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HomeMy WebLinkAbout2023-251-E-Visitors Brueau-Simpleview-Website Redesign and Accessibility sofware implementationRevised 04/23 1 [Departmental Use Only] TITLE Simpleview- Redesign FY 2022-23 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 30th day of May, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Simpleview, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Website redesign and implementation of AudioEye software. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Revised 04/23 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Revised 04/23 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibit A and B attached. Exhibit A Website Redesign is approximately a 9 month process with a target completion date of February 28, 2024. Prepaid Simple Support hours will be applied to this project in the amount of $8,500. Exhibit B is an add on to our current website and will be implemented in the new design upon launch. 4. Duration of Services a. Term. The term of this Agreement shall be from 06/01/2023 to 6/30/2025. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 6/1/2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Sixty Seven Thousand Eight Hyndred Seventy Five andxx/100 Dollars ($67,875). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Laurie Paolicelli) to act as the County's representative with respect to the Project who shall have the authority to DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Revised 04/23 4 render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Revised 04/23 5 by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Revised 04/23 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Revised 04/23 7 County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Laurie Paolicelli/CHOCVB Simpleview, Inc P.O. Box 8181 8950 N. Oracle Road Hillsborough, NC 27278 Tucson, AZ 85704 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Revised 04/23 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley By: __________________________________ Scott Meredith, Head of Contracts and Procurement Printed Name and Title DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 5/31/20236/9/2023 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Simpleview, LLC Vendor Contact Person: Scott Meredith Phone: 520-575-1151 Address: 8950 N. Oracle Road City Tuscon State: AZ Zip: 85704 Department: EDC/Visitors Bureau Amount: 67875 Purpose: Website Redesign and Accessibility sofware implementation Budget Code(s): 37600520-600000 Vendor # 65677 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 6/1/2023 End Date 6/30/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and req uirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 6/2/2023 6/5/2023 6/7/2023 6/9/2023 6/9/2023 Objective T his work order serves as the scope of work/ agreement to move forward with a Signature Website Redesign redesign of https://www.visitchapelhill.org/ for the Chapel Hill and Orange County Visitors Bureau . Simpleview will use our vast experience in building/designing websites, using our 12 step refined process that is highly successful. Price Breakdown & Cost Summary EXHIBIT ADocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Payment Terms for One-Time Fees: ● 85 SimpleSupport Hours Applied toward total cost, bringing invoiceable amount to $51,875 ● $51,875 Invoiced at Signature, and due 30 days later Payment Terms for Annual Licensing: DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 ● This annual licensing fee will be added to your overarching CMS Licensing Fee, which is billed on the anniversary of that CMS Licensing Fee (as referenced in the signed contract dated 5/14/2021). ● You will be billed a pro-rated amount based on that annual licensing fee (in the case that it is actively being billed) from the date of 1/1/2024 up to your anniversary date, then the full annual licensing fee will be added to your overarching CMS Licensing Fee for the remainder of your CMS licensed term. The annual licensing fee covers browser updates, bug fixes, API updates, point upgrades and version upgrades as they become available. Moving Forward In order for Simpleview to proceed with the project execution, we will need your signature accepting the project and budget. Half of one-times due at contract execution and second half of one-times due 90-days after effective date of agreement. _________________________________________________ Authorized Signature (required to begin work) _______________________ Today's Date __________________________________________________ Printed Name _______________________ Organization Please send signed agreement back to carissa.leitner@simplevieiwinc.com DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Objective Every user that visits your websites deserves equitable access to your digital content. Web accessibility standards ensure content can be easily accessed by all users. We believe that is important, too. That is why Simpleview, the industry leader in DMO technologies, has partnered with AudioEye, a leader in automated web accessibility and remediation. This partnership will help you ensure your website continues to meet the latest compliance standards. AudioEye is the only technology-first digital accessibility provider that enhances the user experience for all website visitors. Specifications ● What It Does o Our partnership with AudioEye includes both their AudioEye Ally Toolbar which immediately improves website accessibility, and a managed service to mitigate compliance risk by making sure your website achieves and maintains substantial conformance with ADA-related guidelines and best practices. o The AudioEye Ally Toolbar is accessed through a recognizable accessibility icon that will appear in the bottom corner of your website. ● How It Works o AudioEye’s patented technology runs in the background of your Simpleview CMS powered website to automatically detect Section 508 requirements and Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria violations. o The implementation of the Ally Toolbar & Enterprise Service takes place in four steps; Activation, Testing & Discovery, Remediation & Validation, and AudioEye Trusted. Each phase is described more in depth below. o Simpleview will work with AudioEye to immediately implement the Ally Toolbar & Enterprise Service, and then work through the following deliverables for achieving and maintaining AudioEye Trusted Certification status, an important 3rd Party validation attesting to digital accessibility compliance. ● Why It Helps o AudioEye ensures that your website substantially conforms with ever-changing government-directed web accessibility standards. o Removes access barriers potentially impeding access for individuals of varying abilities. o Reduces risk of ADA-related compliance lawsuits and legal demand letters that can be costly and highly time consuming without experienced representation, backed by a trusted, holistic digital inclusion strategy. EXHIBIT BDocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Example Ally Enterprise Service Activation Services to be Delivered on Day 1 (New projects are processed every Friday.Implementation is 1 week from processing date.) Activation In coordination with AudioEye,Client to embed the AudioEye JavaScript on Client’s Website(s). Accelerator Once installed,the AudioEye JavaScript delivers the Auto-Remediation Service with issue fixes that dynamically improve the level of compliance and usability. Accessibility Resource / Information Certification Statement (Available from within the Ally Toolbar) ●Describes Client’s commitment to Digital Inclusion and the steps taken/being taken to ensure equal access Accessibility Help Desk (Available from within the Ally Toolbar) ●Help Desk utility for end-users to report accessibility issues and grievances should they be encountered ●Reported issues set remediation prioritization Accessibility Statement (Recommended) ●Typically deployed within main navigation or footer and implemented by Client ●AudioEye to provide standard messaging/copy delivered via un-stylized html for easy integration into Client environment Testing &Discovery Issue Identification Always-On Monitoring Service DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 ●Analytics derived from site usage statistics ●Evaluations conducted against relative and pertinent web pages as indicated by analytics Manual Accessibility Testing Manual Accessibility Testing ●Technical analysis and functional usability testing (manual testing)conducted by Assistive Technology (AT)testers.Auto-Remediation of common accessibility issues Clarification:Step 2 and Step 3 are interrelated.Throughout the Testing &Discovery process,AudioEye engineers begin to deploy fixes to expedite the removal of critical access barriers and,consequently,improve conformance standing.Likewise, throughout the Remediation &Validation process,AudioEye testers continue to conduct automated and manual tests.For the purpose of updating the Certification Statement,which publicizes the progression from one Step in the process to another, AudioEye promotes the Client site to Step 3,once the initial manual audit has been completed. Remediation &Validation Fixing Identified Issues and Validating Usability Manual Remediation of Accessibility Issues ●Automated and Manual test results provide feedback for AudioEye Engineers to develop remediation to fix issues of accessibility and increase conformance with WCAG 2.1 AA Success Criteria ●Remediation applied dynamically via Dynamic Remediation Technology (or as per Source Feedback Reports that supply audit results/remediation instructions for Client developers, designers,and implementers) ●As issues are addressed,considerable retesting is conducted to validate usability of remediation content &functionality Ensuring an Optimal User Experience Free Assistive Tools via the Ally Toolbar ●Web Personalization Tools allow end-users to customize their user experience to meet their individual needs ●Includes: ○Accessible Site Menu ○Page Elements Menu ○Help Desk (web form) ○Reader ○Player ○Voice AudioEye Trusted Certification Continual Issue Tracking Compliance Monitoring ●Regular ongoing automated conformance evaluation scanning and continuous WCAG 2.1 AA testing conducted against dynamically generated site performance analysis Regular Scheduled Manual Testing ●AT Testing to validate conformance and usability is maintained Sustainable Remediation Plan Hot Fixing and Scheduled Maintenance ●High prevalence of new issues trigger hot fixes to be remediated as needed ●Lower priority issues accumulate to be addressed through scheduled remediation maintenance intervals. AudioEye Trusted Certification ●AudioEye certifies that your site has met all prerequisites and continues to fulfill the ongoing requirements of the AudioEye Trusted Process and,if applicable,the deployment of the AudioEye Ally Toolbar,with the goal of maximizing and continually improving conformance with the informative guidance provided through the WCAG 2.1 Level AA Success Criteria. Certification presented in Ally Toolbar and/or Client Accessibility Statement.Includes DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 AudioEye Trusted Badge.As may be applicable and as determined by AudioEye,provides reference and/or access to Source Feedback Reports. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 Cost Summary The cost outlined below includes project management fee,implementation,training and licensing.The quote is valid for 30 (thirty)days.Any change or addition to the above scope of work will result in the creation of a new Work Order. The included pricing is dependent on the following: *If the site sessions to this domain surpass 190k/month or 2.3million/year cost will increase by a 1.5 multiplier. **The cost reflected below is for customers leveraging the Simpleview CMS. If during the duration of the defined term the client leverages a non-Simpleview CMS platform customers can reinstall AudioEye but will incur higher, non-Simpleview CMS annual fee for the duration of the term and any subsequent renewal. Domain Term (Years)Annual Fee Ally Toolbar &Enterprise Service (Simpleview CMS)https://www.visitchapelhill.org/2 Years +1 Months $8,000/year* Total Costs $8,000/year This work order sets the fees for the “AudioEye Ally Toolbar and Enterprise Service”annual program provided by Simpleview for the client,for a total of 2 years +1 months starting 6/1/2023.At the end of the defined term,this work order will auto-renew for an additional 2-year term unless written notice is provided to Simpleview no later than 60 days prior to the end date of said term. Please note:if you elect to redesign your website,please alert Simpleview so that the proper AudioEye platform can be installed on that new site during build.Our goal will be to avoid any disruption in your AudioEye service as part of your new website’s launch. Moving Forward In order for Simpleview to proceed with the project execution,we will need your signature accepting the project and budget. _________________________________________________ Authorized Signature (required to begin work) _______________________ Today's Date __________________________________________________ Printed Name _______________________ Organization Please email the completed form to carissa.leitner@simpleviewinc.com DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/30/2023 Crest Insurance Group,LLC 5285 E.Williams Circle Suite 4500 Tucson AZ 85711 Lori Steiner 520-881-5760 520-325-3757 lsteiner@crestins.com Continental Insurance Company 35289 SIMPHOL-01 Columbia Casualty Company 31127SimpleviewLLC Simpleview Worldwide,Inc 8950 N.Oracle Road Tucson AZ 85704 American Casualty Co.of Reading PA 20427 Continental Casualty Company 20443 1398662025 C X 1,000,000 X 100,000 15,000 1,000,000 2,000,000 X Y Y 6050463165 9/29/2022 9/29/2023 2,000,000 D 1,000,000 X X BUA 6050463151 9/29/2022 9/29/2023 A X X 8,000,000CUE60504631799/29/2022 9/29/2023 8,000,000 X 0 D XYWC65663730712/31/2022 12/31/2023 1,000,000 1,000,000 1,000,000 B Professional Liability/ Technology E &O Cyber Liability 596832209 9/29/2022 9/29/2023 Per Claim Per Claim $5,000,000 $5,000,000 RE:Chapel Hill/Orange County Visitors Bureau Certificate holder and others Orange County Government when required in a written contract or agreement are Additional Insured (General Liability)including Products Completed.Coverage is Primary &Non-Contributory (General Liability).Waiver of Subrogation (General Liability &Workers Compensation)applies. This form is subject to all policy forms,terms,endorsements,conditions definitions &exclusions. Orange County Government Chapel Hill/Orange County Visitors Bureau 501 W.Franklin Street Chapel Hill NC 27516 DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows.If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured -Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury –Expanded Definition 4.Broad Knowledge of Occurrence/Notice of Occurrence 5.Broad Named Insured 6.Estates,Legal Representatives and Spouses 7.Expected Or Intended Injury –Exception for Reasonable Force 8.In Rem Actions 9.Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability –Damage To Premises 12.Medical Payments 13.Non-owned Aircraft Coverage 14.Non-owned Watercraft 15.Personal And Advertising Injury –Discrimination or Humiliation 16.Personal And Advertising Injury -Limited Contractual Liability 17.Property Damage -Elevators 18.Supplementary Payments 19.Property Damage –Patterns,Molds and Dies 20.Unintentional Failure To Disclose Hazards 21.Waiver of Subrogation –Blanket 6050463165CNA74872XX(1-15)Policy No: 4Page1of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.40020006560504631651978DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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. 6050463165CNA74872XX(1-15)Policy No: 4Page2of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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. 6050463165CNA74872XX(1-15)Policy No: 4Page3of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.40020006560504631651979DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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. 6050463165CNA74872XX(1-15)Policy No: 4Page4of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 CNA PARAMOUNT Technology General Liability Extension Endorsement 3.This Paragraph J.also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part;nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K.Other Person Or Organization /Your Work Any person or organization who is not an additional insured under Paragraphs A.through J.above.Such additional insured is an Insured solely for bodily injury,property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part;nor 2.for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a.this Coverage Part provides such coverage; b.the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage;and c.the bodily injury or property damage results from your work that is the subject of the written contract or agreement,and such work has not been excluded by endorsement to this Coverage Part. 2.ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance,then this insurance is primary,and the Insurer will not seek contribution from that other insurance.For the purpose of this Provision 2.,the additional insured's own insurance means insurance on which the additional insured is a named insured. 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 6050463165CNA74872XX(1-15)Policy No: 4Page5of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.40020006560504631651980DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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. 6050463165CNA74872XX(1-15)Policy No: 4Page6of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 CNA PARAMOUNT Technology General Liability Extension Endorsement 6.ESTATES,LEGAL REPRESENTATIVES,AND SPOUSES The estates,heirs,legal representatives and spouses of any natural person Insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives,and spouses only for claims arising solely out of their capacity or status as such and,in the case of a spouse,where such claim seeks damages from marital community property,jointly held property or property transferred from such natural person Insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative,or spouse outside the scope of such person's capacity or status as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’acts,errors or omissions in the conduct of the Named Insured’s business. 7.EXPECTED OR INTENDED INJURY –EXCEPTION FOR REASONABLE FORCE Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured.This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured,or chartered by or for the Named Insured,will be treated in the same manner as though the action were in personam against the Named Insured. 9.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the Insuring Agreement is amended to replace Paragraphs 1.b.(1)and 1.b.(2)with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose,and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period.All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act,error,or omission that is part of the occurrence; and B.Under COVERAGES,Coverage A –Bodily Injury And Property Damage Liability,the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: 6050463165CNA74872XX(1-15)Policy No: 4Page7of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.40020006560504631651981DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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: i.add the following definitions: Health care incident means an act,error or omission by the Named Insured’s employees or volunteer workers in the rendering of: a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages,medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional;or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. 6050463165CNA74872XX(1-15)Policy No: 4Page8of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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: Other Insurance b.Excess Insurance (1)To the extent this insurance applies,it is excess over any other insurance,self insurance or risk transfer instrument,whether primary,excess,contingent or on any other basis,except for insurance purchased specifically by the 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 6050463165CNA74872XX(1-15)Policy No: 4Page9of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.40020006560504631651982DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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. 6050463165CNA74872XX(1-15)Policy No: 4Page10of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained,paid crew to the Named Insured;and 3.the aircraft is not being used to carry persons or property for a charge. 14.NON-OWNED WATERCRAFT Under COVERAGES,Coverage A –Bodily Injury and Property Damage Liability,the paragraph entitled Exclusions is amended to delete subparagraph (2)of the exclusion entitled Aircraft,Auto or Watercraft,and 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: 6050463165CNA74872XX(1-15)Policy No: 4Page11of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.40020006560504631651983DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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. 6050463165CNA74872XX(1-15)Policy No: 4Page12of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 CNA PARAMOUNT Technology General Liability Extension Endorsement B.Solely for the purpose of the coverage provided by this paragraph,DEFINITIONS is amended to delete the definition of insured contract in its entirety,and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest,detention or imprisonment.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C.Solely for the purpose of the coverage provided by this paragraph,the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS –COVERAGES A AND B: 1.Paragraph 2.d.is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 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: 6050463165CNA74872XX(1-15)Policy No: 4Page13of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.40020006560504631651984DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943 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. 6050463165CNA74872XX(1-15)Policy No: 4Page14of14EndorsementNo: AMERICAN CASUALTY CO OF READING,PA 09/29/2022EffectiveDate: SIMPLEVIEW LLCInsuredName: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission. DocuSign Envelope ID: AFCCEC4B-E196-4346-9CE0-125983A1B943