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HomeMy WebLinkAboutCities Digital, Inc. D.B.A. "CDI" - Software License & Services Agreement DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D CDI DIR-TSO-4387 APPENDIX D Software License & Services Agreement Subject to the terms and Conditions of DIR Contract No DIR-TSO-4387 and this Agreement. This agreement is made and entered into on, Click here to enter a date. by and between: Cities Digital, Inc. (D.B.A. "CDI") Customer: City of Yakima 2000 O'Neil Road Customer Address 1: 129 N 2nd St. Suite 150 And Customer Address 2: Hudson,WI 54016 City, State,Zip:Yakima,WA 98901 herein referred to as"Seller"; herein referred to as"Customer." WITNESSETH WHEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt of which is acknowledged,the parties agree as follows: 1. Agreement to Sell and Purchase: Seller hereby agrees to sell to Customer, and Customer agrees to purchase from Seller those software products, services, maintenance agreements, and upgrades set forth in Exhibit"A". 2. License Agreement: It is specifically agreed and acknowledged that the software products sold by Seller to Customer as described in Section 1 hereinabove, are being sold subject to the restrictions, duties and obligations of Seller pursuant to License Agreements referenced in"Exhibit C."Seller and Customer, by execution of this agreement, agree to fully abide by the terms and conditions of such License Agreements; including the terms and conditions of DIR Contract DIR-TSO- 4387 Section 7A.2 Software License Agreement. 3. Term of Agreement: The term of this Agreement shall be for 1 year from the date first written date above and shall renew for a one-year term, in accordance with the state of Texas Procurement Policies and Procedures for individual customer agencies. Auto renewal without a written consent from DIR customer,will be null and void. 4. Purchase Price, Payments&Renewals: Payments: Customer shall pay undisputed invoices in accordance with Appendix A,Section 8J of DIR Contract No. DIR-TSO-4387. The purchase price for the software products and services being purchased by Customer from Seller are set forth in the quotation in Exhibit"A" and shall be due and payable from Customer to Seller as follows: a. Payment Schedule:will done in accordance with customers issued Purchase Order.Any and all estimated amounts projected by seller will have a"not-to-exceed" amount agreed upon by both parties which will be in writing. Payment Schedule: Payment Date Description/Percentage Payment Amount Due Upon Software and Maintenance&Services in Exhibit A $21,654.00(pre-tax) Renewal Date Due Upon Professional Services(40 Hours)in Exhibit A $6,400.00(pre-tax) Renewal Date 5. Limitation: It is specifically acknowledged and agreed that DIR Contract DIR-TSO-4387 does not allow for software development, customization and/or code services through this contract, therefore all techniques, procedures and methodologies used and implemented by Seller in the performance of authorized services under this agreement are not included in the sale, and all intellectual property rights to such techniques, procedures and methodologies shall be retained by Seller, or by such third parties with whom Seller may contract with or have licenses through. If conflicts arises between DIR-TSO-4387 Appendix D DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D this agreement and DIR Contract DIR-TSO-4387,the DIR Contract will prevail. 6. Independent Contractor: It is specifically acknowledged that Seller is an independent contractor, and that no agent, employee, or subcontractor of Seller shall be deemed an employee of Customer or be entitled to any compensation from Customer except as specifically set forth in this agreement. 7. Confidentiality:To the extent allowable under the Texas Public Information Act, "Confidential Information" means all information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party") that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure.Any technical or other documentation relating to the Software, logins, passwords and other access codes and any and all information regarding Seller products. Seller shall keep confidential all non-public aspects of the work performed under this contract, including but not limited to all communications regarding that work and all Customer data and information to which Seller obtains access in the course of performing services under this agreement. Seller shall limit internal access to information regarding work under this contract to those members of Seller's own staff or subcontractors of Seller who are directly involved in the work or otherwise have a need for access to the information. Unless otherwise required by law, Seller shall not disclose any non-public information to anyone other than the Customer's project manager and Seller's own staff and subcontractors without the Customer's prior written consent. Seller shall ensure that all individuals and subcontractors engaged directly or indirectly by Seller to provide services under this agreement are advised of and required to comply with the forgoing confidentiality obligation. 8. Sharing Information: Upon the Customer's written request and authorization, Seller shall share any project information designated by the Customer and shall fully cooperate with all corporations, firms, contractors, governmental entities, and persons involved in or associated with the project and designated by the Customer in the request. Seller shall not communicate with representatives of any of the news media regarding work under this contract; any communications with news media representatives regarding this contract shall be exclusively through the Customer. 9. Commitment and Completion: It is agreed that Seller shall commence work within 14 days of receipt by Seller from Customer of a written authorization to proceed and shall be completed pursuant to Exhibit "A." Notwithstanding such schedules, it is acknowledged that delays resulting from any acts or omissions of Customer, or circumstances beyond the control of Seller, including, but not limited to acts of war or terror, natural disasters, material shortages, and acts of God, shall not be deemed a breach of this agreement. 10. Insurance: Insurance shall be handled in accordance with Appendix A, Section 10N of DIR Contract No. DIR- TSO-4387. 11.Warranty and Limitations: In addition to any other warranties provided in this contract, Seller warrants that all products and services will conform to specifications applicable to this agreement, and that all work will be performed in a good and workmanlike manner, consistent with the terms of the contract and industry standards. Except as otherwise set forth herein, Seller's warranty is specifically limited to successful completion of installation and operation of Laserfiche software program with respect to scanning and capturing documents of Customer as provided in Exhibit "B", and that, except as may be available through CompuLink Management Center, Inc., Seller gives no other warranties, express or implied. In the event the software is unable to perform as warranted by Seller within 30 days of completion of installation, Customer shall be entitled to a full refund of the purchase price. It is specifically acknowledged and agreed that Seller's warranty is limited and shall not apply to performance by the Seller under this agreement of specifications other than those specifically warranted above,such exclusions to include, but are not limited to: 1)the integration of the system to be installed by Seller with existing software of Customer; and 2)the importation of documents into the system, due to the fact Seller currently has insufficient knowledge of the documentation. In addition, said warranties shall not apply:a)To the extent of any problems encountered with the integration of external databases with the software installation; b)To the extent of any problems encountered as a result of the failure of the Customer to install and configure the hardware necessary to operate the software in accordance with the hardware specifications previously provided by the Seller; or c) To the extent of any problems encountered as a result of the failure of the Customer's computing equipment, servers, networks or operating systems. 12. Limitation and Damages: Limitation of Liability shall be handled in accordance with Appendix A, Section 10K of DIR Contract No. DIR-TSO-4387. The Seller will endeavor to provide high quality services and a high-quality product. However, the Seller is not, and will not be responsible for any consequential or incidental damages resulting from any interruptions of service, or data loss(including lost transactions).With the exception of Customer subscribing to Server Hosting,day-to-day data backup is the Customer's responsibility and Seller is not and cannot be liable for data loss due to poor or nonexistent or insufficient backup or any other issues associated and/or caused by Customer's day-to-day server data backup. DIR-TSO-4387 Appendix D DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D 13. Governing Law:This Agreement shall be governed by and construed under the laws of the State of Texas, U.S.A. The parties consent to the exclusive venue of the state courts located in and serving Travis County Texas. Nothing herein shall be construed to waive the sovereign immunity of the State of Texas. 14. Severability: If any provision of DIR Contract No. DIR-TSO-4387 or this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. Furthermore, the original term, and the remainder of this Agreement shall remain in full force. 15. Complete Agreement: DIR Contract No. DIR-TSO-4387 and this Agreement represents the complete and final agreement of the parties regarding the purchase and sale of software products and other services to be rendered by Seller on behalf of Customer and supersedes and replaces any oral or written agreements heretofore made. Any modification to this agreement shall only be valid if in writing and signed by the parties hereto. If there is a conflict between this Agreement and DIR, DIR Contract No. DIR-TSO-4387 shall prevail. 16. Paperless Billing: Buy selecting"Accepted"below Customer signifies preference for paperless billing and will receive a digital copy of invoices(in a format selected by Customer)emailed to a designated email address for processing. ACCEPTED ❑ DECLINED ® Email Address: ;:ick here to enter tex' Seller: Cities Digital, Inc. Customer: City of Yakima Name: Patrick Welsch Name:(,:zc4jt..-y - 0_rr i`mot' r Title: President Title:CA- � mar/t e6�X Date:6/26/2023 Date: ` n A-) al I, a.3 DocuSigned by: By 61010741FF5544C By: a7 4------------4 CITY CONTRACT NO: MAI— —I RESOLUTION NO: I In DIR-TSO-4387 Appendix D DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D EXHIBIT A:Quotation Annual Breakdown Year 1 Year 2 Year 3 Year 4 Total Software $_00 - - - Total Maintenance S21,654.00 S21,654.00 $21,654.00 $21,654.00 Total Services $6,400.00 $6,400.00 $6,400.00 $6,400.00 *TOTAL S28,054.00 S28,054.00 $28,054.00 $28,054.00 Software & Annual Maintenance Product Software Soft. Unit Maint. Unit Total Quantity Cost Cost Laserfiche Avante Records Management Edition 1.00 $ .00 $2,200.00 $2,200.00 Server for MS SQL with Workflow(MSE35) Laserfiche Avante Named Full User(MNF20) 60.00 $ .00 $120.00 $7,200.00 Laserfiche Avante Forms Professional 60.00 $.00 $10.00 $600.00 MFRM16) Laser-fiche Avante Advanced Audit T.-ail with 60.00 $ .00 $20.00 $1,200.00 Wate'mark(MATX16) t- Laserfiche Avante Participant User(MPAR) 33.00 5 CC $70.00 $2,310.00 Laserfiche Avante Forms Portal(MPFRM) 1.00 $ 00 $1,600.00 $1,600.00 Laserfiche Avante ScanConnect(MCSX1) 1.00 S CC $100.00 $100.00 Laserfiche Avante Quick Fields (MCQ01) 3.00 S CC $120.00 $360.00 rLaserfiche Avante Real-Time Look Up and 3.00 $ .00 $120.00 $360.00 Validation Package(MCQC5) Laserfiche Avante Standard Public Portal 1.00 S .00 $5,000.00 $5,000.00 Includes 25 concurrent retrieval connections through Laserfiche WebLink. (MPPS) _ Laserfiche Avante Import Agent(MCA01) 2.00 $.00 $390.00 $780.00 Laserfiche Avante Software Development Kit 1.00 $ .00 $750.00 $750.00 (SDK)(MTKN) Auto OCR Engine for Laserfiche Server(CD3030) 1.00 $.00 $100.00 $100.00 CD!JIS Integration (CD3310) 1.00 $ .00 $1,500.00 $1,500.00 Software: $.00 Maintenance: $24,060.00 Texas DIR Discount: ($2,406.00) Tax: $1,797.28 Total: $23,451.28 Services Service Service Service Total Quantity Unit Cost Professional Hours Package(40 hours) 1 1.00 $8,000.00 $8,000.00 Service: $8,000.00 Texas DIR Discount: ($1,600.00) Tax: $ 531.20 _--___-- Total: $6,931.20 DIR-TSO-4387 Appendix D DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D EXHIBIT B:Software Support Policy,"LSAP"(Laser-fiche Software Assurance Plan)or"Annual Maintenance" The initial purchase of a software system also requires purchasing maintenance for each component. Annual Maintenance is a software assurance program initiated by Cities Digital and required by the manufacturer to ensure that Customers are able to receive regular product updates and basic software support through their value-added reseller. Cities Digital has developed this policy with regard to services that are included with the purchase of Annual Maintenance in order to serve all Customers with access to hotfixes and expert technical support. Services included in base LSAP costs: • Cities Digital technical support hotline: O 855-714-2800 o Supportna.CitiesDigital.com o https://www.cdi.support/support • Software updates including hotfixes and new feature releases • LogMeln remote support(allows support technicians to access Customer's computer remotely) • Customer portal access: Submit&track tickets, view contracts, access videos and documentation • Annual consulting meeting&strategy session • Annual software performance audit Description of Support Services Laserfiche Software Assurance Plan(LSAP) Fee is based upon software components that have been purchased. The support plan is renewable each year. Seller support is provided as a part of the Laserfiche annual support fee. Technical support is considered assistance with software malfunctions (break/fix) or "bugs." Technical Support does not include assisting Customer with how-to questions, configuration of software, creating workflows,consulting, programming or training is not considered technical support. Response Time and Definition Responses provided within 24 hours of the initial report.Most responses and technical troubleshooting will happen within an hour,if not immediately through chat/remote support.Responses consist of diagnosing the problem and if possible,resolving it immediately. If it is not possible to resolve immediately a time will be scheduled to attempt resolution of the problem at the Customer's convenience. Seller provides a technical support hotline during weekday and non- holiday business hours 8:00 AM to 7:00 PM Central Time.The technical support staff processes assistance telephone calls, emails and remote connections as they arrive. The Support Director assesses difficulty of tasks and assigns cases to the tiered support staff.This process is in place to provide support to our customers based on the impact on their on-going operations. Non-emergency calls for support are typically responded to within one hours(or less). Critical calls(delay in work or loss of data due to system issues) may be responded to immediately. Support calls may be escalated internally to other technicians as needed. Options for Coverage During Non-Standard Appointments may be scheduled with the Director of Support at Business Hours or"After Hours Support" support@citiesdigital.com. After hours support requires a two-week prior notification,unless case of emergency.Upgrades,development,training&other services conducted after hours will be subject to billable rates and availability.Billable rates for Customers with current Laserfiche Software Assurance Plans are $250/hr before 8:00am and after 7:00pm Central Time and weekends. DIR-TSO-4387 Appendix D DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D Cloud Hosting or Online Backup Options: SERVER HOSTING:ACCEPTED ❑ DECLINED ❑ • Windows 2012 Server • 4 Gigabytes of memory • 50 GB of storage($1.50/GB thereafter) • 1 public IP address • Daily backup services with restoration up to 90 days • Unlimited internet bandwidth to/from server • $300 per month for services specifications above • TERM MONTHS ONLINE FILE&DATABASE BACKUP:ACCEPTED ❑_DECLINED ❑_ Standard backup is already included in Hosting above,but this is an option for on-premise systems • Incremental nightly backups of your critical data • 256-bit encryption • Backup network drives,virtual machines,databases, SQL, Exchange, SharePoint, Lotus and Oracle • Restore files for up to 90 days • Daily backup statistics are emailed nightly • Installation&support • Minimum monthly billing is$25 • $1.50/GB/Mo. for total GB stored at end of month • Upgrade to WORM storage for an extra$.50/GB/Mo. VEEAM Cloud Backup: ACCEPTED ❑_DECLINED_❑_ • $.25/GB/Mo DIR-TSO-4387 Appendix D DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D Cities Digital Closed on Six Federal Holidays Cities Digital will be closed New Year's Day,Memorial Day, Independence Day,Labor Day,Thanksgiving Day and Christmas Day. Capability for Remote Diagnostics A web-based tool for remote diagnostics and support called LogMeln is utilized.With specific prior written authorization from Customer an unattended access tool is available for use. Maintenance Cost for Fixes,Major Releases and Maintenance that is done over the phone or remote access is included in Platform Changes annual maintenance agreement at no additional cost. Software upgrade packages are available to Customer at support.laserfiche.com or by request from Support@CitiesDigital.com. Major and infrequent upgrades referred to as"platform changes"may be subject to a fee.The fee is set by the manufacturer when the platform is released. No Customer will be required to pay any such fee in order to continue its then current order's term, and Cities Digital will continue support and maintenance for Customer through the end of such term. Support Escalation Procedures 1. Problem is reported, a support case is opened and documented. The case is resolved over the phone or remotely. 2. If immediate resolution is not possible, problem is reported to second tier support. 3. If there is no existing solution,Cities Digital development will write a script,solution or"work around"to fix the problem. Cities Digital will then implement the solution. Cities Digital creates technical support cases on behalf of the Customer with the manufacturer upon diagnosis of the problem if the problem cannot be immediately resolved by Cities Digital. Tracking Database All support cases are tracked in a ticketing system.The tracking software assigns incident numbers and the Customer may call and request the status on any support case at any time during work hours or by visiting the client portal. Third-Party IT Contractors Customers that utilize a third-party IT contractor for management of servers and networking should expect their IT contractor to assign remote- access to Cities Digital for installation and configuration. Should unattended access not be permissible third-party IT consultants may need to be present during installation or configuration.Additional configuration pertaining to Customer's network IP addresses, network security and access may be necessary from time-to-time.Charges from third-party IT consultants may be assigned. Cities Digital is not responsible for such charges. It is the policy of Cities Digital to copy Customer on all communication between third-party IT contractors unless explicitly instructed not to. Services not included in base LSAP costs, Rates Sheet: Hourly rate will be in accordance with Appendix C, Pricing index of DIR Contract No. DIR-TSO-4387. Technical services, design,configuration Per hour Project management(per hour) Per hour Development, integration and conversion(per hour) Per hour Cancelled Meeting within 24 Hours(1/2 hour/person) Per hour Off-hours work,outside normal business hours excluding holidays(per hour) Per hour Encrypted drive shipment—Export/Import(per request) Per export/import Managed Services including configuration of domains, IP addresses,certificates, Per hour firewall or SQL Mileage reimbursement Per mile Per diem minimum when providing onsite service Per day DIR-TSO-4387 Appendix D DocuSign Envelope ID:4659C638-DEOB-445A-9032-8848DC32866D Exhibit NOTE: C: End User License Agreements required signature?Or it is accepted at installation EXHIBIT C:End User License Agreement or"EULA" The licensing agreements listed below pertain to Microsoft and Laserfiche.The Microsoft licensing pertains to use of hosting services from Cities Digital.Should clients not be utilizing hosting services the following eight points should not be considered applicable. MICROSOFT SOFTWARE LICENSING AGREEMENT or"EULA" Customer agrees to accept the following conditions related to Software Licensing: 1.This Agreement is binding in all applicable jurisdictions. 2.Customer is prohibited from reverse engineering,decompiling,or disassembling the Products,except to the extent that such activity is expressly permitted by applicable law. 3.venue 4.Seller or a third party on Customer's behalf(and not Microsoft or its suppliers)will provide technical support for the Cloud Server, 5.The Products are licensed to Customer from an affiliate of the Microsoft Corporation(collectively"Microsoft"). Microsoft Products are protected by copyright and other intellectual property rights.Products and other Product elements including but not limited to any images,photographs, animations,video,audio,music,text and"applets"incorporated into the Products are owned by Microsoft or its suppliers.You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products.The Products are protected by copyright laws and international copyright treaties,as well as other intellectual property laws and treaties. Your possession,access,or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you. 6.Customer agrees to permitting Seller to disclose Customer's contact information where required to satisfy license registration with software manufacturers such as Laserfiche or Microsoft. 7.The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s)failure could lead to death or serious bodily injury of any person,or to severe physical or environmental damage("High Risk Use"). 8.To the limited extent stated in this paragraph 8.,Microsoft will be an intended third-party beneficiary of this Agreement,with the right to enforce provisions of the End User Agreement that apply directly to a Microsoft product that is a subject of this agreement and to verify the compliance of the End User with the provisions that so directly apply.. DIR-TSO-4387 Appendix D �®A� DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 7/11/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Christine Marclano _ Cyber Data Risk Managers LLC in"/c°.Nc.Extl: 855.288.7475 (NC.No): 300 Carnegie Center, Suite 150 ADDRESS: Christine@DataPrivacylnsurance.com Princeton, NJ 08540 INSURER(S)AFFORDING COVERAGE NAIC X INSURER A:Arch Specialty Insurance Company 21199 INSURED INSURER B: Houston Casualty Company 42374 Cities Digital Inc INSURER C: 2000 O'Neil Road INSURER D: Suite 100 INSURER E: Hudson,WI 54016 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AWL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ GE TO CLAIMS-MADE OCCUR PRREM SES(EaENTED occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY 'f LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY(Per person) $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NO OWNED PROPERTY DAMAGE HIRED AUTOS $ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY Y/N STATUTEH ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Tech Professional&Cyber Liability C-4LSH-076502-CYBER-2022 8/01/2022 8/01/2023 $3,000,000 policy aggregate B Excess Tech Professional& H22TXS20280-00 8/01/2022 8/01/2023 $2,000,000 policy aggregate Cyber Liability DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Yakima ACCORDANCE WITH THE POLICY PROVISIONS. 129 North 2nd Street Yakima,WA 98901 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD C Coalition' FILING POLICY NO.: C-4LSH-076502-CYBER-2022 ENDT.NO.: 25 ADDITIONAL INSURED ENDORSEMENT WITH SCHEDULE Form Number SP 15 378 1118 Effective Date of Endorsement July 12,2023 Named Insured Cities Digital Inc Filing Policy Number C-4LSH-076502-CYBER-2022 Issued by Arch Specialty Insurance Company, (Name of Insurance Company) Allianz Underwriters Insurance Company, Ascot Specialty Insurance Company, North American Capacity Insurance Company THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COALITION CYBER POLICY In consideration of the premium charged for this Policy,it is hereby understood and agreed that: 1. The definition of"Insured,you,or your"under SECTION IX,DEFINITIONS is deleted and replaced with the following: Insured,you,or your means: 1. the named insured; 2. a subsidiary; 3. senior executives; 4. employees;and 5. person(s) or organization(s) in the attached schedule, solely for such person's or organization's liability arising out of the named insured's or subsidiary's acts. Schedule 1. City of Yakima. (each hereafter a scheduled additional insured entity) 2. SECTION III,EXCLUSIONS-WHAT IS NOT COVERED,Paragraph J.INSURED VERSUS INSURED,is deleted and replaced with the following: SP 15 378 1118 1 of 2 C Coalition* J.INSURED VERSUS INSURED Any claim made by or on behalf of: 1. an insured under this Policy; however,this exclusion will not apply to an otherwise covered claim made by: a. an employee arising from a security failure or data breach;or b. an additional insured; 2. any business enterprise in which you have greater than a twenty percent(20%)ownership interest;or 3. any parent company or other entity that owns more than twenty percent(20%)of an insured. All other terms and conditions of this Policy remain unchanged. This endorsement forms a part of the Policy to which attached,effective on the inception date of the Policy unless otherwise stated herein. SP153781118 2of2