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HomeMy WebLinkAboutCAG2022-078 - Amendment - #1 - UpKeep Technologies, Inc. - CMMS Software Subscription & Implementation - 03/19/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 03/08/2024 03/15/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budget Account Number Grant? Yes NoF71 52001770.64260.1800 Budget?71Yes E]No Type: N/A Vendor Name: Category Upkeep Technologies Contract Vendor Number: Sub-Category: 2464161 Amendment 0 W Project Name: Amendment 1 to Agreement for Software as a Service (SaaS) i Project Details: Amendment 1 to Agreement for Software as a Service(SaaS) executed on 03/07/2022. Amendment extends contract term through 03/06/2027, increases the number of Administrator licenses, and updates C insurance requirements. Maximum contract term cost is$77,290.20, including any applicable Washington State Use Tax, under Mayor's signature authority. C GJ - E Agreement Amount 77,290.20 Basis for Selection of Contractor: Direct Negotiation 4) __ *Memo to Mayor must be attached 3- Start Date: O3/O7/2024 Termination Date: 03/06/2027 Q Local Business? Yes F,/—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑✓ Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF,—/]No CAG2022-078 Comments: <<Signature on attached Amendment No. 1 pg. 3/13 and Exhibit A pg. 3 5/13>> c = Dana Ralph, Mayor Vf 0 3 °C Date: <<Date on attached Amendment No. 1 pg. 3/13 and Exhibit A pg. a� 5/13>> cc Date Received:City Attorney: 3/8/24 Date Routed:Mayor's Office 3/15/24 City Clerk's Office 3/19/24 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements 3/19/24 rev.20221201 KEN T WAsI.IaT I Amendment No. 1 to Agreement for Software as a Service This Amendment amends the Agreement for Software as a Service originally between the City of Kent, a Washington municipal corporation (the "City") and Upkeep Technologies, Inc., ("Upkeep"), organized under the laws of the State of Delaware. I. RECITALS A. The City and Upkeep entered into an Agreement for Software as a Service, commencing on March 7, 2022 (the "Agreement"). B. The parties now wish to amend the terms of the Agreement to extend the term for a maximum contract term through March 6, 2027; to increase the number of Administrator licenses; and update insurance requirements. NOW, THEREFORE, the parties amend the Agreement as follows: II. AMENDMENT 2.1 Agreement Term. Section 2 of the Agreement, entitled "Term" is amended as follows: The initial term of this Agreement shall be for one (1) year commencing on March 7, 2022 (the "Initial Term") and expiring on March 6, 2023 (Initial Term), with the option for the City to renew thereafter for ene-(I-)-ug to four L) additional years (Yearly Renewal Term) for a maximum contract term through March 6, 29242027. This Agreement shall automatically renew for the upcoming Yearly Renewal Term unless the City gives written notice of cancellation at least 30 days prior to the expiration of the initial current Yearly Renewal Term. Any reference in this Agreement to "days" shall mean "calendar days" unless a different meaning is expressly stated. 2.2 Exhibit A. Exhibit A, entitled "Scope of Work" is replaced in its entirety by the attached and incorporated Exhibit A. 2.3 Exhibit D. Exhibit D, entitled "Insurance Requirements for Consultant Services Agreements" is replaced in its entirety by the attached and incorporated Exhibit D. 2.4 Entire Agreement; Modifications. The Agreement and this Amendment constitute the entire understanding of the parties with respect to the specific matters set forth herein. Any modification, change, amendment, or alteration to this Agreement or Amendment must be by written agreement of the parties. 2.5 Inconsistencies. In the event of any inconsistency between the provisions of this Amendment and the documents comprising the Agreement and any prior amendments, the provisions of this Amendment shall prevail. AMENDMENT Page 1 of 2 (between City of Kent and Upkeep Technologies, Inc.) 2.6 Effective Date. The effective date of this Amendment is the last date signed as shown on the signature page of this Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives. By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and term. VENDOR CITY UPKEEP TECHNOLOGIES, INC. CITY OF KENT aGtYVI r Y�r�a Q� Print Name: Garris Yeung Print Name: Dana Ralph Its Director of Sales - Strategic Accounts Its Mayor DATE: 02/16/24 DATE: 03/19/2024 ATTEST k�;u gvk Kent City Clerk APPROVED AS TO FORM Nk-r� Kent City Attorney AMENDMENT Page 2 of 2 (between City of Kent and Upkeep Technologies, Inc.) 10880 Wilshire Blvd, O UpKeepExhibit A Los Angeles,CA,Te 90024 United States Tel:+1(323)880-0250 https://www.onupkeep.com/ Contact and Billing Details Company Name:City of Kent,WA Order For:City of Kent,WA Contract Signatory:Dana Ralph Accounts Payable:AP Invoices Order Number:Q012421 Pricing Valid Till:01/31/2024 Email:ita@kentwa.gov Email:apinvoices@kentwa.gov Proposed By:Nicole Stehura Phone:(253)-856-4600 Phone:(253)-856-4600 Address: Billing Address: Currency:USD 220 4th Ave.S.,Kent, 220 4th Ave.S.,Kent, Washington,98032 Washington,98032 United States United States Service Te Contract Start Date:03/07/2024 Payment Method:Check Payment Term:Net 60 Initial Contract Term:36 Months Renewal Term: 12 Months Invoice Frequency:Annual Product Name Invoice Frequency Price Per User Quantity Subtotal UpKeep Business Plus Subscription Annual $1,440.00 10 $14,400.00 UpKeep Professional Subscription Annual $900.00 10 $9,000.00 Order Summary 36 Month Contract Total: $70,200.00 Invoice Frequency: Annual Annual Recurring Charges: $23,400.00 One-Time Charge Subtotal: $ 0.00 Recurring Charge Subtotal: $23,400.00 Tax: $0.00 Total Due: $23,400.00 USD UpKeep+City of Kent,WA New Order Form 1/26/2024 11 o UpKeep 9002 1 Wilshire Blvd, Los Angeles,CA,90024 United States Tel:+1 (323)880-0250 https://www.onupkeep.com/ Terms&Conditions • IN WITNESS WHEREOF,the parties'duly authorized officers or representatives are deemed to have executed this Product Order Form as of the date written by Customer below(the"Execution Date"). • The"Effective Date"of this contract is the later of the Execution Date or the Contract Start Payment Terms All fees are billed Net 60 from date of invoice.Setup Fees shall be invoiced on the Execution Date.Fees for recurring services shall be billed from the Contract Start Date,and the first invoice of recurring fees shall be invoiced on the Effective Date. Special Terms See Contract and Reference the First Amendment Contract City of Kent,WA UpKeep Technologies City of Kent,WA Signature: UpKeep Technologies,Inc. Signature --� Garris Yeung Head of Sales Name:Dana Ralph Name: Anthony Frattali Title: Mayor Title: SVP of Sales Sign Date: 03/18/2024 Countersign Date:01/26/2024 Will you require a Purchase Order? PO Number: 173387 Yes X No UpKeep+City of Kent,WA I New Order Form 1/26/2024 2 Exhibit D Insurance Requirements Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant shall procure and maintain for the duration of the contract insurance against claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent Consultants, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Cyber Liability insurance shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines, and penalties as well as credit monitoring expenses. Workers' Compensation coverage for the employees of Consultant and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and a $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Cyber Liability insurance shall be written with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Consultant's insurance policies and shall not contribute to the Consultant's insurance policies. 2. Consultant's insurer must deliver, or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Consultant's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Consultant's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Consultant must notify the City of any cancellation, nonrenewal or termination before the effective date of the cancellation. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City waives no rights, and the Consultant is not excused from performance if Consultant fails to provide the City with a copy of the endorsement naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Consultant. UPKETEC-01 AHUANG ACORO CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) 2/14/2024 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 License#0757776 CONTACT NAME: HUB International Insurance Services Inc. PH/cO,N ,Ext):(415)257-2100 FAX No):(415)455-1516 2300 Clayton Road,Suite 300 Concord,CA 94520 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A:Massachusetts Bay Insurance Company 22306 INSURED INSURER B:Allmerica Financial Benefit Insurance Company 41840 UpKeep Technologies, Inc. INSURER C: 10880 Wilshire Blvd,Suite 850 INSURER D: Los Angeles,CA 90024 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD YYYY MM DD Y A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR ODFD604298 1/11/2024 1/11/2025 DAMAGE TO RENTED 1,000,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY 7 PRO- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N W2FD802293 1/11/2024 1/11/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Kent is Additional Insured with regard to General Liability when required by written contract per the attached endorsement form 391-1006 08/16. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent,Washington THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y g ACCORDANCE WITH THE POLICY PROVISIONS. 220 Fourth Avenue South Kent,WA 98032 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Hanover Insurance Group.. ODF D604298 5701158 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for "bodily injury", required by the written contract, written "property damage", or "personal and agreement or permit. advertising injury caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit; from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured -Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C.Who Is An Insured: of the lessor. (4) To any: Additional Insured -Broad Form Vendors (a) Owners or other interests from whom a. Any person or organization that is a vendor land has been leased if the with whom you agreed in a written contract "occurrence" takes place or the or written agreement to include as an offense is committed after the lease additional insured under this Coverage Part is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence" takes place or distributed or sold in the regular course of the offense is committed after the vendors business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury" or law; advertising injury arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage 5 To "bodilyinjury", "property dama e" or provided to any other insured; and ( ) r g 4 Does not apply if the "bodily injury", "personal and advertising Injury" arising ( ) pP Y Y out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded This exclusion applies even if the claims from coverage under this Coverage Part, against any insured allege negligence or including any endorsements thereto other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal 1 "Bodily injury" "property e" for and advertising injury" involved the ( ) Y ur y or p pert Y damage" which the vendor is obligated to pay rendering of or failure to render any professional services by or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc.,with its permission. Page 2 of 6 Hanover Insurance Group.. ODF D604298 5701158 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the (5) Any failure to make such inspection, applicable Limits of Insurance shown in the adjustments, tests or servicing as the Declarations. vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment, Customers Goods, Use of Elevators substance by or for the vendor; a. The following is added to SECTION II - (8) Bodily injury' or property damage LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else Paragraph (4) does not apply to "property acting on its behalf. However, this exclusion does not apply to: damage" to borrowed equipment while at a jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph (3), 4 and 6 do not apply to above; or g p ( ) ( ) ( ) pp y "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the undertakes to make in the usual following definition is added to SECTION II - course of business, in connection with the distribution or sale of the LIABILITY, F. Liability and Medical Expenses products. Definitions: (9) "Bodily injury" or "property damage" 1. "Curtomers customer goods" means nur empeperty of for the arising out of an "occurrence' that took place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured , these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 TOKIO MARI NE Cyber&Professional Lines Group 16501 Ventura Blvd.Suite 200, Encino,CA 91436 USA H C C Tel:818-382-2030 February 14, 2024 CONFIRMATION OF COVERAGE Annie Huang HUB International 17 East Sir Francis Drake Blvd. Larkspur, California 94939 Re: Policyholder Upkeep Technologies, Inc. Policy Number: H24TG33120-01 Effective Date: February 10, 2024 Thank you for your bind request. This letter confirms coverage for Upkeep Technologies, Inc.. Subject to receipt of the following no later than February 20, 2024: • Receipt of a State of California Producer License copy from the Broker working directly with the Insured. • A completed D1 Disclosure Notice (D-1 Form). • A signed application, dated within 45 days of the effective date. Subject to receipt, review and acceptance of the outstanding items, we will issue the captioned policy as follows: Insured: Upkeep Technologies, Inc. Coverage: TechGuard®Cyber Liability Insurance Carrier: Houston Casualty Company rated A++ (Superior) by A.M. Best Company Policy Period: Februar 10, 2024 to January 11, 2025 Premium: Policy Issuance Fee Retroactive Date: February 10, 2023 -Technology Services Liability Full Prior Acts. - Cyber Knowledge Date: February 10, 2023 Policy Form: TEO 1000 5.2020 Producer Commission: A member of the Tokio Marine HCC group of companies Reference#13076802 Page 1 of 4 TOKIO MARI NE Cyber&Professional Lines Group 16501 Ventura Blvd.Suite 200, Encino,CA 91436 USA H C C Tel:818-382-2030 COVERAGES AND LIMITS OF LIABILITY "Nil" or"N/A" indicates that the Coverage was not included and that portion of the Policy will not apply. Each Claim Aggregate A. Technology Services Liability Limit of Liability: $1,000,000 $1,000,000 (Claims Made and Reported Coverage) B. Cyber Limits per Insuring Agreement: Cyber Third Party Liability Insuring Agreements (Claims Made and Reported Coverage) Each Claim Aggregate Multimedia Liability Coverage $1,000,000 $1,000,000 Security and Privacy Liability Coverage $1,000,000 $1,000,000 Privacy Regulatory Defense and Penalties Coverage $1,000,000 $1,000,000 PCI DSS Liability Coverage $1,000,000 $1,000,000 Bodily Injury Liability Coverage $250,000 $250,000 Property Damage Liability Coverage $50,000 $50,000 TCPA Defense Coverage $50,000 $50,000 Cyber First Party Insuring Agreements (Event Discovered and Reported Coverage) Each Claim Aggregate Breach Event Costs Coverage $1,000,000 $1,000,000 Post Breach Remediation Costs Coverage $25,000 $25,000 BrandGuard®Coverage $1,000,000 $1,000,000 System Failure Coverage $1,000,000 $1,000,000 Dependent System Failure Coverage $1,000,000 $1,000,000 Cyber Extortion Coverage $1,000,000 $1,000,000 Cyber Crime Coverage A. Financial Fraud Sublimit $250,000 $250,000 B. Telecommunications and Utilities Fraud Sublimit $250,000 $250,000 C. Phishing Fraud Sublimits 1. Your Phishing Fraud Loss Sublimit $250,000 $250,000 2. Client Phishing Fraud Loss Sublimit $100,000 $100,000 3. Phishing Fraud Aggregate Sublimit (C.1. & C.2. combined) $250,000 Cyber Crime Aggregate Limit (A., B., & C. combined) $250,000 Bricking Loss Coverage $1,000,000 $1,000,000 Property Damage Loss Coverage $50,000 $50,000 Reward Expenses Coverage $50,000 $50,000 Court Attendance Costs Coverage $25,000 $25,000 C. Maximum Policy Aggregate Limit: $1,000,000 D. Additional Defense Costs Limit: NIL (Not applicable to Bodily Injury Liability, Property Damage Liability or TCPA Defense Coverage) E. Breach Event Costs Outside the Limit Enhancement: N/A A member of the Tokio Marine HCC group of companies Reference#13076802 Page 2 of 4