation work shall cease; however, Insight will continue to monitor the performance of the Units and receive access to the Footage after the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. Agency can opt out of Insight's access in the preceding sentence,which would waive Insight's responsibility to ensure such action was successful. Agency understands and agrees that the Insight Service will not function without the Hardware. Labor may be provided by Insight or a third parry. 2.8. Hazardous Conditions. Unless otherwise stated in this Agreement,Insight's price for the Insight Service under this Agreement does not contemplate work in any areas that contain hazardous materials,or other hazardous conditions,including,without limit,asbestos. In the event any such hazardous materials are discovered in a Designated Location in which Insight is to provide the Insight Service and Hardware, Insight shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses incurred by Insight as a result of the discovery or presence of hazardous material or hazardous conditions shall be the responsibility of Agency and shall be paid promptly upon billing. 2.9. Support Services. Subject to the payment of fees, Insight shall monitor the performance and functionality of the Insight Service and Hardware and may, from time to time, advise Agency on changes to the Insight Service, Installation Services, or the Designated Locations which may improve the performance or functionality of the Insight Service or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the services or the Designated Locations ("Monitoring Services"). Subject to the terms hereof,Insight will provide Agency with reasonable technical and on-site support and maintenance services ("On-Site Services") in-person or by e-mail at supportkinsi h�tlpr.com. Insight will use commercially reasonable efforts to respond to requests for support. 2.10. Hardware Upgrades; Proprietary Markings. As technology evolves, Insight reserves the right to replace or upgrade the Hardware at its discretion, from time to time, at no additional charge to Agency. Any such upgraded equipment will be deemed Hardware provide under the terms of this Agreement. Agency shall not alter, remove or hide any notices affixed to the Hardware, nor shall Agency permit any other person or entity to do so. 2.11. Special Terms. From time to time, Insight may offer certain "Special Terms" related to guarantees, service and support which are indicated in the proposal and on the order form and will become part of this Agreement. To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms,the Special Terms shall control. 2.12. Changes to Platform. Insight may,in its sole discretion,make any changes to any system or platform that it deems necessary or useful to (i) maintain or enhance (a)the quality or delivery of the Insight Service, (b)the competitive strength of, or market for, the Insight Service, (c) such platform or system's cost efficiency or performance, or(ii)to comply with applicable law. 3. AGENCY RESTRICTIONS AND RESPONSIBILITIES 3.1. Agency Obligations. Agency agrees to provide Insight with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person's name with the intent to impersonate that person. Agency may not transfer its account to anyone else without prior written permission of Insight, which consent may be withheld, conditioned, or denied at the sole discretion of Insight. Agency will not share its account or password with anyone, and must protect the security of its account and password. Agency is responsible Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 for any activity associated with its account. Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,access or otherwise use the Insight Service. Agency will, at its own expense,provide assistance to Insight, including, but not limited to, by means of access to, and use of,Agency facilities,as well as by means of assistance from Agency personnel,to the limited extent any of the foregoing may be reasonably necessary to enable Insight to perform its obligations hereunder, including,without limitation, any obligations with respect to support services or any Installation Services. 3.2. Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Insight Service and Hardware only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video,photo, or audio content and retention thereof. Subject to and without waiver of the limitations of sovereign immunity prescribed by Florida law, Agency hereby agrees to indemnify and hold harmless Insight against any damages, losses, liabilities, settlements and expenses, including, without limitation,costs and attorneys'fees,in connection with any claim or action that arises from an alleged violation of the foregoing,Agency's Installation Obligations, or otherwise from Agency's use of the Insight Service, Hardware and any Software, including any claim that such actions violate any applicable law or third party right. Although Insight has no obligation to monitor Agency's use of the Insight Service and Hardware,Insight may do so and may prohibit any use of the Insight Service and Hardware it believes may be(or alleged to be)in violation of the foregoing. 4. CONFIDENTIALITY; AGENCY DATA; NON-AGENCY DATA 4.1. Confidentiality. 4.1.1. Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose business,technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Insight is non-public information including but not limited to features, functionality, designs, user interfaces,trade secrets, intellectual property, business plans,marketing plans, works of authorship, hardware, customer lists and requirements, and performance of the Insight Service and the Hardware. Proprietary Information of Agency includes non-public Agency Data,Non-Agency End User Data, and data provided by Agency or a Non-Agency End User to Insight or collected by Insight via the Unit, including the Footage, to enable the provision of the Insight Service. Except with respect to Insight's ability to share data collected via a Unit(including the Footage) as provided in Section 4.1.3 and Section 4.4,the Receiving Party shall not disclose, use, transmit, inform or make available to any entity, person,or body any of the Proprietary Information,except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Proprietary Information and the Parties' respective rights therein, at all times in exercising at least a reasonable level of care. Each Party agrees to restrict access to the Proprietary Information of the other Party to those employees or agents who require access in order to perform hereunder. 4.1.2. The Receiving Party agrees: (i)to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Receiving Party takes with its own proprietary information,but in no event will a Party apply less than reasonable precautions to protect such Proprietary Information, and (ii)not to use (except in providing the Insight Service or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Insight's use of the Proprietary Information may include processing the Proprietary Information to send Agency Notifications or alerts, such as when a car exits Agency's neighborhood, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document(a) is or becomes generally available to the public, or (b)was in its possession or known by Receiving Party prior to receipt from the Disclosing Party,or(c) was Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. 4.1.3. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any subpoena, summons, judicial order or other judicial or governmental process, provided the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose the disclosure. For clarity, Insight may access, use, preserve and/or disclose the Footage to government officials and/or third parties, if legally required to do so or if Insight has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof, (c) detect, prevent or otherwise address security, fraud or technical issues; or(d)protect the rights,property or safety of Insight, its users, a third party, or the public as required or permitted by law,including respond to an emergency situation. Additionally,nothing in this Agreement will prevent Insight from sharing the data collected via a Unit(including the Footage)with any law enforcement agency that subscribes to Insight's platform. 4.2. Agency and Non-Agency End User Data. As between Insight and Agency,all right,title and interest in the Agency Data and Non-Agency End User Data belong to and are retained solely by Agency. Agency hereby grants to Insight a limited, non-exclusive, royalty-free, worldwide license to use the Agency Data and Non-Agency End User Data and perform all acts with respect to the Agency Data and Non-Agency End User Data as may be necessary for Insight to provide the Insight Service to Agency, including without limitation the support services set forth in Section 2.9, and a non-exclusive, perpetual, irrevocable,worldwide,royalty-free,fully paid license to use,reproduce,modify and distribute the Agency Data and Non-Agency End User Data as a part of the Aggregated Data (as defined in Section 4.4). As between Insight and Agency, Agency is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Agency Data and Non-Agency End User Data. As between Agency and Non-Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non- Agency End Users will share all right,title and interest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information of Agency. 4.3. Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter of this Agreement, Agency hereby assigns (and will cause its agents and representatives to assign) to Insight all right, title and interest (including intellectual property rights)with respect to or resulting from any of the foregoing. 4.4. Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Insight shall have the right to collect and analyze data that does not refer to or identify Agency or any individuals or de-identifies such data and other information relating to the provision, use and performance of various aspects of the Insight Service and related systems and technologies (including, without limitation, information concerning Agency Data and data derived therefrom). Agency acknowledges that Insight will compile anonymized and/or aggregated data based on Agency Data and Non-Agency End User Data input into the Insight Service (the "Aggregated Data"). Agency hereby grants Insight a non-exclusive, worldwide, perpetual, royalty-free right and license (during and after the Service Term hereof) to (i) use and distribute such Aggregated Data to improve and enhance the Insight Service and for other marketing, development,diagnostic and corrective purposes,other Insight offerings,and crime prevention efforts,and (ii) disclose the Agency Data and Non-Agency End User Data (both inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only,without further approval of Agency. No rights or licenses are granted except as expressly set forth herein. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 4.5. Transparency Laws. Insight understands and acknowledges that the Agency is a public entity subject to State and Federal transparency laws,including freedom of information and open meetings acts, MCL 15.231 and 15.261, et seq, respectively. Notwithstanding anything to the contrary within this agreement,nothing herein shall prohibit the Agency from complying with,or render it liable for,complying with transparency laws. 5. PAYMENT OF FEES 5.1. Fees. If applicable, Agency will pay Insight the first Usage Fee, the Implementation Fee and any fee for Hardware (together the "Initial Fees")as set forth on the Order Form. Agency's obligation to pay Recurring Usage Fees incurred more than twelve(12)months from the Effective Date shall be subject to appropriation of sufficient funds in Agency's annual budget; provided, however, that Agency shall be required to furnish written notice of its intent to terminate this Agreement no later than thirty (30) days prior to the anniversary of the Effective Date. Agency shall pay the ongoing Usage Fees set forth on the Order Form All payments will be made by either ACH, check, or credit card. Payment of an undisputed invoice submitted by Insight will be processed within 30 business days after being stamped as received,or otherwise as provided in accordance with the Florida Prompt Payment Act, Section 218.735, Fla. Stat., as amended. Agency is exempt from payment of Florida State Sales and Use taxes. Insight shall not be exempted by virtue of Agency's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is Insight authorized to use Agency's Tax Exemption Number in securing such materials. Insight shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. a) All invoices for payment are required to have the following information included: a) Contractor's Name; b) Invoice Number; c) Invoice Date; d) Dates that service/activities were provided (mm/dd/yy-mm/dd/yy); e) Site of Work; f) Details of Work Provided;g) Amount of the Invoice. b) Additionally, the Contractor is to submit to the County invoices with supporting documentation that are acceptable to the Monroe County Office of Clerk and Comptroller(County Clerk).Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws,rules and regulations as may govern the disbursal of funds by the County Clerk. 5.2. Changes to Fees. Insight reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or any Renewal Term,upon sixty(60)days' written notice prior to the end of such Initial Term or Renewal Term (as applicable)to Agency(which may be sent by e-mail). If Agency believes that Insight has billed Agency incorrectly, Agency must contact Insight no later than sixty(60)days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Insight's customer support department. Agency acknowledges and agrees that a failure to contact Insight within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a result of such billing error. 5.3. Invoicing,Late Fees; Taxes. Insight may choose to bill through an invoice,in which case, full payment for invoices issued in any given month must be received by Insight thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of one and one-half percent(1.5%)per month on any outstanding balance,or the maximum permitted by law,whichever is lower,plus all expenses of collection, and may result in immediate termination of the Insight Service and use of the Hardware. Agency shall be responsible for all taxes associated with the Insight Service and use of the Hardware,other than U.S.taxes based on Insight's net income. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 6. REMEDY; WARRANTY AND DISCLAIMER 6.1. Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a"Defect"), Agency must first make commercially reasonable efforts to address the problem by contacting Insight's technical support as described in Section 2.9. If such efforts do not correct the Defect, Insight shall, or shall instruct one of its contractors to, in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect. Agency shall not be required to replace subsequently damaged or stolen Units; however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently damaged or stolen Units and that Insight will have no liability to Agency regarding such affected functionality nor shall the Fees owed be impacted. 6.2. Exclusions. Insight will not provide the remedy described in Section 6.1 if any of the following exclusions apply: (i)misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Insight; (ii) damage, alteration, or modification of the Hardware or Embedded Software in any way; or(iii) combination of the Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized in writing by Insight. 6.3. Warranty. Insight provides a one year manufacturer's warranty and shall use reasonable efforts consistent with prevailing industry standards to maintain the Insight Service and Hardware in a manner which minimizes errors and interruptions in the Insight Service and shall perform the Installation Services in a professional and workmanlike manner. Insight Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Insight or by third-party providers, or because of other causes beyond Insight's reasonable control. Insight shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption of Insight Service. Failure to provide notice shall not give rise to any liability or reimbursement of any fees hereunder. 6.4. Disclaimer. THE REMEDY DESCRIBED IN SECTION 6.1 IS AGENCY'S SOLE REMEDY, AND INSIGHT'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE. INSIGHT DOES NOT WARRANT THAT THE INSIGHT SERVICE WILL BE UNINTERRUPTED OR ERROR FREE,NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INSIGHT SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6.4, THE INSIGHT SERVICE AND INSTALLATION SERVICES ARE PROVIDED "AS IS" AND INSIGHT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE DISCLAIMER IN THIS SECTION 8.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 8.6, OR IF NO STATE IS MENTIONED IN SECTION 8.6, BY THE LAWS OF THE STATE OF DELAWARE. 6.5. Insurance. Insight shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review. Insight must keep in full force and effect the insurance described during the term of this Agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Insight must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the term of this Agreement. Prior to execution of this Agreement, Insight shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 a) Commercial General Liability. Commercial general liability coverage with limits of liability of not less than $300,000 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy,its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve (12)months following the acceptance of work by the County. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, II00 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSURED AND CERTIFICATE HOLDER ONALL POLICIES EXCEPT WORKER'S COMPENSATION. In the event that the Insight subcontracts any or all of the work in this project to any third party, Insight specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, Insight specifically agrees that all agreements or contracts of any nature with his subcontractors shall include the County as additional insured. 6.6. Force Majeure. Insight is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods,power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Agency or any Authorized End User. 7. LIMITATION OF LIABILITY AND INDEMNITY 7.1. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,INSIGHT AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY,PRODUCT LIABILITY, OR OTHER THEORY: (i) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (ii)FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (iii) FOR ANY MATTER BEYOND INSIGHT'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (iv)FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (v) FOR CRIME PREVENTION; OR (vi) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO INSIGHT FOR THE INSIGHT SERVICE(INCLUDING,WITHOUT LIMITATION,THE HARDWARE)UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT INSIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE INSIGHT SERVICE. THE LIMITATION OF LIABILITY IN THIS SECTION 7 ONLY APPLIES TO THE EXTENT ALLOWED BY THE Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 GOVERNING LAW OF THE STATE MENTIONED IN SECTION 8.6, OR IF NO STATE IS MENTIONED IN SECTION 8.6, BY THE LAW OF THE STATE OF DELAWARE. 7.2. Additional No-Fee Term Requirements. IN NO EVENT SHALL INSIGHT'S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE NO- FEE TERM EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Notwithstanding anything to the contrary herein,except for Insight's willful acts,Agency agrees to pay for Insight's attorneys' fees to defend Insight for any alleged or actual claims arising out of or in any way related to the No-Fee Term. 7.3. Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all)only for the torts of its own officers,agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims or actions against Insight's suppliers. 7.4. Indemnity. To the extent permitted by Florida law, Agency hereby agrees to indemnify and hold harmless Insight against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of Section 3.2, a breach of this Agreement, Agency's Installation Obligations, Agency's sharing of any data regarding the Insight Service, Insight employees or Non-Agency End Users, or otherwise from Agency's use of the Insight Service,Hardware and any Software, including any claim that such actions violate any applicable law or third party right. Although Insight has no obligation to monitor Agency's use of the Insight Service, Insight may do so and may prohibit any use of the Insight Service it believes may be (or alleged to be) in violation of Section 3.2 or any other provision of this Agreement. Nothing herein shall be construed to waive the sovereign immunity protections afforded to the Agency under Florida law, including but not limited to the limits of liability prescribed by Section 768.28, Florida Statutes. 8. FLORIDA PROVISIONS 8.1. Noncoercive Conduct for Labor or Services. As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Insight is required to provide an affidavit under penalty of perjury attesting that Insight does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. The undersigned representative of Insight certifies under penalties of perjury that Insight does not use coercion for labor or services as prohibited by Section 787.06. Additionally, Insight has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. 8.2. Nonwaiver of Sovereign Immunity. Nothing contained herein is intended,nor may it be construed, to waive Agency's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. To the extent considered necessary by Agency, any sums due to Insight under this Agreement may be retained by Agency until all of the Agency's claims subject to this indemnification obligation have been settled or otherwise resolved,and any amount withheld is not subject to payment of interest by Agency. Insofar as the claims, actions, causes of action,litigation,proceedings,costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 8.3. Scrutinized Companies & Foreign Countries of Concern. Insight hereby certifies that it: a)has not been placed on the Scrutinized Companies that Boycott Israel List,nor is engaged in a boycott Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 of Israel; b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If Agency determines that Insight has falsely certified facts under this paragraph, or if Insight is found to have been placed on a list created pursuant to Section 215.473,Florida Statutes,as amended,or is engaged in a boycott of Israel after the execution of this Agreement, Agency will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. Agency reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuantto Section 287.135, Florida Statutes,as amended. Beginning January 1, 2024,Agency must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China,the Russian Federation,the Islamic Republic of Iran,the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless Insight provides Agency with an affidavit signed by an authorized representative of Insight, under penalty of perjury, attesting that Insight does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, Agency must not extend or renew any contract that grants access to an individual's personal identifying information unless Insight provides Agency with an affidavit signed by an authorized representative of Insight,under penalty of perjury, attesting that Insight does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended.Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. Insight LPR, LLC is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: John Nethery Title: Chief Executive Officer D�oocu�S�igned by: Signature: F6 � - N Date: 9/3/2025 F53D3E7ACA7740B- 8.4. E-Verify. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Insight acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 • All persons employed by Insight to perform employment duties within Florida during the term of the contract; and • All persons (including subvendors/subconsultants/subcontractors) assigned by Insight to perform work pursuant to the contract with Agency. Insight acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with tAgency. By entering into this Agreement, Insight becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes, but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Insight attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Insight agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended,and Insight may not be awarded a public contract for at least one (1)year after the date on which the Agreement was terminated. Insight will also be liable for any additional costs to Agency incurred as a result of the termination of this Agreement in accordance with this Section.Upon executing this Agreement, Insight will provide proof of enrollment in E-verify to Agency 8.5. Nondiscrimination. Insightand Agency agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any parry,effective the date of the court order. Insight agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2) Title IX of the Education Amendment of 1972,as amended(20 USC ss. 1681-1683, and 1685-1686),which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability;4) The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3),as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended,relating to nondiscrimination in the sale,rental or financing of housing;9)The Americans with Disabilities Act of 1990(42 USC s. 12101 Note),as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II,which prohibits discrimination on the basis of race,color, sex,religion,national origin,ancestry, sexual orientation,gender identity or expression,familial status or age; 11)The Pregnant Workers Fairness Act(PWFA)pursuant to 42 U.S.C. 2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. 8.6. Public Records. Agency is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Insight is a contractor acting on behalf of Agency pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Insight must comply with all public records laws in accordance with Chapter 119,Florida Statutes. In accordance with state law,Insight agrees to: • Keep and maintain all records that ordinarily and necessarily would be required by Agency in order to perform the services. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 • Upon request from Agency's custodian of public records, provide Agency with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. • Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if Insight does not transfer the records to Agency. • Upon completion of the services within this Agreement, at no cost, either transfer to Agency all public records in possession of Insight or keep and maintain public records required by Insight to perform the services. If Insight transfers all public records to Agency upon completion of the services, Insight must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If Insight keeps and maintains public records upon completion of the services, Insight must meet all applicable requirements for retaining public records. All records stored electronically must be provided to Agency, upon request from Agency's custodian of public records, in a format that is compatible with the information technology systems of Agency. IF INSIGHT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO INSIGHT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE AGENCY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040, EMAIL: PUBLICRECORDS@MONROECOUNTY-FL.GOV, OR PHONE: 305-292-3470. 8.7. Prohibited Conflicts and Collusion. By signing this Agreement, Insight agrees that the statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest. Insight covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between Agency and itself. b) Gratuities.Agency hereby certifies that it has not offered,given,or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation, preparation of any part of the Project or award of this contract. c) Kickbacks. Insight certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Insight or higher tier sub- contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement.By signing this Agreement,Insight certifies under penalty of perjury that the price proposed by Insight was arrived at independently without collusion,consultation, or communication for the purpose of restricting competition; and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Insight in its performance of this Agreement 9. MISCELLANEOUS 9.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 9.2. Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Insight's prior written consent. Insight may transfer and assign any of its rights and obligations, in whole or in part,under this Agreement without consent. 9.3. Entire Agreement. This Agreement, together with the Order Form(s), the then-current Reinstall Policy,a current version of which is provided in Exhibit B of this Agreement,and the Deployment Plan(s),are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Agency's purchase orders,authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. 9.4. Relationship. No agency,partnership,joint venture, or employment is created as a result of this Agreement and Agency does not have any authority of any kind to bind Insight in any respect whatsoever. 9.5. Costs and Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement,the prevailing Party will be entitled to recover costs and attorneys' fees. 9.6. Governing Law; Venue. The parties expressly agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America,without regard to choice of law principals. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and forthe Southern District of Florida,or United States Bankruptcy Court for the Southern District of Florida,whenever applicable. This Agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County, Florida. 9.7. Waiver of Jury Trial. EACH PARTY,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCON- DITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL,WAIVES, RELINQUISHES AND FOREVER FOREGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY CONDUCT, ACT OR OMISSION OF THE PARTIES, OR ANY OF THEIR DIRECTORS,OFFICERS,PARTNERS,MEMBERS,EMPLOYEES,AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH THE PARTIES, IN EACH OF THE FOREGOING CASES, REGARDLESS OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 9.8. Publicity. Insight has the right to reference and use Agency's name and trademarks and disclose the nature of the Insight Service provided hereunder in each case in business and development and marketing efforts, including, without limitation, on Insight's website. 9.9. Export. Agency may not remove or export from the United States or allow the export or re-export of the Insight IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Insight Service, the Hardware, the Embedded Software and Documentation are "commercial items"and according to DFAR section 252.2277014(a)(1)and(5)are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 9.10. Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated Sections. 9.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. 9.12. Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the organizations they are representing. 9.13. Equal Employment Opportunity; Nondiscrimination. Insight shall not discriminate against a person to be served or an employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of employment, or a matter directly or indirectly related to employment because of race, color, religion, national origin, age, sex, disability that is unrelated to the individual's ability to perform the duties of a particular job or position,height,weight, or marital status. 9.14. Notices. Any notice under this Agreement must be written. Notices must be addressed to the recipient and either (i)hand delivered; (ii)placed in the United States mail, certified, return receipt requested; (iii)deposited with an overnight delivery service; or (iv) sent via e-mail and followed with a copy sent by overnight delivery or regular mail,to the address or e-mail address as specified below. Any mailed notice is effective three (3) business days after the date of deposit with the United States Postal Service or the overnight delivery service, as applicable; all other notices are effective upon receipt. A failure of the United States Postal Service to return the certified mail receipt to the dispatcher of such notice will not affect the otherwise valid posting of notice hereunder. Insight's address for all purposes under this Agreement is: Insight LPR, LLC Attention: John Nethery 1014 MS-471 Brandon, MS 39042 e-mail:john.nethery(a,InsightLPR.com Agency's address for all purposes under this Agreement is: Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 Monroe County Board of County With a Copy To: Commissioners Attention: Christine Hurley Monroe County Attorney's Office 1111 12t' St., Suite 408 Attention: Gaelan Jones Key West,Florida 33040 1111 12" Street, Suite 408 e-mail: Ll.r.N e.YZ Key West, FL 33040 ; ;v. Email: Either Party may designate another address for notice by giving the other Party at least five (5) business days' advance notice of its address change. [Signature page follows] Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized. Insight: Insight LPR,LLC Date: 9/3/2025 DocuSigned}b�y::l y.,A By: Name: F53D3E7ACA7740B... Title: CEO Agency: Monroe County Board of County Commissioners Date: Digitally signed by Christine Christine Hurley H u rl e Date:2025.09.05 By; y 07:55:55-04'00' Name: Title: APPROVED AS TO FORM AND LEGAL SUFFICIENCY MONROE COUNTY ATTO EY S OFFICE a �". At� Ian P.Janes,Assistant xty Attoaney Date: 09.03.25 [Signature Page Government Agency Customer Agreement(Service Agreement] Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 EXHIBIT A—Order Form INSIGHT LPR, LLC Customer: Monroe County Board Designated Administrator: Address: 1111 12' Street, Suite 408 Key West, FL 33040 Phone: Expected Payment Method: Email: Billing Contact (if different than above): Initial Term (months): 24 Name: Renewal Term (months): 12 Email: Billing Term: Annual payment due Net 30 per terms and conditions Fees Name QTY Price Subtotal Installation Fee 1 $500.00 $500.00 MX Defender Q 1 $2,500.00 $2,500.00 Standard Pole(s) 1 Included Included Data Storage 1 Included Included Warranty 1 Included Included Year 1 Total $3,000.00 Recurring Annual $2,500.00 Total Special Terms: By executing this Order Form, Customer represents and warrants that it has read and agrees to all the terms and conditions contained in this Data Services Agreement. The parties have executed this Agreement as of the dates set forth below. Christine Digitally signed by Christine Hurley Hurley Date:2025.09.05 10:00:03 Insight LPR LLC Customer _ -04'00' Name: John Nethery Name: Title: CEO Title: Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 DrrocuSigned by: �6 It By. F53ME7ACA7740B... By. Docusign Envelope ID:OA3A5C17-A136-4F35-A475-0579BCEA6B84 EXHIBIT B Reinstall Policy and Fee Schedule Reinstall Policy After a Deployment Plan with Designated Locations and equipment has been agreed upon by both Insight and Agency, any subsequent changes to the Deployment Plan ("Reinstalls") driven by Agency's request will incur a fee per the table below. All fees are per Reinstall or required visit (in the case that a Reinstall is attempted but not completed)and include labor and materials. Reinstall Fee Schedule: Description Fee Camera relocation, existing pole non-AC powered $350 Camera relocation, Insight pole and/or AC powered $750 Camera replacement as a result of vandalism,theft, or damage $500 Pole replacement as a result of vandalism,theft, or damage $500 Trip charge $350 LOCASER-01 VBARBER ACORO"° CERTIFICATE OF LIABILITY INSURANCE DAT9/4/2 D/YYYY) 025 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 CONTACT NAME: Associated PHONE 1701 Golf Road #3-700 (A/C,No,Ext): (847)427-8400 (A//C,No):(847)427-3430 Rolling Meadows,IL 60008 ADDRESS:assocagencies@associated.cc INSURERS AFFORDING COVERAGE NAIC# INSURERA:Continental Casualty Company 20443 INSURED INSURER B:American Casualty Company of Reading PA 20427 Insight LPR,LLC INSURERC:Travelers Casualty Insurance Company of Americ 19046 9190 Priority Way West Dr Suite 300 INSURERD:XL Specialty Insurance Co 37885 Indianapolis,IN 46240 INSURER E:Lloyds Of London 85202 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDD/YYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR GL 6078551682 10/31/2024 10/31/2025 DAMAGE TO RENTED 300,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY PELT � LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO BUA 6078551679 10/31/2024 10/31/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE X CUP-8S671273-23-NF 10/31/2024 10/31/2025 AGGREGATE $ 5,000,000 DED RETENTION$ 0 $ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N 7018562122 4/8/2025 10/31/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000'OOO If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Crime ELU200645-24 10/31/2024 10/31/2025 Aggregate 5,000,000 E Cyber Liability ACS1338824 10/31/2024 10/31/2025 Each/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) General Liability Coverage includes the following: -Errors&Omissions APPROVED BY RISK MANAGEMENT -Wrongful Repossession Repossessed Auto BY Drive-Away 9.04.25 On-Hook-Each$1,000,000 Limit DATE SEE ATTACHED ACORD 101 WAIVER N/A X YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ty ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOCASER-01 VBARBER LOC#: 19 A�©� ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Associated Insigght LPR,LLC 9190 Priority Way West Dr POLICY NUMBER Suite 300 SEE PAGE 1 Indianapolis,IN 46240 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: Employee Theft: $5,000,000/$50,000 Deductible Forgerty or Alteration: $5,000,000/$50,000 Deductible Inside the Premises: $5,000,000/$50,000 Deductible Outside the Premises: $5,000,000/$50,000 Deductible Computer Fraud: $5,000,000/$50,000 Deductible Funds Transer Fraud: $5,000,000/$50,000 Deductible Money Order&Counterfeit Money: $5,000,000/$50,000 Deductible Clients Property: $5,000,000/$50,000 Deductible Funds Transfer Fraud -False Pretenses: $50,000/$15,000 Deductible 30 Days Notice of Cancellation; Except 10 Days for Non-Payment of Premium General Liability and Auto Liability Blanket Additional Insured as requested by written contract. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions—Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a N 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 N 0 b. the construction, erection, or removal of elevators; or N c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX(1-15) Policy No: 6078SS1682 Page 3 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA All Rights Reserved. Induces copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d.or f.above;or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J.does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX(1-15) Policy No: 6078SS1682 Page 4 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J.also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization/Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage;and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement,and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED's INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. a 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: a 0 Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to 0 such person or organization is excess of any other insurance available to such person or organization. 0 M 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS,the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX(1-15) Policy No: 6078SS1682 Page 5 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess,contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP 1 LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA74872XX(1-15) Policy No: 6078SS1682 Page 6 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A—Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: a (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. 0 (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will 0 be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 6078SS1682 Page 7 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. Ill. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX(1-15) Policy No: 6078SS1682 Page 8 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA All Rights Reserved. Induces copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation,transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs(a),(b), (c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: m N Other Insurance n b. Excess Insurance a (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES/PARTNERSHIP/LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor _ the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX(1-15) Policy No: 6078SS1682 Page 9 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense,first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date;and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY—DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit)and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(11), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured,for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX(1-15) Policy No: 6078SS1682 Page 10 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C— Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $5, coo; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b)with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident;and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft,Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and a replace it with the following. N This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: a 0 (a) less than 75 feet long; and 0 M (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 6078551682 Page 11 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract;and (b) such attorney fees and litigation expenses are for defense of such parry against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX(1-15) Policy No: 6078SS1682 Page 12 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 21(2)(b)is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2)of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4)and (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the N 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. 0 0 18. SUPPLEMENTARY PAYMENTS 0 M The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE-PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3)and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of$25,000 per policy period applies to this PROPERTY DAMAGE-PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX(1-15) Policy No: 6078SS1682 Page 13 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION-BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX(1-15) Policy No: 6078SS1682 Page 14 of 14 Endorsement No: 1 CONTINENTAL CASUALTY COMPANY Effective Date: 10/31/2024 Insured Name: LOCATION SERVICES HOLDINGS LLC Copyright CNA All Rights Reserved. Induces copyrighted material of Insurance Services Office,Inc.,with its permission.