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HomeMy WebLinkAboutItem T05 COUNTY of MONROE BOARD OF COUNTY COMMISSIONERS Mayor Michelle Lincoln,District 2 The Florida Keys Mayor Pro Tern David Rice,District 4 y Craig Cates,District 1 James K. Scholl,District 3 � « Holly Merrill Raschein,District 5 Regular Meeting May 20, 2026 Agenda Item Number: T5 26-15103 BULK ITEM: Yes DEPARTMENT: County Attorney TIME APPROXIMATE: STAFF CONTACT: Gaelan Jones AGENDA ITEM WORDING: Approval of a 1-Year renewal of an Agreement with CivicPlus for NextRequest license, a public records request tracking software solution, in an amount not to exceed $18,742.50 ITEM BACKGROUND: NextRequest is a records request tracking solution that helps manage all aspects of public records requests—from billing to tracking of request correspondence. This solution helps mitigate the risk of potential non-compliance lawsuits via automated request tracking. The County has been utilizing NextRequest since 2019. Pursuant to the attached memorandum, NextRequest was evaluated and reviewed against comparable products and determined to be the most cost-effective option. Staff continue to be satisfied with the software and request a waiver of Purchasing Policy requirements to seek additional price quotes. For the reasons detailed in the original procurement memorandum, the NextRequest platform remains the most effective public records solution for Monroe County today. Given the County's ongoing usage of the NextRequest platform, implementation of another product would be logistically difficulty and ineffective towards reduction of program costs. PREVIOUS RELEVANT BOCC ACTION: April 16, 2025 —BOCC Approved 1-Year Agreement for NextRequest License INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: Contractor's Order Form has been updated to reference County Addendum, re-incorporated into terms of renewal STAFF RECOMMENDATION: Approval DOCUMENTATION: 26-27 NextRequest Agreement FINANCIAL IMPACT: Effective Date: 6/1/26 Expiration Date: 5/31/27 Total Dollar Value of Contract: $18,742.50 Total Cost to County: $18,742.50 Current Year Portion: $18,742.50 Budgeted: Yes Source of Funds: CC_67501 —County Attorney CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: N/A Grant: N/A County Match: N/A Insurance Required: Yes Approval of a 1- ear renewal of an Agreement with CivicPlusfor NextRequest license, publicc s request tracking software solution, in an amount not to exceed ,7 CP CIVICPLUS" 302 South 4th Street, Suite 500 Contract #: 00100245 Manhattan, KS 66502 As of Date: 05/02/2026 P. 888-228-2233 ext. 291 Renewal Date: 06/01/2026 Client: Bill To: Monroe County, FL MONROE COUNTY, FLORIDA QTY DESCRIPTION NextRequest Standard with up to 10 Admin-Publisher Users and 2TB of Storage 1 Renewal Total: $18,742.50 1. This renewal Statement of Work ("SOW") is between Monroe County, FL ("Customer") and CivicPlus, LLC and shall be subject to the terms and conditions of the addendum signed between the Parties on 3/14/2024 and the Master Services Agreement ("MSA") and the applicable Solutions and Products terms found at: http://www.civicplus.help/hc/p/legal-stuff (collectively, the "Terms and Conditions"). By signing this SOW, Customer expressly agrees to the Terms and Conditions throughout the Term of this SOW. The Terms and Conditions form the entire agreement between Customer and CivicPlus (collectively, referred to as the "Agreement"). The Parties agree the Agreement shall supersede and replace all prior agreements between the Parties with respect to the services provided by CivicPlus herein (the "Services"). 2. This SOW shall remain in effect for an initial term beginning 06/01/2026 and continuing for one year ("Initial Term"). In the event that neither party gives 60 days' notice to terminate prior to the end of the Initial Term, or any subsequent Renewal Term, this SOW shall automatically renew for any number of additional twelve month renewal terms ("Renewal Term"). The Initial Term and all Renewal Terms are collectively referred to as the "Term". 3. The Renewal Total shall be invoiced on the first day of the Initial Term and the first day of each Renewal Term. Renewal Term Total Annual Services shall be subject to a 5% annual increase beginning with the first renewal term. Customer shall pay all invoices within 30 days. 4. Please note that this document is a SOW and not an invoice. Upon signing and submitting this SOW, Client will receive the applicable invoice according to the terms of the invoicing schedule outlined herein. 5. Client may issue purchase orders for its internal, administrative use only, and not to impose any contractual terms. Any terms contained in any such purchase orders issued by the Client are considered null and will not alter the Binding Terms, the Agreement or this SOW. For C i v i c P I u s Billing Information, please visit,.........................p-s ,,Lcii ii p-us,c rn eid- If a PO Number is required, please send to......... .............. ...ir..t.i.a .......... .. cii ii pllus,coir civicplus.com 302 South 4th Street, Suite 500 Manhattan, KS 66502 888-228-2233 CP CIVICPLUS" Acceptance of Contract #: 00100245 By signing below, the parties are agreeing to be bound by Terms and Conditions found at: w................w...............w......civic.....................plus.help/h�UP/legal-.sty$. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: By: Name: Name: Title: Title: Date: Date: civicplus.com 302 South 4th Street, Suite 500 Manhattan, KS 66502 888-228-2233 NextRequest Master service Agreement This Master Service Agreement ("MSA"}, together with the order form ("order Form") executed between NextRequest and Customer,which is incorporated herein by reference, constitute a legally binding contract between NextRequest and Customer. The order Form, together with this MSA is referred to as the "Agreement" or"Service Agreement". "NextRequest" means NextRequest, LLC., a Delaware Corporation with principal offices at 212 W. Main St., Suite #500, Durham, NC 27701 and "Customer" means the entity or person identified as such in the Order Form. Each of NextRequest and Customer may each be referred to as a "Party" and together as the "Parties". 1. Defined Terms 1.1. "Business Day" or "Business Hours" means 9:00 a.m. — 6:00 p.m. Monday through Friday, U.S. Pacific time, excluding public holidays in the United States. 1.2. "Confidential Information" means all information disclosed by one Party(the"Disclosing Party") to the other Party(the"Receiving Party"),whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including information that is marked or otherwise conspicuously designated as confidential, and for NextRequest only, scripts and other tools used in the Service. Information that is (i)independently developed by either Party, without reference to the other's Confidential Information, (ii) is or becomes publicly available (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee of the Receiving Party), (iii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (iv) becomes available to either Party without restriction other than through breach of the Agreement or applicable law, will not be "Confidential Information" of the other Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Disclosing Party to participate in the proceeding to the extent permitted by law. 1.3. "Customer Content" means any content (including without limitation data, text, audio, video, or images) that Customer provides or transfers to NextRequest for processing, storage or transmission in connection with Customer's use of the Service, including without limitation, public records requests Customer receives directly from Requesters and submits to the Service, as well as any public records results (including redacted versions of documents)that Customer provides, uploads, publishes, displays, transfers or otherwise makes available to NextRequest through its use of the Services. Customer Content does not include Usage Data collected from Customer or Requesters. 1.4. "Customer User" means a person authorized by Customer,such as a Customer employee, to use the Service on Customer's behalf. Customer User does not include Requesters. 1.5. "Hourly Services" means hourly support or training services to be provided by NextRequest under an applicable order Form. 1.6. "Intellectual Property" or"IP" means all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefor and any and all reissues, divisions, continuations, renewals, extensions, continuations-in-part, utility models and supplementary protection certificates thereof; (ii)inventions(whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information or materials, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask work registrations, and applications therefor in the U.S. or any foreign country, and all other rights corresponding thereto throughout the world; (iv) trademarks, service marks, trade names, domain names, logos, trade dress, and all goodwill associated therewith; and (v)any other proprietary rights or a similar nature anywhere in the world. 1.7. "Prohibited Content" means content (i) that violates any third party's rights, including privacy or Intellectual Property rights; (ii) that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane,obscene, abusive, hate related, violent, harmful to minors; (iii)that advocates racial or ethnic intolerance; (iv) intended to advocate or advance computer hacking or cracking; 01222024 (v)gambling; (vi)other illegal activity; (vii)drug paraphernalia; (viii)phishing; (ix)malicious content; and (x) other material, products or services that violate or encourage conduct that would violate any laws or third-party rights. .8. "Requester" means a person that uses the Service to make a public records request or to access or download publicly-available records. .9. "Requester Content" means information provided directly to NextRequest by a Requester. Requester Content does not include Usage Data collected from Requesters. .10."Sensitive Information" means Confidential Information such as financial data, personal data, individually identifiable information about children, individually identifiable health information, geolocation information about specific people, Social Security numbers, driver's license numbers, other confidential ID numbers, financial account numbers, credit or debit card numbers, personal identification numbers (PINs) or passwords, street addresses, phone numbers or other personal information. .11."Service" means NextRequest's integrated web-based service, which assists customers in responding to public records requests. The Service consists of a core web-based application and any optional modules which may be purchased by Customer. The details of the Service subject to this Agreement are set forth in the order Form. .12."Service Level Agreement" or"SLA" means the NextRequest Service Level Agreement attached as Exhibit A to this Agreement and incorporated by reference. 1.13."Service Providers" means third-party providers of services that are part of the Service. 1.14. "Usage Data" means information other than Customer Content or Requester Content that is collected, directly or indirectly, from Customer or Requesters by or through the Service that specifically tracks the usage or performance of the Service, including information that incorporates or is derived from the processing, storage or transmission of information, data or content by or through the Service as well as any information, data or other content derived from NextRequest's or its Service Providers' monitoring of Customer's access to or use of the Service such as information reflecting the access or use of the Service by or on behalf of Customer or any Requester. All right, title, and interest in and to the Usage Data shall remain exclusively with NextRequest. Usage Data shall be considered the Confidential Information of NextRequest. NextRequest will employ commercially reasonable measures to ensure that access to Usage Data is not provided to any third party unless such entity has a need to know in order for NextRequest to perform its obligations under this Agreement. Notwithstanding anything else, Customer acknowledges and agrees that NextRequest may: (a) use Usage Data as necessary to provide Services under this Agreement, including for purposes of billing and providing reports to Customer; and (b) use and disclose Usage Data provided that it is aggregated in a manner that does not identify Customer, Customer's Users, or Requesters, and cannot be used to determine which portion of the aggregated data is related or attributable to Customer. 2. Services 2.1. NextRequest Service. During the term of this agreement, NextRequest will use commercially reasonable efforts to deploy, host, and maintain for Customer the Service further described in the Order Form. 2.2. Service Level Agreement. NextRequest will provide support for the Service according to the terms of the Service Level Agreement attached hereto as Exhibit A and incorporated by reference. 2.3. other Services. If provided in the order Form, NextRequest will provide Additional Services consistent with industry standards and according to the terms in the order Form. Services such as setup or customer support will be provided during Business Hours, online, or by telephone, unless otherwise agreed to by the Parties. 2.4. Excluded Services. Unless expressly provided in the order Form, NextRequest is not responsible for registering or maintaining domain names or DNS; hardware or software not provided as part of the Service; integration between the Service and any other software or system(except for issues originating with the Service or its interfaces); or providing direct support to Requesters. 2.8. Security. The Service is hosted by third-party Service Providers pursuant to agreements between NextRequest and such Service Providers. NextRequest maintains the level of security outlined in NextRequest's Security Policy ("Security Policy"), which is available at https://www.nextrequest.com/compliance/security-policy. 3. Intellectual Property and Licenses. 01222024 3.1. Service. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws of both the United States and foreign countries. Except for the express licenses granted in this Section 3.1, NextRequest reserves all rights in the Service. As between Customer and NextRequest, NextRequest retains all and exclusive rights, title, and interest in and to the Service, including all Intellectual Property rights or moral rights in the Service related thereto or created, used, or provided by NextRequest for the purposes of this Agreement, and any products, works, software used to provide the Service to Customer. During the Term and conditioned upon Customer's compliance with all provisions of this Agreement, NextRequest hereby authorizes Customer to access and use the Service for purpose of accepting, responding to and managing public records requests and publishing responsive documents ("Purpose"), and grants to Customer a personal, limited, royalty-free, non-exclusive, non-assignable, non-sublicensable and non-transferable right and license to use the Service only for the Purpose. Customer shall not(and shall not permit any third party to) directly or indirectly (a) copy, modify, translate or create derivative works or improvements of the Service; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Service or any part or derivative thereof to any person; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, structure or organization of the Service, in whole or in part; or (d) defeat, bypass, breach, deactivate, or otherwise circumvent any security device or protection used by the Service or access or use the Service other than through the use of its own then valid access credentials. 3.2. Customer Content. As between Customer and NextRequest, Customer retains ownership of all Intellectual Property in Customer Content. Customer grants to NextRequest, its Service Providers and each of NextRequest's respective subsidiaries, affiliates, and successors a worldwide, non- exclusive, royalty-free, fully-paid-up, transferable, irrevocable, perpetual, unlimited, and sub- licensable right and license to use, host, store, cache, reproduce, publish, publicly display, perform,distribute,transmit,translate, publicly perform, adapt, modify, and otherwise fully use and exploit Customer Content, in all media now known or later developed, for the purpose of providing the Services. 3.3. Requester Content. Requester Content submitted directly by a Requester to NextRequest is governed by the NextRequest"]"' ,ir�ra s o. � ir� i ,. As set forth in the Terms of Service, Requester ...................................................................... grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid-up, non-assignable, non- transferrable, irrevocable, perpetual, and non-sublicensable right to use Requester Content solely for the Purpose. 3.4. Feedback and improvements.Any suggestions provided by Customer in any form or medium to NextRequest with respect to NextRequest's products or services shall be collectively deemed "Feedback." NextRequest will be free to use Feedback without any obligation to Customer and Customer hereby assigns to NextRequest all rights, title, and interest in and to any Feedback. NextRequest will be considered the sole author of all modifications or improvements to the Service. NextRequest may use Customer Content to improve the Service and shall be the sole owner of any such improvements, so long as such use protects the confidentiality of Customer Content. 4. Customer obligations and Restrictions 4.1. Security. Customer will protect the accounts, passwords, and other authentication information Customer uses to access the Service and any NextRequest system, and is responsible for the use of the Service by any Customer User, employee of Customer, any person Customer authorizes to use the Service, any person to whom Customer has given access to the Service, and any person who gains access to Customer Content or the Service as a result of Customer's failure to use reasonable security precautions, even if such use was not authorized by Customer. Customer's user names, passwords, other login information or personal information may be stored by NextRequest or its Service Providers in the course of providing Service and may be available to the Service and Service Providers. 4.2. Compliance with Laws. Customer is solely responsible for Customer Content and will comply with all laws applicable to Customer's use of the Service, including without limitation, all local, state, and federal public records law and privacy and security laws. NextRequest shall not be liable for any damages that arise due to Customer's use of the Services or publication, processing, storage or transmission of any information in violation of any law. Customer represents and warrants that it has reviewed the Security Policy carefully and has made its own, independent determination whether the levels of privacy and security set forth in the Security Policy are sufficient for Customer's use of the Service. Customer acknowledges and agrees that the Service, 01222024 including without limitation the degree of privacy and security provided by the Service, may not comply with special privacy and security requirements relating to the processing, storage or transmission of Sensitive Information. Customer will not use the Service to process any information subject to the Health Insurance Portability and Accountability Act ("HIPAK) without signing a Business Associations Agreement with NextRequest. Customer agrees that if Customer uses the Service to process Sensitive Information, any such use is at Customer's own risk and NextRequest will have no liability to Customer or any third party arising out of or relating to such use. Customer recognized that NextRequest can be assessed fees, fines, and penalties ("Penalties") by the overseeing agency due to Customer's breach of this section 4.2. In the event Customer breaches its covenants in this section 4.2 and NextRequest is assessed Penalties, Customer shall bear all responsibility for payment of such Penalties in an amount up to $100,000 per violation, per year. Customer will not disclose to NextRequest or the Service any information that Customer is prohibited by any law or regulation from disclosing. 4.3. Acceptable Use Policy. Customer shall not use the Service (i)to send or facilitate the sending of unsolicited bulk commercial email (spam)or inundating a target with communications requests so the target cannot effectively respond to legitimate traffic; (ii)to send, upload, distribute, or transmit or store Prohibited Content (iii) to distribute malware, including viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (iv) to alter, disable, interfere with, disrupt, circumvent or exploit vulnerabilities in any aspect of the Service or NextRequest's or third parties'other services or systems; (vi)monitor data or traffic on the Service without permission; (vii)forge TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route; (viii)to infringe or misappropriate the Intellectual Property or privacy rights of any person; (vii) to otherwise violate, or promote the violation of, any law or the legal rights of any person; (viii) to impersonate another person; (ix)for any high risk use where failure of the Service could lead to death or serious bodily injury or any person or to physical or environmental damages, such as applications controlling transportation, medical systems or weaponry systems; or (x) to otherwise access or use the Service beyond the scope of the authorization granted under Section 2.1. If Customer becomes aware of any actual or threatened activity prohibited under this section, Customer shall immediately take all reasonable measures to stop the activity, to mitigate its effects, and to notify NextRequest. Customer is responsible for any act or omission of any Customer User. NextRequest and its Service Providers may report any activity, including disclosing appropriate information, if they suspect such activity violates any law or regulation. 4.4. Service Policies and Privacy. Customer acknowledges that NextRequest is required by law to provide a Privacy Policy for all users of the Service and visitors to NextRequest.com. Customer acknowledges that all users of the Service are subject to the NextRequest Privacy Policy available at https://www.nextrequest.com/privacypoIicy,which applies to information and data collected with respect to Requesters and Customers, including Requester Content, Usage Data and email correspondence handled by the Service. The NextRequest privacy policy applies to Usage Data relating to Customer Content, but does not apply to Customer Content itself. Customer acknowledges that, in order to use the Service, all users of the Service are subject to the NextRequest Terms of Service available at https://www.nextrequest.com/termsofservice which may be updated from time to time. 4.5. Deletion of Customer Content. The Service enables Customer to delete Customer Content for purposes of adhering to Customer's document retention or other policies, or any applicable law. When Customer deletes Customer Content ("Deleted Content"), such Customer Content is removed from databases accessible to Customer, Requester and/or the general public so that Customer no longer has access to Deleted Content. However, copies and backups of Deleted Content may continue to be stored on NextRequest's or its Service Providers' servers. Customer acknowledges and agrees that after deletion, under no circumstances will NextRequest provide Customer with copies of Deleted Content. NextRequest may provide Deleted Content to third parties as required by law or a court order, and will notify Customer to the extent allowed by applicable law. 4.6. Removal of Customer Content,Suspension of Service 4.6.1. NextRequest reserves the right to remove or prohibit any Customer Content or Requester Content that NextRequest determines in its sole discretion violates applicable law or the Acceptable Use Policy. 4.6.2. NextRequest may suspend or terminate Customer's use of the Services if NextRequest reasonably believes in its sole discretion that: (a)it is required to do so by law or a regulatory or government body,or doing so is necessary to protect the rights of NextRequest, 01222024 its Service Providers, a Requester, or its other Customers; (b)Customer has failed to comply with any material term of this Agreement, including the Acceptable Use Policy; (c) Customer's use violates applicable law or third-party rights;or(d)this Agreement expires or is terminated. In the event of that Customer's use of the Services is suspended or terminated pursuant to this Section 4.6.2, Customer shall be entitled as its sole remedy (and NextRequest's sole obligation)to a proportionate refund of any prepaid unused Fees from the date of suspension or termination. 4.6.3. Notwithstanding the foregoing and for the avoidance of doubt, NextRequest shall have no obligation to monitor,filter, or disable access to any Customer Content or Requester Content. 4.6.4. If NextRequest or a Service Provider elects to remove Customer Content or suspend the Services, to the extent possible and permitted by applicable law, NextRequest will give Customer advance notice of at least one (1) Business Day and will use commercially reasonable efforts to provide removed Customer Content to Customer to maintain Customer's business process continuity. 4.6.5. If Customer Content is removed as part of the notice-and-takedown procedure provided by the Digital Millennium Copyright Act ("DMCA"), and Customer believes such Customer Content was wrongly removed as a result of a copyright infringement notice, Customer may notify NextRequest as provided in section 6.3 of the Terms of Service. 6. Customer Representations and Warranties. Customer represents,warrants, and covenants that: 6.1. It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; 6.2. It has the legal right and authority to enter into and perform its obligations under this Agreement; 6.3. The execution and performance of this Agreement will not conflict with or violate any provision of any applicable federal, state, or municipal law, regulation, or ordinance; 6.4. This Agreement, when executed and delivered, will constitute a valid and binding obligation will be enforceable against Customer in accordance with its terms; 6.6. It has all necessary rights in the Customer Content to permit Customer's use of the Service and to grant the licenses contained in this Agreement without infringing the Intellectual Property or other rights of any third parties, violating any applicable laws, or violating the terms of any license or agreement to which it is bound; 6.6. Customer has the legal right and authority to provide Customer Content to NextRequest, and to make such Customer Content and Requester Content publicly available through the Service. 6.7. Customer's disclosure to the Services of any Customer Content or Requester Content will not violate any third-party Intellectual Property Rights or privacy rights. 6. Fees and Invoicing. 6.1. Fees, Invoicing. Customer will pay all fees stated in the order Form within 30 days of receiving an invoice from NextRequest. 6.2. Payments Processing. This section applies to Customers who use NextRequest's online payment tools and integrations (the "Payments Module"). The Payments Module and related integrations is made available through agreement(s) with Stripe, Inc., the terms of which are available at„h��:,t ;;Ilii,l ,;;. , ,rlu �llq 1. By electing to use the Payments Module, Customer agrees ........ .....................n.............. to abide by the relevant terms of NextRequest's agreements with Stripe, Inc., including without limitation terms relating to compliance with applicable laws, data privacy, and permitted and prohibited uses. Transactions processed using the Payments Module are handled directly between Requesters, Customer and Customer's Payment processor (for example, Stripe). NextRequest does not receive sensitive financial information (such as credit card or bank numbers) relating to the transactions. The only data made available to NextRequest is a record of the transaction including invoice information and the amount of the transaction. 6.3. Expenses. If Customer purchases Hourly Services, Customer will reimburse NextRequest for all ordinary and necessary expenses incurred in connection with the performance of the Hourly Services, including travel-related expenses. All travel will be pre-approved by Customer. 6.4. Taxes. Customer is responsible for any taxes that may be due as a result of this Agreement, except for taxes on NextRequest's net income. Taxes payable by Customer will be billed as separate items on NextRequest's invoices and will not be included in NextRequest's fees. If Customer claims a tax exemption, Customer must provide documentation of the exemption to NextRequest at the time of Customer order. 7. Confidential Information 7.1. Duty to Protect Confidential Information. Each Party will exercise the same degree of care and protection with respect to the Confidential Information of the other Party that it exercises with respect to its own Confidential Information, at least a reasonable degree of care. A Party will not 01222024 use the Confidential Information of the other Party except as permitted by this Agreement. Notwithstanding the foregoing either Party may disclose the other's Confidential Information to its employees and agents who have a need to know for the Purpose, provided that any agent to which Confidential Information is disclosed is bound by non-disclosure terms at least as protective as those in this Agreement. 7.2. Return of Confidential Information. Unless otherwise authorized, upon the earlier of termination of this Agreement or request by the other Party, each Party will promptly return or, subject to Section 4.8 and any applicable law, destroy all Confidential Information disclosed to it by the other Party and provide certification that all such Confidential Information has been returned or destroyed. 7.3. Notification obligation. If a Party becomes aware of any unauthorized use or disclosure of the Confidential Information of the other Party, it will make commercially reasonable efforts to notify the other Party of the unauthorized use or disclosure and assist in seeking a protective order or other appropriate remedy. 8. Publicity. Customer hereby authorizes NextRequest to include NextRequest's name and logo inconspicuously within the Client's instance of the Services. Customer may publicly refer to itself as a customer of the NextRequest Services, including on Customer's website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited, worldwide, license to use the other's logo in conformance with such Party's trademark usage guidelines and solely for the purposes of providing the Services. In no event will either Party issue a press release publicly announcing this relationship without the approval of the other Party, such approval not to be unreasonably withheld. 9. Term and Termination 9.1. Term. The term of this agreement begins on the earlier of (1) acceptance of this Agreement by Customer or (2) the first date on which NextRequest begins providing Services to Customer and ends on the later of(a) the last day of the Initial Term as set forth in the order Form, (b) the last date of any renewal term, or (c) the last date on which NextRequest provides Services to Customer. Unless NextRequest receives notice of termination from Customer 60 days or more before the expiration of the initial term (or any renewal term), the Agreement will renew automatically on the terms set forth herein for an additional term of one year at NextRequest's then-current rates. 9.2. Termination for Convenience. Customer may terminate for convenience at any time upon 30 days' written notice to NextRequest but will not be entitled to any refund of fees for any unused portion of the Service or unused Hourly Services. 9.3. Termination for Breach. Either Party may terminate the Agreement for breach if the other Party materially fails to meet any obligation stated in the Agreement and does not remedy that failure within thirty(30)days of written notice from the nonbreaching Party describing the failure. 9.4. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all licenses and rights to use the Service granted to Customer shall terminate immediately, and Customer shall immediately cease all use of the Service. If Customer has paid in advance for Service,and this Agreement terminates due to material breach of this Agreement by NextRequest, NextRequest shall refund Customer a prorated amount of any amount already paid. Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy provided in this Agreement or provided in law or equity, NextRequest shall be entitled to retain any amounts already paid. The following terms will survive expiration or termination of the Agreement: Sections 3, 41 G, 71 81 11, 12, and 13 as well as all other provisions of the Agreement that by their nature are intended to survive expiration or termination of the Agreement. 10. Changes to Services. In order to improve the Service, NextRequest may change, upgrade, patch, enhance, or fix any or all of the Service ("Updates") from time to time in order to provide the Service, and such Updates will become part of the Service and subject to this Agreement; provided that Next Request shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that NextRequest may cease supporting old versions or releases of the Service 01222024 at any time; provided that NextRequest will make commercially reasonable efforts to give Customer prior notice of any major changes to the Service. 11. Intellectual Property Infringement and Indemnification 11.1. NextRequest's obligations for IP Infringement. If any action is instituted by a third party against Customer based upon a claim that any part of the Service (an "Infringing Item"), infringes any Intellectual Property right, NextRequest's sole obligation will be at its option and expense to (a) procure for Customer the right to continue using the Infringing Item, (b) replace or modify the Infringing Item so that it is no longer infringing but continues to provide comparable functionality, or(c)terminate this Agreement and Customer's access to the Service, in which case NextRequest shall refund a prorated amount of any amounts paid for which Service have not yet been received. NextRequest shall have no liability to Customer for any infringement action to the extent such action arises out of a breach of the terms and conditions of this Agreement by Customer or of the use of the Service (or any component part thereof)after it has been modified by Customer without NextRequest's prior written consent. This Section 11.1 states NextRequest's sole liability to Customer, and Customer's exclusive remedy against NextRequest for infringement claims. 11.2. Customer's Indemnification of NextRequest. Unless prohibited under applicable law given Customer's status as a public entity, Customer agrees to defend, indemnify and hold harmless NextRequest and its affiliates and their respective directors, officers, employees, and agents from and any and all damages, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred as a result of any claim, judgment, or proceeding relating to or arising out of: (a) Customer's breach of this Agreement, including without limitation of any of Customer's warranties or representations or NextRequest's Acceptable Use Policy or (b) any claim alleging that NextRequest has infringed or secondarily infringed on the intellectual property or proprietary right of a third party as a result of Customer Content or Customer's use of the Service, whether or not Customer was aware of the allegedly infringing conduct and whether or not the conduct is actually infringing. 12. Disclaimers and Limitations on NextRequest's Liability 12.1. NextRequest is not responsible to Customer or any third party for unauthorized access to Customer Content or the unauthorized use of the Service unless the unauthorized access or use results from NextRequest's failure to meet its security obligations under this Agreement. 12.2. Disclaimer of Warranty. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS"AND "AS AVAILABLE"AND NEXTREQUEST MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEXTREQUEST MAKES NO REPRESENTATION OR WARRANTY (A) USE OF THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, (B) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,OR(C)REGARDING THE ACCURACY OR RELIABILITY OF ANY CONTENT. 12.3. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.4, IN NO EVENT WILL NEXTREQUEST OR ANY OF ITS SUCCESSORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE FOR (a) LOSS OF GOODWILL OR REPUTATION; (b) EXCEPT AS EXPRESSLY PROVIDED IN THE SERVICE LEVEL AGREEMENT, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF THE SERVICE; (c)COST OF REPLACEMENT GOODS OR SERVICES; OR (d) LOST REVENUES OR PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF NEXTREQUEST AND ITS SUCCESSORS, LICENSORS, OR SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER,WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL 01222024 AMOUNT ACTUALLY PAID BY CUSTOMER TO NEXTREQUEST UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT APPLICABLE LAW PROHIBITS THE FOREGOING LIMITATION OF LIABILITY, NEXTREQUEST'S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. 12.4. Nothing in this Agreement limits or excludes either Party's liability for its gross negligence or willful misconduct. 13. General 13.1. State Agency Piggybacking. NextRequest agrees to allow Customer and other public agencies in the State of Florida to purchase additional items, at the same terms and conditions as this Agreement, excluding pricing and term length, and services to be provided, which will be separately agreed upon by NextRequest in a mutually executed order Form. 13.2. Governing Law. Unless otherwise mutually agreed by the Parties in an Order Form, this Agreement will in all respects be governed by and construed and enforced in accordance with the laws of the State of California, without respect to conflict-of-laws principles. 13.3. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association in San Francisco, California. Upon receipt of notice of any dispute to be settled by binding arbitration, the American Arbitration Association will use its best efforts to appoint a single arbitrator within 30 days after receipt of such notice. 13.4. Arbitration Award. The arbitrator will not have the authority to award exemplary or punitive damages to any injured party.A decision by the arbitrator will be final and binding. Judgment may be entered on the arbitrator's award in any court having jurisdiction, and such award will not be appealable. 13.8. Notice. Written notice by either Party to the other may be given: (i) in person, and such notice will be deemed valid on the date of delivery in person; or(ii)by email to the Party contact identified in the Order Form, and such notice will be deemed valid as of the proof of mailing date. 13.6. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. NextRequest may use Service Providers to perform all or any part of the Service, but NextRequest remains responsible to Customer under this Agreement for Service performed by its Service Providers to the same extent as if NextRequest performed the Service itself. 13.7. Force Majeure. Neither Party will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond either Party's control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry. 13.8. Modifications. Unless otherwise expressly permitted in this Agreement, the Agreement may be amended only by a formal written agreement signed by both Parties. An Order Form may be amended to modify, add, or remove services by mutual written agreement of the Parties, agreement by email being sufficient. Any terms on Customer's purchase order or other business forms by which Customer orders or pays for Service will not become part of this Agreement. 13.9. Entire Agreement. The Agreement, together with the Order Form, Terms of Use and Privacy Policy, constitutes the complete and exclusive agreement between the Parties regarding the Service and supersedes and replaces any prior understanding or communication, written or oral. Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of NextRequest which is not set out in the Agreement. 13.10. Precedence. If there is a conflict between the Order Form and this Agreement, then this Agreement will control. 13.11. Unenforceable Provisions. If any part of the Agreement is found unenforceable by a court,the rest of the Agreement will nonetheless continue in effect, and the unenforceable part will 01222024 be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the Parties underlying the Agreement. 13.12. No Waiver. Each Party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. 13.13. No Partnership. The relationship between the Parties is that of independent contractors and not business partners. Neither Party is the agent for the other, and neither Party has the right to bind the other to any agreement with a third party. 13.14. No Third-party Beneficiaries. There are no third-party beneficiaries to this Agreement. 13.15. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be considered a legal original for all purposes. 01222024 Addendum Monroe County Terms and Conditions The Monroe County Board of County Commissioners (herein after"County") and Next Request, LLC, a foreign limited liability company (herein after"NextRequest") agree as set forth below. The County and NEXTREQUEST hereby enter into this Addendum to NEXTREQUEST's Master Service Agreement as a separate agreement ("Addendum" or "Agreement") which will govern all Order Forms. If there is any conflict between this Addendum or the NEXTREQLTEST's Mater Service Agreement or Order Form(s), this Addendum will control and govern. The County and NEXTREQUEST agree to following: Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes. Payments due and unpaid under the Contract shall bear interest pursuant to the Local Government Prompt Payment Act. NEXTREQUEST shall submit to the County invoices with supporting documentation that are acceptable to the Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Payment will be made by check, unless otherwise agreed to the Clerk. The County is a political subdivision of the State of Florida and is exempt from taxation. The County can provide its Certification of Exemption upon request. The County's performance and obligation to pay under any multi-year invoice or quote is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. County's indemnification is limited and subject to the sovereign immunity provisions of Sec. 76828, Florida Statutes. Nothing contained in any agreement, quote or invoice shall be deemed a waiver of immunity, nor shall any agreement entered into by the County be required to contain any provision for waiver. Maintenance of Records: NEXTREQUEST shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for eve years following the termination of this Agreement. If an auditor employed by the County or the determines that monies paid to NEXTREQUEST pursuant to this Agreement were spent for purposes not authorized by this Agreement, NEXTREQUEST shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to Contractor. Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to 1 be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue shall 1 i e in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. 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. Nondiscrimination: The Parties 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 party, effective the date of the court order. The Parties agree 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 on the basis of race, color 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 disabilities; 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 91-6 1 6), 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 maybe 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) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Public Records Compliance. NEXTREQUEST must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by NEXTREQUEST. Failure of NEXTREQUEST to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall 2 survive any termination or expiration of the contract. NEXTREQUEST is encouraged to consult with its advisors about Florida Public Records Lave in order to comply with this provision. Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the NEXTREQUEST in this Addendum or any agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Addendum/Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the NEXTREQUEST agree that neither the County nor NEXTREQUEST or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Addendum/Agreement. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. NEXTREQUEST shall comply with and be subject to the provisions of F.S. 448.095 COUNTY FORMS. By signing this Agreement, NEXTREQUEST has sworn or affirmed to the following requirements as set forth in the Public Entity Came Statement, Ethics Statement, Drug- Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in more detail in this Agreement. Public Entity Crime Statement The NEXTREQUEST certifies and agrees that NEXTREQUEST nor any Affiliate has been paced on the convicted vendor list within the last 36 months. 3 In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid, proposal or reply on a contract to provide goods or services to a public entity; may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposal, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity came may not submit a bid, proposal, or reply on contracts to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, NEXTREQUEST or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, NEXTREQUEST represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, NEXTREQUEST further represents that there has been no determination, based on an audit, that it or any subcontractor has commuted an act defined by Section 287.133, Florida Statutes, as a "public entity came" and that it has not been formally charged with committing an act defined as a "public entity came" regardless of the amount of money involved or whether NEXTREQUEST has been placed on the convicted vendor list. NEXTREQUEST will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Ethics Clause By signing this Agreement, NEXTREQUEST warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase pace, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS NEXTREQUEST agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized 4 Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of NEXTREQUEST, I hereby certify that the company identified above as "NEXTREQUEST" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: e 1 , ��e �.t. i."o tl�i. ti.ot.1 o��. 1. t a a p........................................................ ............................... Non-Collusion Affidavit NEXTREQUEST by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of NEXTREQUEST, the bidder/proposer making the Proposal/quote for the project or goods described in the Scope of Work/Invoice/Quote and that I executed the said proposal/quote with full authority to do so; the prices in this bid/proposal/quote have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid/proposal/quote have not been knowingly disclosed by the bidder/proposer and will not knowingly be disclosed by the bidder/proposer prior to bid opening (if a bid opening is being held for the procurement of this project, goods or services), directly or indirectly, to any other bidder/proposer or to any competitor; and no attempt has been made or will be made by the bidder/proposer to induce any other person, partnership or corporation to submit, or not to submit, a bid/proposal/quote for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. CIVICPLUS, the parent entity of NEXTREQUEST Signature. Senior VP of Customer Success 3/31/25 Title Date 5 ACC'`" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 5/14/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alliant Insurance Services, Inc. PHONE Tyler Takahashi FAX 32 Old Slip 29th FI A/c No Ext: A/c No): New York NY 10005 AD RIESS: Tyler.Takahashi@alliant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National Fire Insurance Compan 20478 INSURED INSIPAR-02 INSURER B: Continental Insurance Company 35289 CivicPlus, LLC and its direct and indirect subsidiaries INSURER C: Endurance American Specialty I 41718 302 S. 4th Street Suite 500 INSURER D: Manhattan KS 66502 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1859964681 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 EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y 7092029663 5/17/2025 5/17/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 - MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 T7 71 'e' GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X PRO- �( .�"'" .. POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y 7092022602 5/17/2025 5/17/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY APer accident B X UMBRELLA LIAB X OCCUR Y Y 7092030120 5/17/2025 5/17/2026 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$1 n nnn $ B WORKERS COMPENSATION Y 7092032580 5/17/2025 5/17/2026 X PER OTH- A AND EMPLOYERS'LIABILITY Y/N 7092031056 5/17/2025 5/17/2026 STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Cyber/Tech E&O CT030087537300 5/17/2025 5/17/2026 Each Claim Limit $5,000,000 Aggregate Limit $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) WC-7092032580-CA WC-7092031056-AOS Certificate Holder is included as an Additional Insured as respects to General Liability,Auto Liability and Umbrella/Excess Liability. Waiver of Subrogation applies in favor of Additional Insureds with respects to General Liability,Auto Liability, Umbrella/Excess Liability and Workers Compensation as permitted by law. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD yi Additional Named Insured: Policy#7092029663 ❑ Eff Date: 05/17/25 ❑ Exp Date: 05/17/26❑ ❑❑ 1111❑❑❑❑❑❑❑ ❑❑ ❑❑❑❑ID❑❑❑❑❑❑❑R❑❑❑ ❑❑ ❑❑❑❑❑❑❑❑❑ ❑❑ ❑❑❑❑R11111111111111111111 511 ❑❑❑❑❑❑❑❑❑D❑❑R❑❑❑ ❑❑ ❑❑❑❑❑❑❑❑❑❑❑❑ ❑❑ ❑❑❑❑❑❑❑❑❑❑ ❑❑ ❑R❑❑❑❑❑❑❑❑❑❑❑❑ ❑❑ ❑❑❑❑M❑❑❑❑❑❑❑ ❑❑❑ M 1111❑❑D 11111111111 ❑❑❑ ❑❑❑❑❑❑RM❑D❑❑❑❑❑ ❑❑❑ ❑❑❑❑D❑❑❑❑❑❑❑ ❑❑❑ M❑❑❑❑❑❑❑❑D❑❑❑❑❑❑❑❑❑ ❑❑❑❑❑ CNA CNA PARAMOUNT Additional Insured - Owners, Lessees Or Contractors Scheduled Person Or Organization This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s) As Required by Written Contract c M O l0 O O 00 M A H �4 O h rn N M O i d4 O M O 4-4 0 W U1 N O i N N O O O O CG PO 10 12 19 Policy No: 7092029663 Page 1 of 2 Endorsement No: 12 Nat 'l Fire Ins Co of Hartford Effective Date: ❑5 P❑P❑C5 Insured Name: CIVIC PLUS HOLDINGS, LLC Copyright Insurance Services Office,Inc.,2018 CNA CNA PARAMOUNT Additional Insured - Owners, Lessees ter Contractors - Scheduled Person Or Organization Location(s)Of Covered Operations Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section 11 — Who Is' An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s)at the location(s)designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law;and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to bodily injury or prop"damage occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section 111111— Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 2010 12 19 Policy No: 7092029663 Page 2 of 2 Endorsement No: 12 Nat 'l Fire Ins Co of Hartford Effective Date: E5 iiiiiiiiiiiiE5 Insured Name: CIVIC PLUS HOLDINGS LLC Copyright Insurance Services Office,Inc.,2018 CNA CNA PARAMOUNT Additional Insured - Owners, Lessees Or Contractors - Completed Operations This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROD UCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s) As Required by Written Contract 00 0 t10 0 O 00 0 FD 0 (y) H C) O (y) 0 44 0 O lfl C) 0 0 CG 20 37 12 19 Policy No: 7092029663 Page 1 of 2 Endorsement No: 13 Nat 'l Fire Ins Co of Hartford Effective Date: Ei5[iiiniiiEn5 Insured Name: CIVICPLUS HOLDINGS LLC Copyright Insurance Services Office,Inc.,2018 CNA PARAMOUNT CNA Additional Insured - Owners, Lessees Or Contractors - Completed Operations Location And Description Of Completed Operations Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for bodily injury or property damage caused, in whole or in part, by your work at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the products-completed operations hazard. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III— Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. DG20371219 Policy No: 7092029663 Page 2 of 2 Endorsement No: 13 Nat 'l Fire Ins Co of Hartford Effective Date: ❑5[I[i❑E[[i❑❑5 Insured Name: CIVIC PLUS HOLDINGS, LLC Copyright Insurance Services Office,Inc.,2018 CNA PARAMOUNT CNA TechnologyGeneral LiabilityExtension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds co 2. Additional Insured-Primary And Non-Contributory To Additional Insured's Insurance rn kD 3. Bodily Injury—ExpandedDefinition 0 rQ 0 4. Broad Knowledge of Occurrence/Notice of Occurrence 5. Broad Named Insured Q H o G. Estates, Legal Representatives and Spouses N 7. Expected Or Intended Injury--Exception for Reasonable Force rl 0 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability—Damage To Premises 12. Medical Payments 0 13. Non-owned Aircraft Coverage 0 N N 14. Non-owned Watercraft 0 15. Personal And Advertising Injury--Discrimination or Humiliation N 16. Personal And Advertising Injury-Limited Contractual Liability 0 0 17. Property Damage-Elevators 18. Supplementary Payments 19. Property Damage—Patterns,Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation—Blanket CNA74872XX(1-15) Policy No: 7092029663 Page 1 of 14 Endorsement No: 1 n Nat 'l Fire Ins Co of Hartford Effective Date: C6iiii❑iiii❑❑5 Insured Name: C I`iTIC PLUS 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 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A.through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A.through K.below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, On behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, properly damage or personal and advertising Injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX(1-15) Policy No: 7092029663 Page 2 of 14 Endorsement No: 1 n Nat 'l Fire Ins Co of Hartford Effective Date: ❑5iiii❑Em❑C5 Insured Name: CIVIC PLUS 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 Endorsementj 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'Promises Co (Y) 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 0 Coo the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that nQ 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 0 -D behalf of, or for such additional insured. CN CN G. Mortgagee,Assignee or Receiver 0 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. 0 rn 44 0 H. State or Governmental Agency or Subdivision or PoliticalPoliticalSubdivisions—Permits 0 A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but CN only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily 0 1 Injury, property damage or personal and advertising injury arising out of: CN Cq CD 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which C) 0 this insurance applies: 0 a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults,street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, prop"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(1-1%5) Policy No: 7092029663 Page 3 of 14 Endorsement No: 10 Nat '1 Fire InS4 Co of Hartford Effective Date: Ei5[,[iEi[,[iEiEi5 Insured Name: CINJ'ICPLUS HOLDINGS,, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permissloi 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 ng 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: 7092029663 Page 4 of 14 Endorsement No: 10 Nat '1 Fire Ins Co of Hartford Effective Date: ❑5 z❑z❑z6 Insured Name: CIVIC PLUS 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 Endorsementj 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 00 Any person or organization: who is not an additional insured under Paragraphs A. through J. above. Such rf) 0 additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury kD 0 for which such additional insured is liable because of the Named Insured's acts or omissions. C) CQ co The coverage granted by this paragraph does not apply to any person or organization: rn 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 0 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 INSURED119i 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. C) M C) 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSUREDS INSURANCE 44 0 A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended C) Ln to add the-following paragraph: N 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 C) CD not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own CD insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY—EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury,sickness;or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence,Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX(1-1 15) Policy No: 7092029663 Page 5 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: E5 iiiiniiiEn5 Insured Name: CINJ'ICPLUS 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 The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3.in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b, by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise,which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA74872XX(1-15) Policy No: 7092029663 Page 6 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date E5iiiiEiEiiiEiEi5 Insured Name: CIVICPLUS 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 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 0 Named Insureds are Insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. 0 0 7. EXPECTED Oil INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled A Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: N Expected or Intended Injury M 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 CD M Named Insured, will be treated) in the same manner as though the action were in personam against the Named 0 Insured. 44 ° 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE H Ln 0 Solely with respect to bodily injury that arises out of a health care incident: N 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.(T)with the following: 0 0 0 b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX(1-1%5) Policy No: 7092029663 Page 7 of 14 Endorsement No: 10 Nat 'l Fire In.a Co of Hartford Effective Date: ❑5T❑T❑❑5 Insured Name: CI1irICPLUS HOLDINGS,, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. i CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: 1. 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; 1. 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: 7092029663 Page 8 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: ❑5 mi❑Em❑❑5 Insured Name: CIVIC PLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. i CNA PARAMOUNT CNA 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: co (1) bodily injury to a co-employee while in the course of the co-employee's employment by the O `° 0 Named Insured or while performing duties related to the conduct of the Named Insured's, W business; and worker while performing duties related to the conduct of the (2) bodily injury to a volunteer w p g Q Named Insured's business; M � when such bodily injury arises out of a health care incident. Ln • the Named Insured's volunteer workers are Insureds with respect to: O (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. O o b. delete Subparagraphs(a), (b), (c)and(d)of Paragraph 2.a.(1)of WHO IS AN INSURED. Ln c. add the following: N O Insured does not include any physician while acting in his or her capacity as such. N CDD. The other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Famed 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: 7092029663 Page 9 of 14 Endorsement No: 10 Nat '1 Fire Ins Co of Hart f ord Effective Date: ❑5iiii❑iii❑❑5 Insured Name: CIVICPLUS HOLDINGS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permissior L_2114t."s- CNA CNA PARAMOUNT TechnologyGeneral LiabilityExtension 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 S.(the Damage To Premises Rented To You Limit) and replace it with the following: f. 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 xaxii), and replace it with the following: (11) 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: 7092029663 Page 10 of 14 Endorsement No: 10 Nat '1 Fire Ins Co of Hartford Effective Date: 115 iiii❑Em❑C5 Insured Name: CIVIC PLUS 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 Endorsementi 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C— Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: or co (2) the amount shown in-the Declarations for Medical Expense Limit. rn 0 W 0 B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace cco o Paragraph I.a.(3Xb)with the following: {b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 0 13. NON-OWNED AIRCRAFT t-) .D Under COVERAGES, Coverage A — Bodily Injury and Prop" Damage Liability, the paragraph entitled H Exclusions is amended as follows: 0 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; 0 rn CD 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 44 0 3. the aircraft is not being used to carry persons or property for a charge. M Ln N 0 14. NON-OWNED WATERCRAFT I rq Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled N 0 Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and 0 C3 replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY—DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX(1-1 Policy No: 7092029663 Page 11 of 14 Endorsement No: to Nat 11 Fire Ins Co of Hartford Effective Date: [15 arimiai5 Insured Name: CIVIC PLUS 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 Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company)of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1.ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising Injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising Injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX(1-15) Policy No: 7092029663 Page 12 of 14 Endorsement No: 1 n Nat 1 1 Fire Ins Co of Hartford Effective Date: Ei5 iiiiniiiai5 Insured Name: CIVIC PLUS 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 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 Linder 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: co M 1. Paragraph 2.d.is replaced by the following: 0 10 co 0 0 d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit co aria such that no conflict appears to exist between the interests of the Insured and the interests of the (Y) indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2J.(2Xb)is deleted and replaced by the following: 0 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 C) (Y) if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this 0 Coverage Part. 44 0 11;V 17. PROPERTY DAMAGE—ELEVATORS Ln N 0 A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled N I Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs(3), (4)and(6)of N the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. 0 B. Solely for -the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph I.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(1-1 15) Policy No: 7092029663 Page 13 of 14 Endorsement No: 10 Nat 'l Fire Inic Co of Hartford Effective Date: Ei5 iiiiniiiEn5 Insured Name: CIVIC PLUS 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 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: 7092029663 Page 14 of 14 Endorsement No: 10 Nat 'l Fire Ins Co of Hartford Effective Date: Ei5 iiiiEiEmEn5 Insured Name: CIVIC PLUS HOLDINGS.. LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA Business Auto Policy Pd['1'c y ��E ri d o��r s e rir'i e r"'ii"t II Iglu V ulP I I ii u� I tl i i . It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a par[ of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA]152]%% 11 0-2 01 21 Policy No: BUA Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05,'1 7i2025 Endorsement No: 16; Page: 1 of 1 Policy Page: ]]of 89 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 "Copyright CNA All Rights Reserved. CNA Business Auto Policy Pd[ic y Fr�i dorser�e rii"t THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CIVICPLUS, LLC Endorsement Effective Date: 05/17/2025 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Policy No:BUA 000ELIELIELIE] Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05/17/2025 Endorsement No: 5; Page: 1 of 1 Policy Page: 49 of 89 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 °Copyright Insurance Services Office, Inc., 2011 CNA' Workers Compensation And Employers Liability Insurance Pol"Icy 1 llllllliluuu We have llllthe right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf You are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 104-19841 Policy No:WC 5 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: L]5_ _ 5 Endorsement No: 137; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, a sosos Copyright 1983 National Council on Compensation Insurance. CNA Workers Compensation And Employers Liability Insurance P6['1'cy ��E��r,�ido��rse��r-ne��r",ii"t 1 III,..,I i "+I ��'uull a II � i;, Ill�li il'��I ��TuWiNWiiiiiiiiiuuu�� ,. This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which You and we agree that is a percentage of the total standard premium for California exposure. The amount is 3%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G-19160-B 111-1997I Policy No:WC l 92032580 Endorsement Effective Date: 115 1111111111111111 Endorsement Expiration Date:E111511111111111115 Policy Effective Date: 05i1 J/2025 Endorsement No: 5; Page: 1 of 1 Policy Page: 38 of 55 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 "Copyright CNA All Rights Reserved. CMA Workers Compensation And Employers Liability Insurance P o lic:y �r�iii d ore &rit This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. F-] Specific Waiver Name of person or organization 0 Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 42 03 04 B (06-2014) Policy No:WC EIE]EIDDDOCb❑ Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 05/17/2025 Endorsement No: 127; Page: 1 of 1 Policy Page: 387 of 404 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 °Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. CNA' Workers Compensation And Employers Liability Insurance Pol"Icy 1 llllllliluuu We have llllthe right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf You are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 104-19841 Policy No:WC iiiiiiiiiiiiiiEi5ii Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: L]5_ _ L]5 Endorsement No: 137; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, a sosos Copyright 1983 National Council on Compensation Insurance. CNA CNA Paramount Excess and Umbrella Liability pol"'I'cy Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The "Insurer" refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. I. COVERAGES A. Coverage A - Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: 1. if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and 2. if the applicable underlying insurance is on a claims made basis, then only if: a. that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and b. the claim is first made during the policy period. B. Coverage B - Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: 1. that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or 2. because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: a. the bodily injury or property damage occurs during the policy period; b. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; Form No: CNA75504XX (03-2015) Policy No: 0000000000 Policy Page: 1 of 32 Policy Effective Date:05/17/2025 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 14 of 57 °Copyright CNA All Rights Reserved. ' "r "r BOARD OF COUNTY COMMISSIONERS County of ''' 'r"%�iii'`r Mayor Sylvia J.Murphy,District 5 � �;%���'���'' Mayor Pro Tem Danny L.Kolhage,District 1 The ]Florida Keys ��%„��!�»���, � �a' Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 Robert B.Shillinger,County Attorney** Pedro J.Mercado,Assistant County Attorney** Office of the County Attorney Cynthia L.Hall,Assistant County Attorney** 1111 12th Street,Suite 408 Christine Limbert-Barrows,Assistant County Attorney** Key West,FL 33040 Derek V.Howard,Assistant County Attorney** (305)292-3470—Phone Steven T.Williams,Assistant County Attorney** (305)292-3516—Fax Peter H.Morris,Assistant County Attorney Patricia Eables,Assistant County Attorney Chris Ambrosio,Assistant County Attorney** Paunece Scull,Assistant County Attorney **Board Certified in City,County&Local Govt.Law MEMORANDUM TO: OMB FROM: Brian Bradley, Senior Coordinator Monroe County Attorney's Office DATE: May 22, 2019 SUBJECT: Public Records Management Software Brian Bradley, Allison Williams and Maureen Proffitt reviewed the three software packages (see attached proposals) and found NextRequest to be the best fit for the County. Its ease of use is its strong point making for an easier learning curve with staff. In addition, it had tools to upload and edit PST files. PST files are the format we use to supply email requests no other solution had this type of option. This is not the cheapest solution reviewed; however, it is best fit for our needs and worth paying the additional cost. See the attached scoring sheet for price breakdown of the three reviewed programs. If you have any questions, or need further information, please feel free to contact me at 292-3470. Thank you Scoring Sheet Records Management Software Brian Bradley, Allison Williams and Maureen Proffitt reviewed the three software packages below and reached the following decision. 1. N EXTREQU EST $16,040.00 Set-cost each year for the next three years. Of the three, this one received the best review overall. Ease of use and power are the strong points. 2. G OVQA $22,400 first year, $20,300 after The most powerful; however, the most complex. It would have a higher learning curve that would be a hindrance to staff. 3. JustFOIA $9000 first year, $6,500 after. It is a bit of a mix between the two above. It would be able to do the job; however, it is not as elegant as NextRequest. Its strongest point is its price.