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#23-001-NS (United Data Technologies, Inc.) -e„ •Amo, •-;MOW •tp.' 1114't :A4fit I-1: •• Statement of Work ,,ipitortr • • • • 14` ."( • 4PF''' • • v. "•,;?..* • „ ' • Ipilliergwimmerlt.,,i,..;:1„,,: UC DEPLOYMENT COMPLETION OF 5 PHASES AND SUPP T&M PREPARED FOR: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS fir ..,144444I1iv. f A 0•—1)-i'dt (l1)()01753 Publish Date: 319/23 7§•M Revised 03.23,.21 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M L CIONTIN"I ti TABLE OF CONTENTS 2 STATEMENT OF WORK 3 EXECUTIVE SUMMARY 3 PROJECT MANAGEMENT 4 PROJECT OVERVIEW 5 PROJECT TASKS ("SERVICES") 6 OUT OF SCOPE 10 CLIENT RESPONSIBILITIES 10 BILLING SCHEDULE AND PAYMENT TERMS 11 GENERAL ASSUMPTIONS 13 PROJECT DELAYS 14 MANUFACTURER PRODUCT DEFECTS 14 SIGNATURES 20 EXHIBIT A: CHANGE ORDER REQUEST FORM 21 EXHIBIT B: LETTER OF COMPLETION FORM 22 UDT Confidential-Copyright UDT,Inc.20/9 All Rights Reserved 2 CA0 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M STATIMFN`l OF WORK This Statement of Work("SOW"), effective as of 25 day of A psi 1 ,2023 by and between United Data Technologies, Inc. ("UDT" or "Contractor") with its registered office address at 2900 Monarch Lakes Blvd, Ste.300,Miramar,FL 33027 and Collier County Board of County Commissioners ("Client" or "County") with its registered office address at 3299 Tamiami Trail E., Naples, FL 34112 (each a"Party" and together the "Parties"). The UDT Services being provided under this Statement of Work will be performed pursuant and subject to the Terms and Conditions of GSA IT Schedule 70, Contract #GS-35F-538-GA under Participating Dealer Agreement ("PDA"). UDT is an authorized dealer under the aforementioned GSA Schedule. � u SUMMARY - o.µ Thank you for giving UDT an opportunity to earn your trust and business. Outlined in this proposal is UDT's solution to deliver the completion o_f the Cisco UC deployment project and additional Support hours to be used on an as-needed basis. UDT is a privately-owned minority business headquartered in Miramar, Florida, with thirteen locations across five states.We focus on delivering advanced technical solutions to small,mid-market and enterprise customers. UDT is recognized as an industry-leader in the technology solutions arena. Founded in 1995, UDT quickly established its reputation as the technology resource of choice for its clients. Our organization subscribes to a Total Solutions Approach that includes traditional Consulting, Design,and Engineering Services;as well as a unique approach to Managing Infrastructure,Security, Cloud,and Device Lifecycles for our customers. UDT takes the guesswork out of the process, creating customized integration plans and providing detailed, long-term strategies that align dr) with our client's business objectives. We look forward to forging a strong business partnership. Thank you for your trust and support. Sincerely, Cal CO Kim Lee Sr. Account Manager MSP Elite 150 s ,r 500 2021 2020•2019 UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO 3 4i COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT 'UGOMI..16N MON. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M PROJECT MANAGEMENT UDT follows our proven "i3e project management framework"and focuses efforts on providing an exceptional customer experience. UDT capabilities run the full gamut, from providing on-demand and remote project management for lighter touch projects; to on-site, full-time project managers for complete lifecycle management. Our project management professionals leverage years of experience and knowhow to bring successful AGILE FRAMEWORK <,c, I.f wcsak outcomes to our customers. UDT helps customers address complex adaptive problems, achieve high productivity, and ensure quality results using the SCRUM INTERAC approach. T • SCRUM Kick-Offs 4.°1111111.41% • Sprint Planning • Managing Product Backlog • Sprint Backlog • Daily Stand-Ups/ Increments • Sprint Review Quality • Sprint Retrospective Assurance Ott Continuous 0 Improvements73 CEIZTIFICATTON UDT staffs in-house Project Coordinators, Project Managers, SCRUM Masters and SCRUM Product Owners- specializing in: • Infrastructure • Cloud • Risk Management • Advanced Application Development The team holds the following industry certifications: • Project Management Professional (PMP) • Certified Scrum Master(CSM) Add 111 • Certified Scrum Product Owner ; V A A. (CSPO) ..P ; � • ITIL v3 • Six Sigma Green Belt(SSGB) • Project+ UDT Confidential-Copyright UDT,Inc.20/9 A/I Rights Reserved 4CAO A COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT accnnni..isH nonrt. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M PROJECT VERVIL•t ' E «,, Collier County is situated in Southwest Florida and comprises Naples, Immokalee, Marco Island. It is the largest county, by land area in Florida. The Collier County Board of County Commissioners Information Technology Division has decided to replace its legacy Avaya PBX with a new Cisco Unified Communications Solution. The services are inclusive of all tasks related to planning, preparation, deployment, documentation,training, and post-migration support. Additionally,this contract contains five hundred(500)hours of T&M support to be used as needed and to be fully consumed within two(2)years of the effective date. As further clarification, consumption of five hundred(500)hours prior to the expiration of the two-year term of this SOW will require the purchase of additional hours by the Client if Client requires more than the five hundred (500) hours included in this SOW. Hours used will be invoiced monthly. This project is planned for 4 phases migrations and final project closeout (5 phases total). Additional locations may require a Change Order(see Exhibit A:Change Order Request Form,attached to this SOW). PROJECT PHASES • Phase 13 - Small Locations (21-27) • Phase 14 - Bldg. W. • Phase 16 -Property Appraiser • Phase 21 —Building L • Phase 24—Project Closeout PROJECT CONTACTS • Client S onsor UDT Account Manarrer Name Mark Fowski Kim Lee Title Network Operations Manager Account Manager EmailMark..Iowski,i%colliercountvfl.gov Klee@udtonline.com Address 8075 Lely Culture Parkway, Suite 2900 Monarch Lakes Blvd, Suite 3000 217 Naples, FL 34113 Miramar, FL 33027 Phone 239.252.8322 +1954-308-5100 UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO O 5 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT LCG4MP4.I.H M(>PY.: DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M PROJI_'C"l `I ASKS (-SERVICES-) PHASE 13 - SMALL LOCATIONS (21-27) DEPLOYMENT County has indicated that it would like to take on some of the services for Small locations. The below items will be identified as UDT, County, or a combination of UDT and County tasks • Identify locations for the migration phase. • Complete Site Implementation worksheet with IT representative and Site Contacts—UDT and County • Configure Users—County • Configure phones—County • Configure Hunt Groups—County and UDT • Configure Pickup groups—County and UDT • Configure Call hander Auto Attendants—County • Configure customized settings for the site—County and UDT • Deploy phones—County • Migrate analog devices—County • Configure any routing changes between the Avaya and Cisco PBX - UDT • Migrate site to Cisco UC Solution—County and UDT • Testing—County • Test On-net calls • Test On-net to off-net calls • test Off-net to on-net calls • Test Inbound Calls • Test calls to a DID • Test Calls to a DID with voicemail • Test Calls to a Call Handler • Test DTMF Inbound • Test Analog faxing inbound • Test Outbound calls • Test Local Calls • Test Long Distance Calls • Test International Cals • Test 3-digit service calls • Test 911 calls • Test Toll-Free Calls • Test DTMF Outbound • Test Outbound fax calls • User training • UDT will hold 5 days of consecutive interactive user training sessions. • Training will be based on an agreed upon curriculum. • UDT will provide project management and remote support as-needed for the small sites UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAC COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT ACCOMPI.ISM MO. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M Deliverables: • Small Sites 21-27 configured and migrated to Cisco UC • • Contact Center Implementation and Migration, where applicable. PHASE 14 - BLDG W DEPLOYMENT County has indicated that it would like to take on some of the services for Building W. The below items will be identified as UDT, County, or a combination of UDT and County tasks. • Confirm location for the migration phase. • Complete Site Implementation worksheet with IT representative and Site Contacts—UDT and County • Configure Users—County • Configure phones—County • Configure Hunt Groups—County and UDT • Configure Pickup groups—County and UDT • Configure Call hander Auto Attendants—County • Configure customized settings for the site—County and UDT • Deploy phones—County • Migrate analog devices—County • Configure any routing changes between the Avaya and Cisco PBX-UDT • Migrate site to Cisco UC Solution—County and UDT • Testing—County • Test On-net calls • Test On-net to off-net calls • test Off-net to on-net calls • Test Inbound Calls • Test calls to a DID • Test Calls to a DID with voicemail • Test Calls to a Call Handler • Test DTMF Inbound • Test Analog faxing inbound • Test Outbound calls • Test Local Calls • Test Long Distance Calls • Test International Cals • Test 3-digit service calls • Test 911 calls • Test Toll-Free Calls • Test DTMF Outbound • Test Outbound fax calls • User training • UDT will hold 5 days of consecutive interactive user training sessions. • Training will be based on an agreed upon curriculum. UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved C A° 7 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M • UDT will provide project management and remote support as-needed for the small sites Deliverables: • Building W configured and migrated to Cisco UC • Contact Center Implementation and Migration, where applicable. PILASE 16 — PROPERTY APPRAISER DEPLOYMENT • Confirm location for the migration phase. • Complete Site Implementation worksheet with IT representative and Site Contacts— UDT and County • Configure Users—County • Configure phones—County • Configure Hunt Groups—County and UDT • Configure Pickup groups—County and UDT • Configure Call hander Auto Attendants—County • Configure customized settings for the site—County and UDT • Deploy phones—County • Migrate analog devices—County • Configure any routing changes between the Avaya and Cisco PBX-UDT • Migrate site to Cisco UC Solution—County and UDT • Testing—County • Test On-net calls • Test On-net to off-net calls • test Off-net to on-net calls • Test Inbound Calls • Test calls to a DID • Test Calls to a DID with voicemail • Test Calls to a Call Handler • Test DTMF Inbound • Test Analog faxing inbound • Test Outbound calls • Test Local Calls • Test Long Distance Calls • Test International Cals • Test 3-digit service calls • Test 911 calls • Test Toll-Free Calls • Test DTMF Outbound • Test Outbound fax calls • User training • UDT will hold 5 days of consecutive interactive user training sessions. • Training will be based on an agreed upon curriculum. UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved 8 CAO COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT AS:S'UM/+4.ISN MURX: DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M • UDT will provide project management and remote support as-needed for the small sites Deliverables: • Property Appraiser configured and migrated to Cisco UC • Contact Center Implementation and Migration, where applicable. PHA.SI:L 21 — BUILDING L, (COURTHOUSE) • Confirm location for the migration phase. • Complete Site Implementation worksheet with IT representative and Site Contacts—UDT and County • Configure Users—County • Configure phones—County • Configure Hunt Groups—County and UDT • Configure Pickup groups—County and UDT • Configure Call hander Auto Attendants—County • Configure customized settings for the site—County and UDT • Deploy phones—County • Migrate analog devices—County • Configure any routing changes between the Avaya and Cisco PBX -UDT • Migrate site to Cisco UC Solution—County and UDT • Testing—County • Test On-net calls • Test On-net to off-net calls • test Off-net to on-net calls • Test Inbound Calls • Test calls to a DID • Test Calls to a DID with voicemail • Test Calls to a Call Handler • Test DTMF Inbound • Test Analog faxing inbound • Test Outbound calls • Test Local Calls • Test Long Distance Calls • Test International Cals • Test 3-digit service calls • Test 911 calls • Test Toll-Free Calls • Test DTMF Outbound • Test Outbound fax calls • User training • UDT will hold 5 days of consecutive interactive user training sessions. • Training will be based on an agreed upon curriculum. UDT Confidential-Copyright UDT,Inc.2019 Al!Rights Reserved CAO 9 AT±ti, COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT CCCfIMpI.ISN MUNN'. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M • UDT will provide project management and remote support as-needed for the small sites Deliverables: • Property Appraiser configured and migrated to Cisco UC • Contact Center Implementation and Migration, where applicable. PHASE 25 — PROJECT CLOSEOUT • Complete and update all documentation • Provide UPLINX as-built system report • Identify that all pending tasks have been addressed and that the project is delivered as per the Statement of Work. • Identify any follow-up actions that should be addressed as a follow-up project • Hold project close meeting • Deliver all finalized documentation to the County • Acquire project close sign off Deliverables: • As-built documentation and knowledge transfer completed OUT OF SCOPEB ��rl � „3, y�A, UDT is responsible only for performing the Services described in this SOW. Services outside the scope of this SOW include but are not limited to: • Additional required tasks discovered after the execution of this SOW that are not mentioned in this SOW will require a change order. • Defective equipment provided by County utilized for this solution that require UDT additional hours of troubleshooting will require a change order. • Troubleshooting issues due to County's configuration changes after milestone signoff will require a change order. (LIEN F" RESPONSIBILITIES • The County is responsible for providing all patch cables other than 5-ft cables that are included with Cisco IP Phones • The County is responsible for providing 66/110 blocks and Amphenol cables for connecting analog gateways unless otherwise noted • The County is responsible for providing cat 5E or better cabling for server and Phone connectivity • The County is responsible for all network(Switch, routing, firewall)configurations, including QoS configurations, unless otherwise noted. UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO O 10 y,±1, COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M • This SOW assumes that at least 1 member of the County's IT and/or telecom staff will accompany UDT engineers for access into restricted areas, such as data centers • The SOW assumes that the County will provide a site contact at each location to assist with phone/employee locations. • The County is responsible for notifying the County base of maintenance windows. • The County is responsible for scheduling end-user training with their staff. • UDT will hold consecutive training days for the phased deployments. It is the responsibility of the County to ensure the employees attend the trainings. • The County is responsible for providing any Private or Public IPs; Internal and external certificates; IP addressing, and DNS configurations required for the deployment • The County is responsible for ensuring that the data center environment is suitable for the implementation and provides: • Enough space for servers and gateways • Proper cooling • Adequate conditioned power • Physical security preventing unauthorized access • The County is responsible for reviewing the SOW in entirety. If there is anything that needs to be added, removed, or modified, it is the County's responsibility to bring it to the attention of the Account team prior to signing the acceptance. Al 'A ' UDT pricing for this engagement is provided on a fixed price, single project basis regardless of the actual number of engineers or hours reasonably required to complete the work. � I °.. ilestones , '.K • Phase 13 - Small Locations (21-27) $16,006.47 Phase 14 -Bldg. W i $11,443.42 Phase 16 -Property Appraiser $11,443.42 Phase 21 —Building L (Courthouse) $26,818.52 Phase 25 —Project Closeout $17,021.95 Travel and Expenses: N/A Pricing for this Professional Services Engagement: Services Cost from Fixed priced milestones: $82,733.78 Travel Cost Budget(if Applicable): N/A Total Project Cost: $82,733.78 GSA Service Category- 5415S-IT Professional Services: Solutions Architect$208.30 GSA Service Category- 5415S- IT Professional Services: Senior Project manager$162.73 UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved A® 11 Y.1.421 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT ACCUMCI.ISN MUNi'. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M Payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late fees shall be pursuant to Section 218.74, Fla. Stat. TIME AND MATERIALS UDT Services will be provided on a time, materials, and expense basis. The estimate provided is a good faith estimate but may be exceeded. If additional hours are required, the County will be notified prior to any additional work is performed in excess of this Agreement. UDT will invoice the County on a monthly basis for the hours used. f n Hourly Rate $208.30 Number of Hours 500 GSA Service Category - 5415S -IT Professional Services: Solutions Architect$208.30 Additionally,this contract contains five hundred(500)hours of T&M support to be used as needed and to be fully consumed within two(2)years of the effective date. As further clarification, consumption of five hundred(500)hours prior to the expiration of the two-year term of this SOW will require the purchase of additional hours by the County, if the County requires more than the five hundred(500) hours included in this SOW. Hours used will be invoiced monthly. If the County does not use the five hundred(500) hours within the two-year term, UDT has no further obligation to deliver any unused hours to the County nor issue any refunds. Materials are billed upon delivery upon destination.All other out of pocket expenses, including reasonable transportation, meals and lodging expenses incurred to perform any of the services outlined hereunder are billed on a monthly basis as incurred. Upon completion of the services,UDT shall send an invoice to the County along with a Completion Form. County has five(5)business days from receipt of the Completion Form to sign and return the Completion Form to UDT. County's signature of the Completion Form, or County's failure to return the form within five (5) Business Days, signifies Customer's acceptance that the Services have been performed in accordance with this Agreement. The fees outlined in our Scope of Services do NOT include out of pocket expenses, including reasonable transportation, meals and lodging expenses incurred to perform any of the Services outlined hereunder. Such reasonable out of pocket expenses will be added at cost to County's final invoice upon completion of the Services. Upon completion of each Milestone Billing Phase, UDT shall send an invoice to County along with a Milestone Completion Form ("Completion Form"). County has five(5) business days from receipt of the UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved Cho O 12 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC NUDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M Completion Form to sign and return the Completion Form to UDT. County's signature of the Completion Form, or County's failure to return the form within five (5) business days, signifies County's acceptance that the Services have been rendered in accordance with this SOW. TIME AND MATERIALS SCHEDULING AND WORK HOURS UDT consulting services will be performed between 8:00am and 5:00pm (local time), except for UDT holidays, unless after-hours or weekend work is requested or required. If UDT is providing Staff Augmentation resources under this Agreement, all time worked in excess of forty (40) hours per week shall be billed at a rate of time and one-half(1.5X)the hourly rate set forth herein. All onsite visits by a UDT engineer will be billed a minimum of(4)hours.This includes but is not limited to the following: • Office visits • Colocation visits • On-site meetings All remote support sessions will be billed at a minimum of(1)hour.This includes but is not limited to the following: • Phone/Video/Conference calls with customer,third-parties, contractors, or vendors • Troubleshooting sessions • Remote configuration sessions GENERAL. ASS UMP'I IONS f UDT made the assumptions that follow in the preparation of the cost, resource estimates and schedule reflected in this SOW. Any changes to the assumptions may result in changes to UDT pricing and/or Project schedule. • UDT will be provided all required physical access to the Countys' facilities(identification badge, escort, parking decal, etc.)as required by the County's policies. • Some of the Services provided may be performed during the night shift and weekends. County will provide the required access to systems and resources. • County is responsible for all transport of equipment from receiving area(s) to the data center(s) and/or equipment rooms where it will be installed. • County is responsible for the condition and readiness of the electrical power distribution plant and the correction of any anomalies and/or deficiencies. • County is responsible for providing all patch cables (copper and fiber optic) unless specifically indicated in the bill of materials. • County is responsible for providing adequate rack space, power, environmental controls, data wiring, engineering/staging workspace and any other access required for completion of this project. • Some activities on this project may be performed on UDT's premises. • UDT may engage subcontractors and third parties in performing a portion of this work. UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CA° 13 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC NUDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M • UDT will not make changes to the configuration of any network equipment after it has been installed and tested. • County's technical resources will be made available to the UDT project team for planning purposes and to answer questions about the existing environment. • County's staff resources will participate in the acceptance and ready for use (RFU) testing associated with this solution and sign off on those tests upon successful completion. • County will provide UDT admin access on appropriate devices for the success of this project. A DELAYS Any delays caused by site non-readiness that could require return visits and additional time are subject to billing. Examples: • Power Issues. • Cabling Delays. • Personnel Availability. • Delays in Receiving Required County Provided Documentation. '10 F AC HIRER PROD(,CT DI ['C I S UDT is neither a manufacturer of hardware nor a publisher of computer software. Because of this, UDT cannot be held responsible for a functionality or performance defects of any products associated with this engagement. Manufacturer warranties, where extended by the manufacturer, for products sold or otherwise provided by or licensed through UDT (or UDT product partners) are set forth in the end user license SOWs and manufacturer warranty statements, and such warranties, if any, are solely those of the manufacturer. UDT will take reasonable measurers to work, on behalf of the engagement, with vendors to escalate problems and take corrective action, based on the vendor's recommendations. Any delays caused by support calls due to manufacturer defects that will require additional time are subject to billing. EMPLOYEE NON-SOLICITATION During the term of the Agreement and for a period of twelve (12) months thereafter, neither Party will solicit for employment any employee or contractor of the other who was directly involved in the provision or receipt of the Services. A general advertisement or a request for employment initiated exclusively by the employee is not considered a solicitation. WARRANTY UDT warrants that the Services will be performed diligently by qualified personnel and will be of the kind and quality described in the Service Agreement. In performing its obligations, UDT may give advice to County based on information supplied to UDT by County or third parties who have expertise or knowledge not held by UDT with regard to services or products necessary for UDT to complete Services, but not originating or endorsed by UDT. UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved 14 CAO A COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT OCCOM>A.IbN PIO. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M UDT will be entitled to rely on that information without assuming responsibility for decisions made by County based on that advice. Products provided to County under a Service Agreement that are neither manufactured nor designed by UDT will carry the warranty provided by the manufacturer, if any, and UDT makes no independent warranty with respect to those Products. To the extent permitted under UDT's agreement with Third Party Technology providers, Hardware providers, and third party providers of hardware and/or software integrated into or otherwise used in connection with the Deliverables,UDT will designate County as a third party beneficiary of warranties provided by such third party/ies for any such hardware and software. UDT specifically disclaims any and all warranties and liability related to any third party technology and hardware. County's exclusive remedy for breach of this warranty is the correction of defective Services by UDT. UDT will take reasonable measures to work, on behalf of the engagement, with vendors to escalate problems and take corrective action, based on the vendor's recommendations. Any delays caused by support calls due to manufacturer defects that will require additional time are subject to billing. UDT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE OR THAT ALL FAILURES OR DEFECTS WILL BE CORRECTED. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED"AS IS"AND NEITHER UDT OR ITS SUPPLIERS OR AGENTS MAKE ANY WARRANTIES WITH RESPECT TO THE SERVICES OR ANY TECHNOLOGY OR HARDWARE SUPPLIED, MAINTAINED, OPERATED OR RECOMMENDED, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, THESE WARRANTIES AND REMEDIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES. NOTICES All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: United Data Technologies, Inc Address: 2900 Monarch Lakes Blvd, Suite 300, Miramar, FL 33027 Attention Name&Title: Legal Affairs Telephone and Email: 954-308-5158 /legalsupport(ir),udtonline.com All notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division director: Mark Gillis Division name: Information Technology Administrative Agent/PM: Mark Fowski Telephone and Email: 239-252-6134/Mark.Fowski@acolliercountyfl.gov UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved 15 CAO A COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT ACC4MAl.ISM MOWN: DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M INDEMNIFICATION To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County,its officers and employees from any and all liabilities,damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement.This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph.This section does not pertain to any incident arising from the sole negligence of Collier County. The duty to defend under this Article INDEMNIFICATION is independent and separate from the duty to indemnify,and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article INDEMNIFICATION will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. TERMINATION Should UDT be found to have failed to perform the services as required by this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. In the event that the County terminates this Agreement, UDT's recovery against the County shall be limited to that portion of the Agreement amount earned through the date of termination.UDT shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. INSURANCE UDT shall provide insurance coverage as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Professional Liability: $1,000,000 Per Occurrence. UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO 16 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT NC4UMN..SN MONP DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. Technology Errors & Omissions: $1,000,000 Per Occurrence. E. Cyber Liability: $1,000,000 Per Occurrence. Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required.This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly.The Certificate of Insurance must state the Contract Number, or Specific Project Description or must read: For any and all work performed on behalf of Collier County. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions.Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. CONFLICT OF INTEREST Contractor represents that it presently has no interest and shall acquire no interest,either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. SUBJECT TO APPROPRIATION It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b.Prohibition by the individual and/or firm from doing business with the County UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved 17 CAC COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC *UDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. DISPUTE RESOLUTION Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. CHOICE OF LAW AND VENUE This Agreement shall be interpreted under and its performance by the laws of the State of Florida. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County,Florida,which courts have sole and exclusive jurisdiction on all such matters. COMPLIANCE WITH LAWS By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including,but not limited to,the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government& Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Email: Pub licRecordRequest(dcollicrcotintvfl.gov UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO 18 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M M M> The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost,to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO 19 A COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT ACCOMPLISH MO. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M '3' rhr y�j�j t ...� l ... Wx. j,1 it2t.6�,7Sr:i!'ran W:.�s4•u .3aaFr vr•'wr: r... ��T"'..uca},t...b.S2.et��. ,.'c� .R c. � �• .. This SOW may be executed by the Parties in counterparts which together shall constitute one and the same SOW among the Parties.A facsimile and/or electronic signature shall constitute an original signature for all intent and purposes. THE PARTIES HERETO HAVE CAUSED THIS SOW TO BE EXECUTED BY THEIR RESPECTIVE DULY AUTHORIZED REPRESENTATIVES AS OF THE EFFECTIVE DATE HEREOF. ATTEST: Crystal K. Kinzel,Clerk of the Circuit BOARD OF COUNTY COMMISSIONERS Court and Comptroller•' .. COLLIER COUNTY,FLORIDA By: By: Rick LoCastro, Chairman Dated: SEAL Attest as to Chairman's signature only _ Contractor's Witnesses: CON CTOR: Uni i Data chnologies, Inc. first Witness l By: Sig tur Jose hind Moss _._. Ty e/print itness namet Fernando Fernandez,CFO TType/print signature and titter Se and fitness 4/12/2023 Marly Ortega Date TType/print witness namet v d as to For d Leg lity: uty County Attorney '7; ) Print Name qir - •a UDT Confidential-Copyright UD7;Inc.2019 All Rights Reserved 20 41 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC UDT ACCUM PI.ISN MUPR'. DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M EXHIBIT A: CHANGE ORDER REQUEST FORM „4+ � w' 40 Requested on"DATE" Client Name: Project Name: Project Sponsor: Project Number: Project Ticket# Requestor: Project Phase: Priority: High ❑ Med.D Low❑ Description of Change: Reason for Change: Ramifications of Change: Schedule ❑ Staffing ❑ Other ❑ (explain ramifications below) Estimated Cost:$ UDT Responsibilities Response to Change Request UDT Client Approved ❑ Rejected ❑ Cancelled ❑ Name: Name: Signature: Signature: Title: Title: Date: Date: UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO 21 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS -UC V UDT DEPLOYMENT COMPLETION OF 5 PHASES AND SUPPORT T&M EXHIBIT B LETTER 01 COMPLE 11 Collier County Board of County Commissioners 3299 Tamiami Tr. East Naples, FL 34112 Certificate of Completion of Services RE: Reference SOW No. and/or Purchase Order Number Dear Collier County Board of County Commissioners Pursuant to SOW Number: 00001753 between UDT ("UDT") and Collier County Board of County Commissioners, UDT hereby certifies, by the signature below or electronic signature, as applicable, of its authorized representative,that the Services described below and pursuant to the SOW has been completed on the date indicated below and in accordance with the terms of the SOW. Services Services Description Service Completion Invoice Amount(USD) # Date 1. Completion of Total: $ Client Purchase Order No. or Reference SOW No. UDT Sales Order Number • Total Invoice Amount of Services Completed: $ • For Services that are broken down into phases, is this the last Milestone Completion Certificate? (Yes/No): • Collier County Board of County Commissioners has five (5) business days from the receipt of this letter to sign and return this letter to UDT. • Collier County Board of County Commissioners's signing of this Letter of Completion, or 's failure to return this letter within five(5) business days, signifies Client's acceptance that Services listed above have been performed according to this Document. • Collier County Board of County Commissioners shall not delegate the task of accepting or assessing completion of the Services. UDT By: By: Name: Name: Title: Title: Date: Date: UDT Confidential-Copyright UDT,Inc.2019 All Rights Reserved CAO 22 DATE(MM/DD/YYYY) ACCPR o® CERTIFICATE OF LIABILITY INSURANCE 4/13/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Krystle Grilli Keyes Coverage Insurance PHONE 5900 Hiatus Road (A/C.No.EXf_g54-77724-7000 (A/C,No):954-724-7024 Tamarac FL 33321 ADDRESS: Kgrilli@keyescoverage.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Fire Insurance Company of Hartford - 20478 INSURED 14202 INSURER B:Continental Casualty Company 20443 United Data Technologies Inc.UDT INSURER C:Columbia Casualty Company 31127 2900 Monarch Lakes Blvd., Suite 300 INSURER D:The Continental Insurance Company 35289 Miramar FL 33027 INSURER E: Hartford Fire Insurance Co 19682 INSURER F: COVERAGES CERTIFICATE NUMBER:282856611 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I POLICY EFF POLICY EXP LTR TYPE OF INSURANCE NSD WVD POLICY NUMBER LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y GL 7015483862 11/1/2022 11/1/2023 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $$00,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 POLICY PRO X LOC JECT PRODUCTS-COMP/OP AGG $3,000,000 OTHER: $ A AUTOMOBILE LIABILITY BUA7015483893 11/1/2022 11/1/2023 COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOSP OPERTY X HIRED AUTOS X AUTO SWNED IPerra cdent) DAMAGE $ Comp/Coll Deductible $1,000 D X UMBRELLA LIAB X OCCUR CUE 7015483909 11/1/2022 11/1/2023 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$10 000 $ B WORKERS COMPENSATION 7017891436 11/1/2022 11/1/2023 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Technology E&O/Cyber Liability 652386469 11/1/2022 11/1/2023 Liability Limit $5MM/$100,000 Dad B D&O/EPLI/Fiduciary 652383068 11/1/2022 11/1/2023 D&O/EPLI/FID 5MM/5MM/1MM E Crime 21 TP 0323221-22 11/1/2022 11/1/2023 Employee Theft Client $2MM/$25,000 Ded DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) `Excess Technology E&O:Carrier: Underwriters at Lloyds/Effective date: 11/1/2022-11/1/2023/Policy number:ACX1048922/Limits:$5,000,000 xs of $5,000,000 Re: For any and all work performed on behalf of Collier County Certificate holder is included as an additional insured on a primary and non-contributory basis with regard to the General Liability when required by written contract. CERTIFICATE HOLDER CANCELLATION 30 Days Notice/10 Days for Non-Pay SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail E Naples FL 34112 AUTHORIZED REPRESENTATIVE 00 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD CNA 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 i = CNA74872XX (1-15) Policy No: 7015483862 Page 1 of 14 Endorsement No: Nat_'1 Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its pemisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, 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: 7015483862 Page 2 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name:UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. 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: P 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 ti 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: 7015483862 Page 3 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name:UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g, products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d, or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX (1-15) Policy No: 7015483862 Page 4 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA 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 I 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. mmm 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: 7015483862 Page 5 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name:UNITED DATA TECHNOLOGIES INC. • Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. NA 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 I PARTNERSHIP I 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: 7015483862 Page 6 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC.. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES,AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership 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). " 6T: ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX(1-15) Policy No: 7015483862 Page 7 of 14 Endorsement No: 1 Nat']. Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name:UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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: 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. CNA74872XX (1-15) Policy No: 7015483862 Page 8 of 14 Endorsement No: 1 Nat'1 Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA 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: v m Other Insurance i - 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 I LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Policy No: 7015483862 Page 9 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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)(li), 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: 7015483862 Page 10 of 14 Endorsement No: 1 Nat'1 Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA 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: CNA74872XX (1-15) Policy No: 7015483862 Page 11 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/O1/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16, PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Policy No: 7015483862 Page 12 of 14 Endorsement No: 1 Nat 'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insureds 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. 8 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 MEM $1,000. limit. iii= — 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: 7015483862 Page 13 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer Will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Policy No: 7015483862 Page 14 of 14 Endorsement No: 1 Nat'l Fire Ins Co of Hartford Effective Date: 11/01/2022 Insured Name: UNITED DATA TECHNOLOGIES INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission.