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HomeMy WebLinkAboutResolution - 2021-R0505 - Contract 16250 with MCCI 12.14.21Resolution No. 2021-RO505 Item No. 6.28 December 14, 2021 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Service Contract No. 16250 for document scanning services, software licenses and annual support in accordance with Buy Board Contract 625- 20, by and between the City of Lubbock and MCCI, LLC, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on _ ATTEST: Rebe ca Garza, City Secre ry APPROVED AS TO CONTENT: JK Rebe ca Garza, City Sec t APPROVED AS TO FORM: December 14 , 2021. STEVE SE AL , AYOR PRO TEM Resolution No. 2021-R0505 CITY OF LUBBOCK, TX COOPERATIVE PURCHASE Contract No. 16250 The underlying agreement from which the City of Lubbock makes its cooperative purchase is as follows: Contract 625-20 between Buy Board and MCCI, LLC; Executed on December 1, 2020 through November 30, 2023. This Service Agreement (this "Agreement") is entered into as of the 14th day of December 2021, ("Effective Date") by and between MCCI, LLC (the Contractor), and the City of Lubbock (the "City"). RECITALS WHEREAS, the parties enter into this agreement in accordance with Local Government Code (LGC) §271.102 (b); and WHEREAS, Contractor desires to perform as an independent contractor to provide for Document Scanning Services, Software Licenses and Annual Support upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits, which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A - Price Sheets 3. Exhibit B - Buy Board Contract 625-20 Summary 4. Exhibit C - Insurance Requirements Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B and C attached hereto. Article 1 Terms 1.1 The term of the contract will expire on November 30, 2023, unless extended by Buy Board. 1.2 Contractor shall use its commercially reasonable efforts to render Services under this Agreement in a professional and business -like manner and in accordance with the standards and practices recognized in the industry. 1.3 This contract shall remain in effect until the first of the following occurs: (1) the expiration date, (2) performance of services ordered, or (3) termination of by either party with a 30 day written notice. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. 1.4 The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the Agreement, whatsoever, without prior consent of the City. 1.5 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then - current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the contractor on 30 days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. Notwithstanding the foregoing, the City will compensate Contractor for all goods and services rendered prior to the date of confirmation. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within thirty (30) days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 2.11 The Contractor warrants that it complies with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code by verifying that: (1) The Contractor does not boycott Israel; and (2) The Contractor will not boycott Israel during the term of the Agreement. 2.12 SB 252 prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. CITY OF LUBBOCK CONTRACT AA n BY __k -- MCCi, LLC (MCCI) Authorized Representative STEVE M EN LE, R PRO TEM ATTEST: Q'�Ut' — X---' Rcb cca Garza, City Secrct APPROVED AS TO CONT wa Rebecca arza, City Secreta L I cT-•v City Attorney Victor D'Aurio Print Name Email: salesoperations0mccinnovations.com Address:3717 Appalachee Parkway, Suite 201 Tallahassee, FL 32311 City, State, Zip Code ADD ON USERS Quote 22036 (the "Order") is entered into as of . ("Order Effective Date"), by and between MCC! and Client and is hereby incorporated into the Master Agreement and made a part thereof. If there is any conflict between a provision of the Master Agreement and this Order, the Master Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Master Agreement. This Order supersedes any previous quote or proposals received. IN WITNESS WHEREOF, the Parties hereto have caused this Order to be executed by their respective duly authorized representatives as of the Order Effective Date. MCC!, LLC ("MCCi") CITY OF LUBBOCK ("Client') Signed: Name: Title: Date: Signed: Name: Title: Date: Order - M LA version 2021.08 Page 1 of 7 PRICING: LASERFICHE Mcci 3717 Apalachee Parkway, Suite 201 Bill /Ship to: Courtney Paz Tallahassee, FL 32311 Qaz mail.ci.ubb ck.tx., s 850.701.0725 cc AP Contact: ccpaz@mail.ci.ubbock.tx.us 850.564.7496 fax Client Name: City of Lubbock Quote Date: December 03, 2021 Quote Number: 22036 Order Type: Expansion Product Description. Qty. unit BuyBoard Total cost #625 20 CONTENT SERVICES SOFTWARE LICENSING FOR RIO [Jj Laserfiche Rio Records Management Edition Named 70 $770.00 $716.10 $50,127.00 Full User (100-199 Users) (Legacy) 0 Laserfiche Rio Forms Professional (100-199 Users) 70 $70.00 $65.10 $4,557.00 (Legacy) [JJ Laserfiche Rio Connector (100-199 Users) (Legacy) 70 $35.00 $32.55 $2,278.50 Laserfiche Software Subtotal $56,962.50 ( ' ' s ` O lam' - Can 0No 9 low#, ' M $56,962.50 Product Description. Qty Unit BuyBoard Annual Total cost #625-20 LASERFICHE ANNUAL SOFTWARE SUPPORT - BASIC 0 Laserfiche Rio Records Management Edition Named 70 $154.00 $138.60 $9,702.00 Full User (100-199 Users) (Legacy) 0 Laserfiche Rio Forms Professional (100-199 Users) 70 $14.00 $12.60 $882.00 (Legacy) 0 Laserfiche Rio Connector (100-199 Users) (Legacy) 70 $7.00 $6.30 $441.00 Laserfiche Annual Recurring Software Support $11,025.00 Subtotal 0 Laserfiche RecurringAnnua/ Support Proration for 14 Months AM Order Pricing Expires in 30 Days This is NOT an invoice. Please use this confirmation to initiate your purchasing process. $1,837.50 Order - MLA version 2021.08 Page 2 of 7 RECURRING SERVICES The Recurring Services portion of this Order will be based on the pricing at the time of renewal. It will systematically renew unless written notice of termination has been provided per the master agreement. In the event that a manufacturer increases its prices for recurring annual services, the increase will be passed along to the Client. No more than once per year, MCCi may adjust its recurring annual services to coincide with current U.S. inflation rates; any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price increase. SALES TAX Sales tax will be invoiced where applicable and is not included in the fee quote above. REMOTE SERVICES All services will be performed remotely unless noted otherwise. Order - MLA version 2021.08 Page 3 of 7 PRODUCT ORDER TERMS MCCi will process Product Orders as follows: All Software, Recurring Annual Within 30 days of receipt of Order Support/Subscription, and Supplemental Support Services The act of MCCi processing orders determines the start date of annual Recurring Service periods. Establishment of start dates for V party manufacturer products are subject to each manufacturer's current policy. BILLING TERMS MCCi will invoice Client as follows: All Software, Recurring Annual 4 Initial Sale: Upon delivery of software or activation of the subscription Support/Subscription, and Annual Renewal: 75 days in advance of expiration date Supplemental Support Services MCCi shall not send any invoices nor claim payment for any fees or expenses incurred by MCCi until both parties authorize this Order. Sales tax will be invoiced where applicable and is NOT included in the Pricing section. MCC! ASSUMPTIONS TECHNICAL SUPPORT Clients may contact MCCi support via MCCi's Online Support Center, email (support@►nccinnovations.cam), or telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8 am to 8 pm Eastern Time. RETURN POLICY Any product returns are subject to the manufacturer's return policy. LIMITED LIABILITY If the Master Agreement is silent on each Parties' limited liability, liability is limited to the amount of dollars received by MCCi directly associated with this Order. PRE-EXISTING INTELLECTUAL PROPERTY (IP) The following products noted below are deemed Pre-existing 1P as defined in the Master Agreement and are not considered' Works Made for Hire" and as such all rights, title or interest remains with MCCi. Client shall retain, a non- exclusive, royalty -free, world-wide, perpetual license to use the product(s) is such product(s) is integrated into the solution purchased by Client. Laserfiche PowerPack by MCCi Laserfiche EnerGov Integration by MCCi Order - MLA version 2021.08 Page 4 of 7 Laserfiche Neogov Integration by MCCi GoFiche Suite for Avante/Rio/Subscription Common Web Service API for Laserfiche CLIENT SOLUTION CUSTOMIZATIONS Client may also choose to customize their system internally, without MCCi's help. MCCi is not responsible for any damages caused by the user's customization of the system not performed by MCCL MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine updates to as provided by software manufacturers may affect any customizations made by entities other than MCCL If MCCi's help is required to correct/update any customizations made by any entity other than MCCi, appropriate charges will apply. CLIENT INFORMATION TECHNOLOGY ASSISTANCE For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources. Client must provide adequate technical support for all MCCi installation and support services. If Client does not have "in-house" technical support, it is Client's responsibility to make available the appropriate Information Technology resources/consultant when needed. Order - MLA version 2021.08 Page 5 of 7 LASERFICHE ASSUMPTIONS The following assumptions are current as of the date of order. Manufacturer's terms and conditions are subject to change. LASERFICHE END USER LICENSE AGREEMENT (EULA) By accepting this Order, Client acknowledges Laserfiche's EULA and agrees to abide by its terms and absolve MCCi of any Laserfiche product -related liability. LASERFICHE SOFTWARE SUPPORT PLAN MCCi acts as first -tier support and works with Laserfiche, who would provide second -tier level support when needed. Laserfiche software support plans are applicable to actively supported perpetual software and are bundled with on - premises Subscription and Cloud systems. All software support plans are on a yearly subscription basis and accompany the applicable software product designed, developed, created, written, owned, or licensed by Laserfiche. On -premises Subscription and Cloud system subscribers are advised to export data from their Laserfiche system prior to cancellation or any other termination. ACTIVE LASERFICHE SOFTWARE SUPPORT PLAN BENEFITS INCLUDE: Easy remote access to MCO's team of Laserfiche Gold Certified Support Technicians Access to new product update versions and hotfixes Software credit eligibility for product upgrades, as determined by Laserfiche's then current policy Continued access to Client's Laserfiche solution* *Specific to Laserfiche Cloud and Laserfiche on premises Subscription licensed Clients POLICIES To receive periodic product updates for a Laserfiche Software Solution, its associated software support plan must be purchased and maintained throughout the software term. All software support plan subscriptions are annual, prepaid and non-refundable The annual term start date for new systems is established by Laserfiche at the time MCCi submits an order to Laserfiche on Client's behalf. For platform upgrades, software and support credit eligibility is determined by Laserfiche's then current policy. To receive any available software or support credit, Client's support plan must be active (i.e., support plan has not expired) For expansion purchases, the applicable service period is prorated to match Client's existing or future service period, which is dependent on Laserfiche's then current policy and the timing of the expansion order vs. the Client's annual service period renewal date (i.e. prorating for less than four months may not be permittable due to the timing of renewal invoicing.) LATE PAYMENTS If payment is not received before Client's renewal date, Client's Laserfiche software support plan expires. Please allow up to five (5) business days after receipt of payment for MCCi to process renewal payment to Laserfiche. Impact of Expiration: Client will be able to access MCCi Support Technicians for 30 days post expiration. However, if there are support issues that require Laserfiche involvement, these issues cannot be resolved until Client's support is renewed. Perpetual software support plan: Access to the Laserfiche support website and Laserfiche technicians will no longer be available until MCCi receives Client's renewal payment and processes payment to Laserfiche. Laserfiche on -premises Subscription or Laserfiche Cloud: Access to Client's Laserfiche solution will be turned off after 30 days and Client's access to the Laserfiche support website, and Laserfiche technicians will no longer be Order - M LA version 2021.08 Page 6 of 7 available until MCCi receives Client's renewal payment and processes payment to Laserfiche. Laserfiche on - premises Subscription Clients must reactivate the on -premises Subscription system following payment of the software support plan renewal to ensure uninterrupted usage. Reinstatement Fees: In order to receive uninterrupted support for perpetual on -premises Laserfiche Software Solutions, Client must maintain a software support plan for the term of the Laserfiche Software Solution. In the event that Client's software support plan is expired for more than 45 days, the plan will need to be reinstated. Reinstatements reset the annual date of the software support plan, and the cost includes one year of the software support plan in addition to the Reinstatement Fee. The Reinstatement Fee is a 10% markup on the lapsed value of the software support plan. The Reinstatement Fee includes the number of days lapsed since your software support plan expired. INTEGRATIONS Third -party Laserfiche integrations or utilities may consume one (1) or more Laserfiche user licenses depending on how the vendor designed and coded the integration. These additional licensing needs should be verified by Client and considered in the user licensing purchased. LASERFICHE SOLUTION PROVIDER OF RECORD As Client's current Solution Provider of Record, Laserfiche's policy dictates that MCCi is the only Laserfiche Solution Provider that has access to Client's support account, along with the ability to download software licenses and activations, process subscription renewals and initiate additional purchases on Client's behalf. Unless Client decides to cancel Client's contract with MCCi or work with Laserfiche to formally change Client's Laserfiche Solution Provider of Record, future purchases and subscription renewals will be processed and provided by MCCL LASERFICHE RIO SHARED SERVICES PROVISIONS The Host Entity is the owner of the Laserfiche licensing and is registered as such with MCCi and Laserfiche corporate. For Laserfiche corporate licensing rules, there can only be one licensed entity per Laserfiche Rio platform. Licensing is non-transferrable. Additionally, the Host Entity is responsible for cost allocation among the other entities that are utilizing its Laserfiche Rio Platform and for being the main point of contact for support provided through MCCi. The account can only be renewed once all entities have paid for the full LSAP. Order - MLA version 2021.08 Page 7 of 7 Quote 21788 (the "Order") is entered Into as of ("Order Effective Date'), by and between MCCI and Client and is hereby Incorporated into the Master Agreement and made a part thereof. If there is any conflict between a provision of the Master Agreement and this Order, the Master Agreement will control. Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Master Agreement This order supersedes any previous quote or proposals received. IN WITNESS WHEREOF, the Parties hereto have caused this Order to be executed by their respective duly authorized representatives as of the Order Effective Date. MCC), LLC ("MCCI-) CITY OF WBBOCK ("Client") Signed: Name: Signed: Name: Tide: Title: Date: Date: Order - MLA version 2021.08 Page 1 of 7 PROJECT SCOPE GENERAL DESCRIPTION - DOCUMENT SET 1 Regular up to 1 r x 17- Ci Secreta ty ec __.!y. Vital Records - Birth/Death DOCUMENT PREPARATION - - DOCUMENT SET 1 • • Three ring binders -pages are removable _ • • • Good Condition. Books are not bound but pages will need to be removed for prep. Re -prep is also included in the pricing so pages will be put back in the binders so the records are returned in the same order and condition. GENERAL DESCRIPTION - DOCUMENT SET 2 DocuMENTSIZE Regular up to 11" x 17 DEPARTMENT City Secretary DocuMENT TYPEs Vital Records - Birth/Death DOCUMENT' 25,000 documents IMAGECOUNI 25,000 images_ -- - - DOCUMENT PREPARATION - DOCUMENT SET 2 Bound books Good condition but the records are older (pre-1) and man are handwritten IMAGE PROCESSING & INDEXING 300 DPI, Black & White _ Up to 2 Fields (Document name counts as an inde_x) TBD -Based on fields being indexed Type of Record, Date _ Not Included. MCCi will assist the City of Lubbock staff so that they are able to com lete the OCR process on the Ci s Laserfiche system. IMAGE OUTPUT DELIVERY • • Secure FTP Transfer j OUTPUT TYPE Laserfiche Briefcase 1 MATERIAL HANDLING Order - MLA version 2021.08 Page 2 of 7 All estimates below have been provided and/or confirmed by Client. Both Parties agree that the Pricing defined herein Is based on the Project Scope and the following assumptions. if documents are not as initially represented, additional charges will apply. MCCi will call for authorization to proceed with the project. LASERFICHE QUICK FIELDS BASIC CONFIGURATION PACKAGE MCCi's Quick Fields basic configuration package is designed for MCCi to configure a desired Quick Fields session. CLIENT DELIVERABLES Provide lookup credentials Grant unattended remote server access to MCCi MCCi DELIVERABLES Configure one (1) Quick Fields session Install Quick Fields Set up one (1) session classification and lookup using Real -Time Lookup (Client must procure appropriate licensing) Lookup allows for one (1) ODBC connection and one (1) field data query Create one (1) template with up to seven (7) fields EXCLUSIONS Workflow configuration Creation of dynamic fields Training and/or video recordings REMOTE SERVICES All service packages Include remote time due to COVID-19. If circumstances change to allow onsite services to be performed, a new quote must be requested. IMPLEMENTATION SERVICES PACKAGE MCCi's certified personnel will administer these services to assist the Client with implementing the software/subscription components purchased. MCCi DELIVERABLES Professional Services may include any of the following for the purchased components: Project management associated with the proposed solution: Outlining requirements Setting expectations for project success Assistance with basic repository configuration and user account setup (Laserfiche only) Basic configuration of all software components and remote installation as needed Review of implemented solution Order - MLA version 2021.08 Page 3 of 7 MILESTONES, TASKS & DELIVERABLES #1: Project Tasks: Kickoff Clients MCC! salesperson will set up a project kickoff call. During the kickoff call, the MCCi team will walk Client through the project scope and contract. Requirements, timeline, pickup and delivery, and other project specifics will be discussed with Client. Assumptions. MCCI may utilize Basecamp to communicate with Client on a regular basis about project progress, Issues, etc. MCC! may not conduct Client kickoff for continuations of existing project(s). #x Sample Tasks. Sign -Off Once Client documents are brought into MCCi facility and reviewed, the MCCi team will scan a sample of Clients documents. MCCi will select settings based on the Project Scope, and to make sure Clients documents are being digitized in a manner that preserves as much detail, clarity, and quality as possible. x MCC! will deliver these sample scans to Client electronically for review. Once Client agrees that the sample scan quality is satisfactory, the MCCi team will proceed with the rest of the project. Assumptions: Sample scans may not be needed if MCC! and Client have previously worked on similar conversion projects together. Client will review sample scans within two (2) business days of receiving them from MCCI. #3: Scheduled I Deliverable: Finished ! At regular intervals (typically monthly), the MCCi team will electronically deliver the digitized Product documents that were finished in the previous period. Delivery Assumptions: Billing will occur upon completion of this milestone. These documents will have gone through MCCi prepping, scanning, and quality control processes. The delivery schedule will vary based on the size and scope of project. #4 Physical Document Return Tasks: Once the last finished product delivery has taken place, Clients documents will be returned in the fashion indicated in the Project Scope. Documents will continue to be treated with care until they are in Clients possession. Client should review all returned documents to ensure all originals are back in their possession. If Client has chosen to have MCCi destroy their documents (as opposed to being returned), Client will receive written notification that the documents have been destroyed. Order - MIA version 2021.08 Page 4 of 7 PRICING ',Mcci ,s.t. 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Bill to: Courtney Paz Ship to: Becky Garza ��mylu��Ocks,t5, cc AP Contact: bgarza0m1dubbDLkM1 Quote Date: November 8, 2021 1. Document Set 1- Three Ring Binders -Conversion of Documents Estimated Cost $109,554.00 Excess Images @ $0.30 BuyBoard discount ($5,477.70) 2. Document Set 2 - Three Ring Binders - Conversion of Documents Estimated Cost $28,785.00 Excess Images @ $1.21 BuyBoard discount ($1,439.25) 3. Laserfiche Quick Fields Basic Configuration Package $4,100.00 MCCi will build a Quick Fields session that allows the City of Lubbock team to batch process records. BuyBoard discount ($205.00) TOTAL ESTIMATED PROJECT COST $ US.317.05 All Quotes Expire In 30 Days This is NOT an invoice. Please use this confirmation to initiate your purchasing process. BuyBoard Pricing - The pricing and terms in this contract are derivative of the "Not -To -Exceed" digitization rates that were competitively sourced through BuyBoard's Document Scanning Services contract #625-20. The rates and terms listed are based upon the complexity and volume of the project(s) outlined in this SOW. The rates listed may be applied to additional projects that haven't been specifically outlined in this SOW, but MCC! reserves the right to verify the complexity of those projects and if needed modify the rates accordingly. BILLING SCHEDULE Deliverables will be billed monthly for work completed during the previous month. Client is responsible for all images processed by the MCCi project team. Any expected overages will be raised with Client before such overage is to occur so that Client can appropriately make arrangements to accommodate for the overages. SALES TAX Sales tax will be Invoiced where applicable and is not included in the fee quote above. Order - MLA version 2021.08 Page 5 of 7 SCANNING ASSUMPTIONS The following assumptions serve as the basis for this SOW. Any service or activity not described in this SOW is not included In the scope of services to be provided. Variations to the following may impact this SOW s cost and/or schedule and require a change order. DELIVERABLE ACCEPTANCE CRITERIA • Both Parties acknowledge that the acceptance period noted herein is in conflict with the Master Agreement and the terms defined below take precedence. • MCCi's delivery of a Deliverable to Client shall constitute that MCCI has conducted its own review and believes it meets Clients requirements, • Client shall then have the right to conduct Its own review of the Deliverable as Client deems necessary. MCCi's acceptable error rate will be less than 0.5% for the overall project, unless otherwise stated in writing. MCCI cannot be accountable for records not reflected in the original inventory report provided by Client. MCCI will correct only those valid discrepancies above the acceptable error rate reported within the Acceptance Period (deflned below). • If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have 30 days after MCCI delivers the Deliverable to Client (the "Acceptance Period'? to give written notice to MCCI specifying the deficiencies in reasonable detail. ■ MCCi shall use reasonable efforts to promptly resolve any such deficiencies. ■ Upon resolution of any such deficiencies, MCCI shall resubmit the Deliverable for review asset forth above. ■ Notwithstanding the foregoing, if Client falls to reject any Deliverable within 30 days, such Deliverable shall be deemed accepted. GENERAL - Charges apply on a per project basis and are dependent upon size and volume of documents. MCCI requires having the entire project in bulk, rather than in small quantities. Breaking the project into smaller quantities will affect the volume pricing, and additional charges per image may apply. A sample may be required prior to confirming large volume job pricing. • Client agrees that the work described herein represents MCCI's current best estimate and is subject to possible change due to circumstances beyond MCCi's direct control and/or new or additional information discovered during the course of the project. Further, Client understands and acknowledges that MCCi's ability to meet such work schedule is dependent upon, among other things, the accuracy of the assumptions and representations made by Client, the timeliness of Client business decisions, and the performance of Client and Clients vendor personnel in meeting their obligations for this project and in accordance with this Order. • MCCi maintains partnerships for the purpose of offering additional capacity and flexibility in meeting Client expectations. In the event partners are used for a project, the management and support of the project will be handled directly by MCCI. Physical documents will never leave the United States, but our partners may utilize offshore resources to handle document indexing, quality control, and other processes. • Through the course of this project, MCCI may choose to utilize the third -party service Basecamp (gyp://www.basecamp&om) for project management and team collaboration. Documentation and correspondence exchanged between MCC! and Client may be stored in Basecamp. Order - MIA version 2021.08 Page 6 of 7 DOCUMENTS Client understands that MW will process every image supplied to MCCi by Client as furnished. Client is responsible for removing any documents before shipping to MCCi for processing. Client will furnish MCCi with all hardcopy/electronic documents for its use in preparing the document imaging project for conversion. Upon completion of scanning, MCCi will return the documents to the Client in the order as received from Client but not placed back into their file folders/envelopes or re -prepped unless specifically stated otherwise in the Project Scope. Client is required to package all materials per MCCi's instructions prior to shipment/delivery of materials to MCCi's facility. If Client chooses to utilize MCCi's pickup and delivery service (offered in select states), pricing is based on picking up the entire project described in the scope of services In one (1) shipment. At the time of updating or if additional trips are required due to Client not having all the documents ready for pick up, additional charges will be applied. If Client chooses to ship via a certified carrier, Client incurs all shipping costs. DOCUMENT & DATA STORAGE MCCrs facilities contain secure rooms for hardcopy "work in progress" document storage. MCCi will arrange for the return of hardcopy documents to Client after completion of scanning. If documents reside at MCCi facilities for a period longer than 90 days after converted electronic data is delivered to Client, storage charges of $2.50 per cubic foot per month will apply. MCC! is not responsible for maintaining a copy of Client data, with the exception of clients who subscribe to MCCi's Online Document Hosting Services. MCC! periodically reviews and deletes Client data from previous projects. The timing of the periodic review and deletion of data is at MCCi's discretion. If Client requires MCCI to delete copies of its data prior to MCCrs standard process of deleting data, Client is responsible for submitting an official request in writing and for obtaining confirmation of data deletion. LASERFICHE Laserfiche system clients with a pre-existing template are required to supply MCCi with a Laserfiche Briefcase of their current folder/template structure, prior to each scanning project. LIMITED LIABILITY If the Master Agreement is silent on each Parties' limited liability, liability is limited to the amount of dollars received by MCCi directly associated with this Order. Order - MLA version 2021.08 Page 7 of 7 BUDGETARY NOTIFICATION Client Name: City of Lubbock Estimate Number: 22037 Estimate Type: Laserfiche Support Renewal Product Description: LASERFICHE ANNUAL SOFTWARE SUPPORT - BASIC Q Laserfiche Rio Records Management Edition Named Full User (100-199 Users) Q Laserfiche Rio Forms Professional (100-199 Users) [J� Laserfiche Rio Connector (100-199 Users) 0 Laserfiche Rio Public Portal for 2 Laserfiche Rio Server Includes WebLink and Unlimited Retrieval Connections for 2 Laserfiche Server. [JJ Laserfiche Rio Forms Portal [Jj Laserfiche Rio Quick Fields Context Includes Quick Fields, Scripting Kit, and Validation packages for Bar Code, Real -Time Lookup, and Zone OCR plus Forms Alignment, Identification and Extractor, Optical Mark Recognition, and Auto Stamp, Redaction & Bates Numbering. [J1 Laserfiche Rio Import Agent Laserfiche Rio ScanConnect 10 Pack (Legacy) Laserfiche Annual Recurring Software Support Subtotal MCC! SOFTWARE SUPPORT [J1 OCR Scheduler for Laserfiche Requires dedicated Full Named User. MCCi Annual Recurring Software Support Subtotal MCC! SUPPLEMENTAL SUPPORT SERVICES SUBSCRIPTION Estimate Date: December 03, 2021 Support Period: 01 /25/2023 - 01 /24/2024 Qty. Unit Cost BuyBoard Annual #625-20 Total 163 $177.10 $159.39 $25,980.57 163 $16.10 $14.49 $2,361.87 163 $8.05 $7.25 $1,180.94 1 $10,000.00 $9,000.00 $9,000.00 1 $1,599.00 $1,439.10 $1,439.10 1 $2,000.00 $1,800.00 $1,800.00 1 1 1 JZ Process Administration Support Services for Laserfiche 1 Client needs are estimated based on the current components provided herein: up to 45 hours that will expire at the end of your renewal term. R1 Training Center for Laserfiche (100-199 Users) On -Premise 1 R1 MCCi SLA for Laserfiche (125-249 Users) 1 MC0 Supplemental Support Services Annual Recurring Subscription Subtotal $300.00 $270.00 $270.00 $183.00 $164.70 $164.70 $42,197.18 $330.00 $297.00 $297.00 $297.00 $7,695.00 $7,695.00 $7,695.00 $5,180.00 $5,180.00 $5,180.00 $7,850.00 $7,065.00 $7,065.00 $19,940.00 Note. The information presented in this document is based on the results of MCCi and Client's collaborative preliminary discovery thus far and merely serves as an estimate to be used for planning purposes. As planning and discovery continue, the project scope and costs may change to meet the Client's specific needs. MCCi will present a formal, detailed pricing proposal and project scope for approval before starting any project. This document is not an invoice or formal quote. Services will likely need to be included based on the required discovery session. Exhibit B Vendor Name MCCi, LLC (Self -reporting Vendor) Contact Katy Tucker Phone Number 8507010725 Phone Extension 1768 Email ktudcer@mcdnnovations.com Website www.mccinnovations com Federal ID 33-1069550 Accepts RFQs Yes Address Line 1 1958A Commonwealth Lane vendor Clty Tallahassee Vendor Zip 32303 Vendor State FL Vendor Country USA Delivery Days 10 Freight Terms FOB Destination Payment Terms Net 30 days Shipping Terms Prepaid and added to invoice Ship Via Common Carrier Is Designated Dealer No EDGAR Forms Received Yes Service -Disabled Veteran Owned No Minority Owned No Women Owned No Is National Yes No Excluded Foreign Terrorist Orgs Yes No Israel Boycott Certificate Yes Is MWBE No Regions Served All Texas Regions States Served All states Contract Name Copy -Print and Document Management Services Contract # 625-20 Effective Date 12/01/2020 Expiration Date 11/30/2023 Quote Reference Number 625-20 10/27/2021 1.47*18 PM ACCOREP CERTIFICATE OF LIABILITY INSURANCE 164� 12/ 1 i2022 DATE(MM/DD/YYYY) 1 12/8/2021 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 Lockton Insurance Brokers, LLC 777 S. Figueroa Street, 52nd Fl. CA License #OF 15767 Los Angeles CA 90017 NAMEE:: -CONAM PHONE FAX ac No E-MAIL ADDRESS: (213) 689-0065 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Valley Fore Insurance Company 20508 INSURED MCCi LLC 1456427 3717 Apalachee Parkway INSURER B : American Casualty Company of Reading,PA 20427 INSURER C: The Continental Insurance Company 35289 INSURER D : Mount Vernon Specialty Insurance Company 14420 Tallahassee FL 32311 INSURER E : INSURER F : COVERAGES MCCILOI CERTIFICATE NUMBER: 1 R009361 REVISION NUMBER: XXXXXXX 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. ILTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER MM/DDPOLICY EFF MM/DD POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE �_X1 OCCUR Y Y 6072067360 1212021 1212022 EACH OCCURRENCE $ 1000 000 DAMA PREMISES EaEoccu erica $ 1000000 MED EXP (Any one person) $ 15 000 _ PERSONAL & ADV INJURY $ 1000 000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑ PRO- JECT LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y Y 6072067343 12 1 2021 12 ]:2022 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ XXXXXXX ANY AUTO OWNED AUTOS ONLY AUTOSULED X BODILY INJURY (Per accident) $ XXXXXXX HIRED NON-OWNE AUTOS ONLY X AUT S ONLDY Peer acci en DAMAGE $ XXXXXXX X D d $ 1,000 Comp. Ded. $ 00Coll. C X UMBRELLA LIAB X OCCUR N N 6072067357 12 1 2021 1211!2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $ 10,000 1 $ XXXXXXX C C WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEY / N OFFICER/MEMBER EXCLUDED? N N / A Y 6072067326 AOS) 6079501 170 �CA) 12/1/2021 12/ 112021 12/1/2022 1211 /2022 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1 00O O0O E.L. DISEASE - EA EMPLOYEE $ 1 00O 000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ 1000 000 D Tech E&O Cyber Liability N N DPS4002374 12 1 2021 12/1/2022 Limit: $5,000,000 SIR: $100,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Lubbock and its officers, employees, and elected representatives are an Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Waiver of Subrogation applies per attached endorsement(s) or policy language. Insurance provided to Additional Insured(s) is primary and non-contributory to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Ut:K I Il-lUA I t FIULUtK CANCELLATION See Attachments 18009361 City of Lubbock SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1625 13th St., Rm. 204 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Lubbock TX 79401 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED 01899-201!rACGRD CORPORATION. All rlahts reserved ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D567517 Master ID: 1456427, Certificate ID: 18009361 ! � 1 City of Lubbock 1625 13th St., Rm. 204 Lubbock, TX 79401 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus, this is your final hard -copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 18009361. • Email: PacificeDelivery(klockton.com • Phone: (213) 689-2300 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number below are for automating electronic delivery of certificates only. Please do NOT send fuutuure certificate requests to the above inbox or call into the number below. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Insurance Brokers, LLC - Pacific Series Lockton Insurance Brokers, LLC License =0F 15 76 7 777 S Fknteroa Street, 52nd 1:1 / Los Angeles, CA 90017-5524 213-689-0065 / FAX: 213-689-0550 lockton.com 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, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Policy No: 6072067360 Page 2 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1!2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Amichment Code:f t CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Policy No: 6072067360 Page 3 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc , with its permission. CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. Policy o: 6072067360 Page 4 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12, 1!2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA I CNA PARAMOUNT Technoloav General Liabilitv Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contractor agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement. and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED's INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other 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 (1-15) Policy No: 6072067360 Page 5 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12/1/2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office, Inc ,with its permission. Att tchment Code: D5 731473 C er ificate 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: 6072067360 Page 6 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12i1!2021 Insured Name: mCCI , LLC Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office. Inc.. with its permission. ktt ichment Code: 5 734 73 Cer ft CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (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: add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6072067360 Page 7 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 121'2021 Insured Name: MCCI, LLC copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office, Inc., with its permission ktt tchment Code: ENZ-) 73473 Cer t t 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: add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; C. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Policy No: 6072067360 Page 8 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 11T2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Otherinsurance 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 Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Page 9 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: MCCI, LLC Policy No: 6072067360 Endorsement No: 7 Effective Date: 12/1/2021 Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office, Inc.. with its permission Att tchment Code: CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; 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: 6072067360 Page 10 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 11//2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and 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: Policy NO: Page 11 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12 1 2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc.. with its permission. Ott tchment t t CNA c 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: 6072067360 Page 12 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12'1 2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA I CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following. Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: Cl. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Policy No: 6072067360 Page 13 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12'l'2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved Includes copyrighted material of Insurance Services Office, Inc., with its permission A ac men o t t 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: 6072067360 Page 14 of 14 Endorsement No: 7 VALLEY FORGE INSURANCE COMPANY Effective Date: 12..T2021 Insured Name: MCCI, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission Attacliment Code: D573 72 Certificate ID: 18009361 Business Auto Policy Policy Endorsement 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: MCCI, LLC Endorsement Effective Date: 12/1/2021 SCHEDULE Insurance Company: American Casualty Company of Reading, Pennsylvania Policy Number: 6072067343 Expiration Date: 12/1/2022 Named Insured: MCCI, LLC Address: 1958 COMMONWEALTH LN TALLAHASSEE, FL 32303-3196 Form No: CA 20 01 10 13 Endorsement Effective Date: 12/1/2021 Effective Date: 12/1/2021 Endorsement Expiration Date: 121112022 Endorsement No: 3: Page: 1 of 2 Underwriting Company: American Casualty Company of Reading. Pennsylvania. 151 N Franklin St. Chicago. IL 60606 Copyright insurance Services Office, Inc., 2011 Policy No: 6072067343 Policy Effective Date: 121112021 Policy Page: 14 of 18 Attachment Code: D573472 Certificate ID: 18009361 Business Auto Policy Policy Endorsement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for "loss" to a " leased auto". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra " auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Form No: CA 20 01 10 13 Policy No: 6072067343 Endorsement Effective Date: 12/1/2021 Endorsement Expiration Date: 12/1/2022 Policy Effective Date: 12/1/2021 Endorsement No: 3; Page: 2 of 2 Policy Page: 15 of 18 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Attachment Code: D573753 Certificate ID: 18009361 CNA Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) 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: MCCI, LLC Endorsement Effective Date: 01/15/2020 F1r9i.L=l11L1Lt Name(s) Of Person(s) Or Organization(s): Where Required By Written Contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. he Transfer Of Rights Of Recovery Against Others To Us condition does not apply to theperson(s) or organizations shown In the Schedule, but only to the extent that subrogation is waived prior to the "acci li or the 'loss" under a contract with that person or organization. Form No, CA 04 44 10 13 Policy No: 6072067343 Endorsement Effective Date: 01/15/2020 Endorsement Expiration Date: Policy Effective Date: 12/1/2021 Endorsement No. 111 Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania. 151 N Franklin St, Chicago. IL 60606 © Copyright Insurance Services Office, Inc., 2011 Attachment Code: D573474 Certificate ID: 18009361 Workers Compensation And Employers Liability Insurance Policy Endorsement ,WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for 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 (04-1984) Policy No: 6072067326 (AOS) Endorsement Effective Date: 12/1/2021 Endorsement Expiration Date: 12/1/2022 Policy Effective Date: 12/1/2021 Endorsement No: 4; Page: 1 of 1 Policy Page: 49 of 74 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance.