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AG 24-003 - JUSTFOIARETURN TO: Clerk's Department EXT: 2541 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: City Clerk 2. ORIGINATING STAFF PERSON: Stephanie Courtney EXT: 2540 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT 8 GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E G, BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Public Records Disclosure Software 6. NAME OF CONTRACTOR: JustFOIA, Inc. ' ADDRESS: 3717 Apalachee Parkway, Suite 201, Tallahassee, FL 32311 TELEPHONE 850-701-0725 E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: 9 SCOPE, WORK OR SERVICES ® COMPENSATION N INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: January 1, 2024 COMPLETION DATE: Ongoing - Renews Annually 9. TOTAL COMPENSATION $11,802.00 w/ 5% increase annually (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ®NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES 0NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED N PURCHASING: PLEASE CHARGE TO: 502-110-046-518-88-414 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ® DIRECTOR 11/1/23 SC ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW JRC 11/2123 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: n/a COUNCIL APPROVAL DATE: n/a 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED 0 LqW DEPARTMENT Sf GNATORY (MAYOR OR DIRECTOR) If [Y ),3 ❑ CITY CLERK [[ 11 47- ❑ ASSIGNED AG# Ad# 24-003 COMMENTS: Vendor Requests Redline Version 2/2017 This Order, designated as Order No. 29367 (this "Order") is entered into as of the date of the last signature (the "Order Effective Date"), by and between JustFOIA and Client. A. No amendment or modification to this Order will be valid unless set forth in writing and formally approved by authorized representatives of both parties. B. No change order, notice, direction, authorization, notification, or request will be binding upon Client or JustFOIA, nor will such change be the basis for any claim for additional compensation by JustFOIA, until Client and JustFOIA have agreed in writing to such change, or to execute a new order, as appropriate. C. Unless provided to the contrary in this Order, to the extent there are any conflicts or inconsistencies between this Order and a Client purchase order, the provisions of this Order shall govern and control. Use of pre- printed forms, including, but not limited to email, purchase orders, shrink-wrap or click -wrap agreements, acknowledgements, or invoices, is for convenience only and all pre-printed terms and conditions stated thereon, except as specifically set forth in this Order, are void and of no effect. D. This Order may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single agreement between the parties with the same effect as if all the signatures were upon the same instrument. The counterparts may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. E. This Order, and any claim dispute or controversy hereunder (a "Dispute"), will be governed by the laws of the state where Client is located, in each case without giving effect to any principles of conflicts of laws. The UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. In any Dispute, each party will bear its own attorneys' fees and costs and expressly waives any statutory right to attorneys' fees. F. This Order is subject to the Assumptions, Terms & Conditions set forth below. G. This, and the preceding Sections of this Order shall survive after termination or expiration of the same. [remainder ofpage intentionally left blank] JustFOUA I Order Page 1 of 17 (rev.10/1712023) IN WITNESS WHEREOF, the parties hereto have caused this Order to be executed by their respective duly authorized representatives, evidenced by their signatures below, as of the Order Effective Date. JustFOIA, Inc. ("JustFOIA') Larry Davidson Name: _ Title: General Manager Date: November 15, 2023 CITY OF FEDERA WAY ("Client'j Signed_ Name: , 6M VS �✓" Title: yT % Date: l'/l'ql �3 33325 8TH AVE S FEDERAL WAY, WA 98003 JustFOIA I Order Page 2 of 17 IN WITNESS WHEREOF, the parties hereto have caused this Order to be executed by their respective duly authorized representatives, evidenced by their signatures below, as of the Order Effective Date. JustFOIA, Inc. ('justFOIX') Signed: Name:. Title: Date: CITY OF FEDERA WAY ("Client") Signed: �� 1 I Name: ► 'tOWt T +G,r1` Title: Date: " "I "T 33325 8TH AVE S FEDERAL WAY, WA 98003 1u5CFOIA I Order Page 2 of 17 PRICING Eg ustFOIA 3717 Apalachee Parkway, Suite 201 Tallahassee, FL 32311 850.701.0725 850.564.7496 fax Client Name: City of Federal Way Client Address: 33325 8th Ave S PO Box 9718, Federal Way, WA 98003 Quote Number: 29367 Quote Type: New JustFOIA System Product Description: ustFOIA ANNUAL RECURRING SERVICES 0 JustFOIA Pro Plus: Up to 400,000 Population 0 Laserfiche Integration for JustFOIA Pro Plus 0 Single Sign -On (SSO) Q Any & All Document Management 0 Unlimited Admins, Power Users & General Users Q Unlimited Storage URL: federalwayjustfoia.com SUBTOTAL - RECURRING ANNUAL SERVICES Bill/Ship to: Terry Smith terry.smithityoffederalwa .com cc AP Contact: ter .s i raiw m Quote Date: November 9, 2023 Subscription Period Start Date: December 24, 2023 Subscription Period End Date: January 31, 2025 Qty. unit Cost Total 1 $9,835.00 $9,835.00 1 $1,967.00 $1,967.00 1 Included Included 1 Included Included 1 Included Included 1 Included Included Included Included Service Description: Qty. unit cost Total IustFOIA SERVICE PACKAGES 0 Pro Implementation 1 Included Included 0 Configuration of 2 Request Forms 1 Included Included 1, City Records Requests 2. Po/ice Records Requests Q Additional Request Form Configuration 2 $1,500.00 $3,000.00 3. AWur+ioP.?1 CourtRequesrs 4. interagency Requests 0 Single Sign -On Configuration 1 Included Included Q Any & All Document Management Configuration 1 Included Included Q Laserfiche Integration Configuration 1 $750.00 $750.00 SUBTOTAL - ONE-TIME SERVICES [Q JustFO/A Subscription Proration for 2Months JuStF01A I Order (rev,10/17/2023) 1 ($9,835.00) Page 3of17 Q Initial Competitive Replacement Promo-JustFOIA Recurring subscription Services Promotion is based on this quote and if the quote changes the Promotion amount is subject to change. Expires 1212912023 Q Initial Competitive Replacement Promo-JustFOIA One-time Services Promotion is based on this quote and if the quote changes the Promotion amount is subject to change. Expires 1212912023 ($1,967.00) ($3,750.00) This is NOT an invoice. Please use this confirmation to initiate your purchasing process. RECURRING SERVICES Client has elected to license the JustFOIA software provided as a service (the "Solution"). The Recurring Services portion of this Order and/or applicable Addendum will systematically renew unless written notice of termination has been provided. An annual increase of 5% will be applied after Year 1 (excluding any initial or one-time discounts) unless Client has terminated the Order and/or Addendum earlier, as set forth below, or provided sixty (60) days written notice prior to the scheduled renewal date of the Recurring Services. SALES TAX Sales tax will be invoiced where the Client is not exempt and/or has not communicated its tax status to JustFOIA. Sales tax is not included in the fee quote above. TERM Either party may terminate this Order upon any of the following: (a) Thirty (30) days after a party's receipt of written notice from the other party that this Order and/or applicable addendum shall be terminated; or (b) Thirty (30) days after one party notifies the other in writing that they are in breach or default ofthis Order, unless the breaching party cures such breach or default within such thirty (30) day period; or (c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either party, any insolvency of a party, any appointment of a receiver for such party, or any assignment for the benefit of such party's creditors (a "Bankruptcy Event"), unless such party cures such Bankruptcy Event within the fifteen (15) day period; or (d) If Client has not paid in full the renewal invoice within 45 days after scheduled renewal date of the Recurring Services, the Order (and/or applicable addendum) will systematically terminate, but may be reinstated if/when the Client pays the renewal invoice in full (including any applicable reinstatement fees); or (e) If Client is a city, county, or other government entity the following applies: If Client's governing body fails to appropriate sufficient funds to make payments due and to become due during Client's next fiscal period, Client may, subject to the terms herein, terminate the Order as of the last day of the fiscal period for which appropriations were received (each an "Event of Non -appropriation"). Client agrees to deliver notice of an Event of Non -appropriation to JustFOIA at least 30 days prior to the end of Client's then -current fiscal period, or if an Event of Non -appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non -appropriation. If this Order is terminated following an Event of Non -appropriation, Client agrees to compensate justFOIA for services rendered prior to such Event of Non -appropriation. JustFOIA I Order Page 4 of 17 (rev. 10/17/2023) BILLING TERMS BILLING JustFOlA will invoice Client as follows: Product/Service Description I Timing of Billie Recurring Services o Initial Sale (Year 0): Upon providing Client online access to the Solution. ■ Annual Renewal (Year 1): 75 days in advance of expiration date. • Annual Renewal (Year 2+): 75 clays in advance of expiration date. One -Time Services Upon delivery completion and Clientacceptance. JustFOIA shall not send any invoices, nor claim payment, for any fees or expenses incurred by JustFOIA until both parties authorize this Order. PAYMENT Client terms are Net 30 and agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30) days from January 1, 2024 and each year thereafter as long as the contract is in effect. Once payment has been received, no refunds for Recurring Services are available. JustFOIA I Order Page 5 of 17 (rev.10/17/2023) TECHNICAL SUPPORT' To support your journey, its important to have a plan should issues or needs arise. Technica/Support justFOIA Technical Support is provided for all clients through the online support center; by email (support@justFOIA.com), or by telephone (800-342-2633), during business hours of 8 a.m. to 8 p.m. Eastern Time. Technical Support covers Solution break/fix support, version updates, and continued educational resources including the Training center for justFOIA. JustFOIA I Order Page 6 of 17 (rev.10/1712023) SERVICE PACKAGES GENERAL ASSUMPTIONS The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not described below is not included in the scope of services to be provided. Variations to the following may impact the Service Package's cost and/or schedule, justifying a change order. JustFOIA's completion of a Deliverable to Client shall constitute that JustFOIA has conducted its own review and believes it meets Client's requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after JustFOIA's submission to give written notice to JustFOIA specifying the deficiencies in reasonable detail. JustFOIA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, JustFOIA shall resubmit the Deliverable for review asset forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. If either party identifies a business issue during the project, JustFOIA and Client mustjointly establish a plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of identification. Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request. Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a change order for time spent byJustFOIAon retraining, reeducating, or changes in direction. Client will ensure that all Client's personnel who may be necessary or appropriate for the successful performance of the services will, on reasonable notice: (i) be available to assist justFOlA personnel by answering business, technical and operational questions and providing requested documents, guidelines, and procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under this Order; and (iii) be available to assist justFOIA with any other activities or tasks required to complete the services in accordance with this Order. Note that all services contracted for must be done as part of the initial implementation. For the avoidance of doubt, if there are services or portions thereof that the Client does not elect to implement as part of the initial implementation, such services are forfeited. = All services, unless otherwise noted, will be performed remotely. PRO IMPLEMENTATION CLIENT TASKS & DELIVERABLES • Provide a visual flow chart and/or narrative of current records request process(es) and requirements • Attend all scheduled implementation sessions and respond promptly to requests for information • Complete necessary configuration assignments in a timely manner, including but not limited to: o Create General User and Viewer accounts and respective departments o Create user -created email templates • Conduct internal end -user (General User) trainings • Perform user acceptance testing • Complete JustFOIA Training Center trainings and certification • Configure Deflection/Dynamic Fields, unless Dynamic Fields Configuration Package is quoted JustFOlA TASKS & DELIVERABLES • Deploy site in in the Microsoft Azure Government Cloud • Set up Client with Training Center accounts 4 Conduct Pre -Implementation Session (1 hour) to collect necessary configuration data and outline expectations • Lead Implementation Launch Session (1 hour) to identify implementation milestones and introduce Client to public facingJustFOIA site and request form(s) JustFOIA I Order Page 7 of 17 (rev.10/17/2023) Establish and configure initial Administrator and Power User security credentials and respective departments Personalize Public Portal with Client branding Configure number of request forms defined in Order and necessary request statuses and workflow task lists Complete initial configuration of observed holidays Complete initial configuration of system email templates Conducttwo (2) Remote System Trainings (1.5 hours and 1 hour respectively); including but not limited to building forms, creating annual reports for state OLARC) requirements, modifying and personalizing the public portal, creating new workflows, and creating invoices; recordings made available in Training Center Conduct one (1) Remote Workflow Training (1 hour perform process); recording made available in Training Center • Provide training support and resources to Administrator and Power User Team for end -user trainings t Provide technical support through usertesting before going live Assist with transition to Client Success and Support Teams • Provide Go -Live Marketing Press Kit ADDITIONAL REQUEST FORM CONFIGURATION CLIENT TASKS & DELIVERABLES • Provide a visual flowchart and/or narrative of desired records request process(es) and request form requirements JustFOIA TASKS & DELIVERABLES • Conduct requirements gathering Configure and implement desired form and necessary request statuses and workflow task lists to the Client satisfaction and/or approval • Complete testing and walkthrough with final approval of the workflow and functionality of the form(s) bythe Client EXCEPTIONS Creation of DirectRoute Workflows ANY & ALL DOCUMENT MANAGEMENT CONFIGURATION CLIENT TASKS & DELIVERABLES Attend remote Document Management training and respond promptly to requests for information JustFOIA TASKS & DELIVERABLES • Configure and implement Any & All Document Management module • Conduct one (1) remote Document Management training session (30 minutes); recording uploaded to Training Center SINGLE SIGN -ON (SSO) CONFIGURATION CLIENT TASKS & DELIVERABLES Review Single Sign -on -Guide Follow the Single Sign -on Guide -and best practices documentation for your Identity Provider of choice Choose a protocol to connect with (e.g.: SAML, Open ID Connect) Attend an Integration Call with JustFOIA to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities Work with JustFOlA to determine what pieces of information will be needed Participate in testing JustFOIA TASKS & DELIVERABLES • Conduct requirements gathering • Configure JustFOIA SSO: u Deliver any relevant documentation for connection type to the client JUSCFOIA I Order Page 8 of 17 (rev.10/17/2023) Integration call with Client to walk through any outstanding setup and Q&A, within the scope of JustFOIA responsibilities Information gathered by client is provided to JustFOIA Enterprise Connection is created and established in the JustFOIA system Client tests the connection to validate it is configured and working correctly Complete testing LASERFICHE INTEGRATION CONFIGURATION CLIENT TASKS & DELIVERABLES ■ IT review and verification of prerequisites/requirements in the Laserfighe integration User & Configuratigct Gie Attend all scheduled integration and configuration sessions and respond promptly to requests for information Participate in testing JustF01A TASKS & DELIVERABLES Delivery of installable Common Web Services API (CWS API) Conduct remote configuration sessions as required to complete the Laserfiche integration Complete testing and training on the functionality of the integration JustFOlA I Order Page 9 of 17 (rev.10/17/2023) ASSUMPTIONS, TERMS & CONDITIONS THESE ASSUMPTIONS, TERMS AND CONDITIONS APPLY TO ALL ORDERS PLACED FOR THE SOLUTION. THESE PROVISIONS SHALL SURVIVE AFTER TERMINATION OR EXPIRATION OFANYAND ALL PORTIONS OFTHE ORDER. WARRANTIES & DISCLAIMERS JUSTFOIA DOES NOT PROMISETHATTHE SOLUTION WILL BE UNINTERRUPTED OR ERROR -FREE. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT PRIVACY, CLIENT DATA, CONFIDENTIAL INFORMATION, AND PROPERTY. JustFCIA Warranties. justFOIA warrants that (i) the Solution shall perform materially in accordance with any specifications or descriptions set forth herein, (ii) subject to exceptions related to non-justFOIA software, the functionality of the Solution will not be materially decreased during the term ofthis Order, (iii)justFOIA will use industry standard measures to not transmit malicious code and the like ("Malicious Code") to Client, provided that if Client or a user uploads a file containing Malicious Code into the Solution Client shall be liable for the same; and (iv) to justFOIA's knowledge, Clients use of the Solution in strict compliance with the Order shall not infringe or violate the intellectual property rights of any third - party. JustFOIA also represents that .it uses E-Verify to verify the work authorization of all newly hired employees. The warranties herein are void to the extent of any Client failure to perform in accordance with the Order and any licensing terms. JustFOIA shall not be responsible for any decrease in functionality or other issues that are the result of (1) the Solution not being used in accordance with the Order, (ii) the Solution being modified or altered by or on behalf of Client without justFOIA's written permission, or (ii) Internet or network connections, third -party software, streaming services, computers, equipment and/or devices not supplied byjustFOIA. Client Warranties. Client warrants that justFOIA's use of Client data and/or any other item provided by Client, in accordance with the Order will not infringe or violate the intellectual property or other rights of any third -party. Client warrants that it shall have all rights and licenses of third -parties necessary or appropriate for justFOIA to access or use such third -party products and agrees to produce evidence of such rights and licenses upon the reasonable request of JustFOIA. LICENSED SOFTWARE AND SERVICES During the term of the Order and any applicable addenda, JustFOIAgrants to Client and Client accepts a non -transferable, revocable, non-exclusive, and limited license to use the Solution as defined herein subject to the terms, obligations and restrictions set forth in the Order. All rights to the Solution not granted to Client are reserved by justFOl k CLIENT RESPONSIBILITIES Files and other content that justFOIA may provide to Client may be protected by intellectual property rights of others. Client will not copy, upload, download, or share files unless Client has the right to do so. Client, not JustFOIA, will be fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise used while using the Solution. Client will not upload malware or any other malicious software to the Solution. Client is also responsible for the timely and accurate fulfillment of records requests, and ensuringthat no classified, confidential, or illegal information is provided to or through the Solution. ACCEPTABLE USE POLICY Client agrees that it will not misuse or attempt to misuse the Solution, and that the Solution will only be used in a manner consistent with the Order. Client may only upload public and non -confidential data to the Solution. Client acknowledges and agrees that all use of the Solution hosted on the Azure Government Cloud is subject to the Microsoft terms and conditions surrounding the same. justFOINs obligations and liability and Clients rights are limited by the same. Further, JustFOIA neither accepts liability for, norwarrants the functionality, utility, availability, reliability, or accuracy of, third -party software or third -party services. Jus[FOIA I Order (rev. 10/17/2023) INFORMATION & PRIVACY By using the Solution, Client will be providing justFOIA with information. Client retains full ownership of its information, and JustFOIA does not assert ownership. These Assumptions, Terms & Conditions do not grant justFOIA any rights to Client's information or intellectual property except for the limited rights that are needed to run the Solution, as explained below. justFOIA may need Client's permission to handle its information as directed and required for the functioning of the Solution. An example is hosting files or sharing them. Client hereby grants a license to JustFOIA to use and process such information solely to the extent necessary to fulfill JustFOIA's obligations. This license also extends to trusted third parties JustFOlAworks with to do the same. Client is solely responsible for its conduct, the content of its files, and its communications with others while using the Solution. For example, it is Client's responsibility to ensure that it has the rights or permission needed to comply with these Assumptions, Terms & Conditions. INFORMATION SHARING AND DISCLOSURE JustFOIA may use certain trusted third -party companies and individuals to help JustFOIA provide, analyze, and improve the Solution (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Solution's features). These third parties may have access to Client's information only for purposes ofperforming these tasks an justFOIA's behalf and under obligations similar to those in justFOIA's privacy policy. The parties acknowledge that in the course of the relationship between Client and JustFOlA, each may receive Confidential Information (as defined below) of the other party. Any and all Confidential Information in any form or media obtained by a Recipient (defined below) shall be held in confidence and shall not be copied, reproduced, or disclosed to third parties for any purpose whatsoever except as necessary in connection with the performance.of the applicable party's obligations- Each Recipient further acknowledges that it shall not use such Confidential Information for any purposes other than in connection with the activities contemplated by the Order. All JustFOIA personnel assigned by JustFOIA to Client will sign appropriate forms of confidentiality agreements on or prior to their start date. "Confidential Information" means any and all confidential information of a party disclosed to the other party, including, but not limited to, research, development proprietary software, technical information, techniques, know- how, trade secrets, processes, clients, employees, consultants, pricing information and financial and business information, plans and systems. Confidential Information shall not include information which: (i) was known to the party receiving the information (the "Recipient") prior to the time of disclosure by the other party (the "Disclosing Party'l; (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of the Order, these Assumptions, Terms & Conditions or other wrongful act by the Recipient; (ii!) was lawfully received by Recipient from a third -party without any obligation of confidentiality; or (iv) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority. The obligations set forth in this Section shall survive termination of the Order for a period of three (3) years thereafter. INTELLECTUAL PROPERTY The Solution and any services surrounding the same herein are not considered "Works made for Hire" or otherwise a grant of any right, title, or interest. Except the license grant herein, all rights to the Solution and all services surrounding the same are and remain with JustFOIA. Client shall retain a non-exclusive, royalty -free, world-wide, perpetual license to use the outputs generated by Page 10 of 17 Solution and stored external to Solution by Client during the Subscription Period. Except for the license grants hereunder, as between Client and justFOIA, Client retains all rights to Client data and information. ACCOUNT SECURITY Client is responsible for safeguarding the passwordsthat are used to access the Solution and agrees not to disclose passwords to any third -party. Client is responsible for any activity using its account, whether or not it authorized that activity. Client will immediately notify justFOIA of any unauthorized use of Clients account. Client acknowledges that if itwishes to protect its transmission of data orfiles to the Solution, it is Clients responsibility to use a secure network to communicate with the Solution. DATA RETENTION & ACCESS JustFOIA will retain Client's information for as long as its account is active or as needed to provide the Solution. If Client wishes to cancel its account or request that justFOIA no longer use Clients information to provide the Solution, Client may request that justFOIA delete its account. JustFOIA may retain and use Clients information as necessary to comply with legal obligations, resolve disputes, and enforce mutual agreements. Consistent with these requirements, justFOIA will tryto delete Clients information quickly upon request. Please note, however, that there might be latency in deleting information from JustFOIA servers and backed -up versions might exist after deletion. In addition, JustFOIA does not delete Client information from its server's files that Client has in common with other users. Client understands and agrees that once the Client instance ofthe Solution is decommissioned, JustFOIA may not be able to provide Client a copy of the data included therein. Client agrees that it will back up all Client information that it requires. JustFOIA may decommission any environment after 45 days of Client not maintaining an active subscription to the applicable environment, including without limitation, as a result of non - renewal and/or non-payment. Client may export its data at any time and for any reason, either incrementally or in bulk, without advance notice to justFOIA. NON JUSTFOIA APPLICATIONS AND PROVIDERS The Solution may contain links to third -party websites or resources. justFOIA does not endorse and is not responsible or liable for third -party websites, including, without limitation, availability, accuracy, the related content, products, or services. Client is solely responsible for its use of any such websites or resources. Sj f FA Products and 5ervires.JustFOIAorthird parties may from time to time make available to Client third -party products or services, including but not limited to non JustFO1A applications and implementation, customization, and other consulting services. Such products and services shall be clearly designated as provided by a third -party in the applicable Order. Any acquisition by Client of such non JustFOIA products or services, and any exchange of data between Client and any non JustFOIA provider, is solely between Client and the applicable non JustF01A provider. JustFOIA does not warrant or support products or services not provided by justFOIA, whether or not they are designated byjustFOIA as "Certified" (as that term is defined below) or otherwise, except as specified in the Order and/or applicable addenda. No purchase of non JustFOIA products or services is required to use the Solution except a supported computing device, operating system, web browser and Internet connection, all of which Client is solely responsible for providing in accordance with the specifications that may be provided by justFOlA from time to time. For purposes of the Order, "Certified" shall describe applications and other products developed and sold by third parties that justFOIA has verified interoperate with the Solution. Non -lust D16 plicatinns and. CC�,nr iniormation. If Client installs or enables non JustFOIA applications for use with the Solution, Client acknowledges that JustFOIA may allow providers of those non JustF01A applications to access Client information as required for the interoperation of such non JustFOlA applications with the Solution. JustFOIA shall not be responsible for any disclosure, modification or deletion of Client information resulting from any JustFOIA I Order (rev. 10/17/2023) such access by non JustFOIA application and/or providers. The Solution shall allow Client to restrict such access by restricting users from installing or enabling such non-JustFOIA applications for use with the Solution. JustFOIA is not responsible for, and Client agrees to hold JustFOIA harmless from and indemnify justFOIA against any third -party claims or liability owed to third parties resulting from any unauthorized use or disclosure or any damage or loss of Client information as a result of use of non JustFOIA applications or access to Client information by non JustFOIA application and/or providers. Intgratian with UOD lJ tFO1&. rvi . The Solution may contain features designed to interoperate with non JustFOlA applications (e.g., Laserfiche, Adobe, Authorize .net, or PayPal applications). To use such features, Client may be required to obtain access to such non JustFOIA applications from their providers. Ifthe provider of any such non-JustFOIA application ceases to make the non JustFOIA application available for interoperation with the corresponding Solution features on reasonable terms, justFOIA may cease providing such features without entitling Client to any refund, credit, or other compensation, unless the provider of such non JustFOIA application provides for a refund of such fees. INDEMNIFICATION &. LIMITATION OF LIABILITY (a) General Indemnification. JustFOIA ("Indemnifying Party") shall indemnify, defend and hold the Client harmless against any loss, damage or costs (including reasonable attorneys' fees) in connection with third -party claims, demands, suits, or proceedings ("Claims") to the extent caused by the Indemnifying Party and related to: Bodily injury or personal property damage arising out of the Indemnifying Partys performance within the scope of its responsibilities under the Order; A breach of the indemnifying Partys obligations with respect to confidentiality; • A breach by the Indemnifying Party of applicable laws; or • The grossly negligent acts, or willful misconduct of the Indemnifying Parry. • (b) Intellectual Property Indemnification. JustFOIA shall defend, indemnify, and hold Client harmless against Claims made or brought against Client by a third -party alleging that the use of the Solution, as provided to Client under the applicable Order hereto and used in accordance with the Order and relevant documentation, infringes any third- partys intellectual property rights. Notwithstanding the foregoing, JustFOIA shall not be required to indemnify Client to the extentthe alleged infringement: (x) is based on information or requirements furnished by Client, (y) is the result of a modification made by a party other than justFOIA, or (z) arises from use of the Solution in combination with any other product or service not provided or approved in writing by justFOIA. If Client is enjoined from using the Solution, or JustFOIA reasonably believes that Client will be so enjoined, JustFOIA shall have the right, at its sole option, to obtain for Client the right to continue use of the Solution or to replace or modify the same so that it is no longer infringing. If neither of the foregoing options is reasonably available to JustFOIA, then the Order and/or applicable addendum may be terminated at either party's option, and justFOIA's sole liability shall be subject to the limitation of liability provided in this Section. (c) Limitation of Liability. (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH PARTY, AND WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES OR OTHER LIABILITY ARISING OUT OF, OR CONNECTED WITH THE ORDER, THE SERVICES, DELIVERABLES AND/OR SOLUTION PROVIDED, OR CLIENT'S USE OF ANY SUCH SERVICES, DELIVERABLES, AND/OR SOLUTION, SHALL IN NO CASE EXCEED THE AGGREGATE AMOUNTS PAID TO JUSTFOIA BY CLIENT UNDER THE APPLICABLE Page 11 of 17 ORDER OR ADDENDUM, GIVING RISE TO SUCH CLAIM DURING THE LAST SIX (6) MONTHS. (ii) INDEMNITOR IS NOT REQUIRED TO SPEND MORE THAN $100,000 PURSUANT TO THIS SECTION, INCLUDING WITHOUT LIMITATION ON ATTORNEYS' FEES, COURT COSTS, SETTLEMENTS, JUDGEMENTS, AND REIMBURSEMENT OF COSTS. The parties acknowledge that the limitation of warranties and liabilities as set out in this Order are an essential basis of this Order between the parties and that the prices agreed to be paid by Client for Solution reflect these limitations. INSURANCE During the term of this Order, justFOIA shall carry, at its sole expense, insurance coverage to include at a minimum the following: • Workers Compensation: State statutory limits and $1,000,000 employers' liability • Comprehensive General Liability: $2,000,000 per occurrence and $4,000,000 in the aggregate • Professional Liability and Errors & Omissions: $1,000,000 per occurrence and $3,000,000 in the aggregate • Cyber and Technical Errors and Omissions: $3,000,000 in the aggregate JustFOI& at Client's request, will name Client as an additional insured under the Comprehensive General Liability policy. JustFOIA represents that Client is automatically included as an additional insured under the Errors and Omissions and Cyber and Technical Errors and Omissions policies for vicarious liability but no modified certificate of insurance will be provided. GOVERNMENT PROVISIONS The provisions below are applicable only if Client is a city, state, or other governmental entity and then only to the extent required by laws rules and regulations applicable to such entity. (a) Compliance with Laws. To the extent applicable to the parties each party shall comply with and give all notices required by all applicable federal, state, and local laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on use of the Solution and the performance ofthe Order. (b) Equal Opportunity. To the extent applicable to the parties each shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), and the posting requirements of 29 CFR Part 471, appendix A to subpart A, if applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. (c) Excluded Parties List. To the extent required by law, JustFOIA agrees to immediately report to Client if a justFOIA employee or contractor is listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded health care programs. MISCELLANEOUS (a) Force Majeure. If either of the parties hereto are delayed or prevented from fulfilling any of its obligations under the Order by force majeure, said parties shall not be liable under the Order for said delay or failure. "Force Majeure" means any cause beyond the reasonable control of a party including, but not limited to, an act of God, an act or omission of civil or military authorities of a state or nation, epidemic, pandemic, fire, strike, flood, riot, war, delay of transportation, or inability due to the aforementioned causes to obtain necessary labor, materials or facilities. (b) Audit Rights. With reasonable notice and at a convenient location, Client will have the right to auditjustFOINs recordsto verify thatjustFOIA's invoicingto Client is correct. In addition, should any of Clients regulators legally require access to audit JustFOIA records, JustFOIA will, to the extent legally required by such JustFOIA I Order (rev. 10/17/2023) regulators, provide access for the same. All results of such audits shall be JustFOIA Confidential Information. Client shall bear all costs associated with audits. (c) Assignment. Neither party may assign or otherwise transfer any of its rights, duties, or obligations under the Order without the prior written consent of the other party. Either party, however, without any requirement for prior consent by the other, may assign the Order and its rights hereunder to any entity who succeeds (by purchase, merger, operation of law or otherwise) to all or substantially all of the capital stock, assets or business of such party, if the succeeding party or entity agrees in writing to assume and be bound by all of the obligations of such party under the Order. The Order shall be binding upon and accrue to the benefit of the parties hereto and their respective successors and permitted assignees. (d) Publicity. JustFOIA may use the name of Client, the existence of this Order and the nature of the associated services provided herein for marketing purposes, except that such use shall not include any Client Confidential Information. (e) Provisions Severable. If any provision in the Order is held by a court of competentjurisdiction to be invalid, void, or unenforceable, then such provision shall be severed from the Order and the remaining provisions will continue in full force. (f) Relationship of Parties. JustFOIKs relationship to the Client is solely that of an independent contractor and nothing herein expressed or implied is intended, or shall be construed, to confer upon or give to any person or entity, other than the parties, any right or remedy under or by reason ofthis Order. (g) Payment Once payment has been received, no refunds for Recurring Services (Annual Subscriptions) are available. (h) Notices. All notices, demands and other communications required or permitted hereunder or in connection herewith shall be in writing and shall be deemed to have been duly given if delivered (including by receipt verified electronic transmission) or five (5) business days after mailed in the Continental United States by first class mail, postage prepaid, to a Party atthefollowing address, or to such other address as such Party may hereafter specify by notice: JustFOIA, Inc. 3717 Apalachee Parkway, Suite 201 Tallahassee, FL32311 Attn: Legal Department Email• leeahaiustfaia-com Page 12of17 Appendix A City of Federal Way JustFOIA JustFOlA I Order Page 13 of 17 WHAT'S INCLUDED WITH JustFOIA PRO PLUS? FEATURES & SERVICES Pro Plus Security & Compliance SOC 2 Certified Organization Partner ✓ Annual Employee Certified CJIS & HIPAA Trainin ✓ ADA/Section 508 Compliant ✓ CJIS ACE Seal of Compliance ✓ Secure Host in on MicrasoftAzure Government Cloud (FedRAMP Authorized at Level High) ✓ Texas Risk and Authorization Management Program (TX -RAMP) Certified Cloud Product ✓ System Updates ✓ Single Sign -On (SSO) Data Storage & Users Standard Data Storage Unlimited Unlimited Administrators, Power Users, General Users, & Viewers ✓ Requester Experience One (1) Configurable Public Portal for Requesters to Submit & Track Requests ✓ Search Archive to Allow Re uesters to Search Previous Requests ✓ Dynamic Form Fields (e.., conditional fields or messages) ✓ User Experience Retention Schedules ✓ Confi urable Workflow for Users)/De artment(s) to Work Concurrently ✓ DirectRoute Workflow + Notifications, Reminders & Alerts ✓ In-App Internal & External (Requester) Communication Tools ✓ In-ARedaction with Auto -Redaction (Unlimited Users) J ✓ Unlimited File Size in Release to Requester ✓ Any & All Document Management with .PST File Extraction, Response Doc Folder Organization, In-ADocument Viewer & Batch Auto -Redaction ✓ Time & Materials Trackin ✓ Invoicing Module _ ✓ Payment Portal for Credit Card Processing Laserfiche Integration for Importing/Exporting Files + Reporting Dashboard ✓ Standard & Custom Reports through Advanced Reporting ✓ Train ing/Onboardling Dedicated Project Lead ✓ Live, Remote Administrator & Power User Training ✓ Live, Onsite Administrator & Power User Training + Two -Week Hy2ercare Period after Go -Live ✓ 24n/365 Training Center LMS with Client -Specific & General Trainin s & Videos V Client Service & Support Live Technical Support from 8 a.m. to 8 p.m. Eastern ✓ Dedicated Client Success Specialist ✓ Monthl Webinars ✓ JustFClA Administration Assistance Hours _ + V 16cluded +Optional 11 +Client choice of 550 or Payment Portal lacluded (Also available as an Optional Add -on) JustFOIA I Order Page 14 of 17 (rev.10117/2023) CLIENT JOURNEY TO EMPOWERMENT We're going to walk with you hand -in -hand throughout your justFOIA Client Journey, actively supporting and guiding your team as they interact and engage with the Solution - thus, empowering your team to manage the system post - implementation. Thisjourney is not viewed as a one-time transaction but as an ongoing partnership, where we remain committed to client success and satisfaction at every stage. DELIVERY TEAM Once you have selected your "destination" of JustF01A, our Delivery Team will guide you through four phases of implementation, ensuring a smooth path to Go -Live: Phase 1. Pre -Implementation We think it's important that we get to know each other first - building upon the knowledge gained duringthe decision - making process to configure the Solution to your specific needs. Your Project Coordinator will gather configuration data and outline expectations for the upcoming implementation phases. During our "Implementation Launch Session;' your assigned Project Coordinator will discuss training, confirm the timeline and key milestone dates, and introduce you to the public -facing side of your justFOIA site and request form(s). Phase 2.• System Training & Configuration This phase will consist of two remote, live 'System Training Sessions"for Administrators and Power Users, focusing on the practical application of the Solution through a hands-on experience submitting and working with mock requests to create a deep practical understanding of requests and administration settings. Clients are introduced to form configurations, retention options, redaction capabilities, communication tools, and more. Phase 3.• Request Training, Processing & Testing Administrators and Power Users will be guided through the designed request form workflow, creating a collaborative, problem solving experience that results in a more intimate understanding of the process. As Administrators and Power Users become experts in the Solution, the JustFOlA Delivery Team will collaborate with you to assist in onboarding general users. With numerous resources to onboard and introduce your staff to the Solution including custom training outlines, workflow maps, and guides for long-term reference, JustFOIA empowers you to create an internal training program while reinforcing your own knowledgebase. Following training, a designated testing window reinforces training principles while preparing to launch the JustFOIA Solution to the public. Your assigned Project Coordinator will be on stand-by to make necessary system modifications. Phase 4.• LaunchingjustF01A Now, the moment we've been waiting for - it's time to Go -Live with JustFOIA! The Delivery Team is invested in your success and will be with you every step of the way. We will remove test data from your justF01A site and provide a press kit to spread the word about your efforts to promote transparency. High-level priority is given to inquiries and adjustments during our Hypercare Check -in Service period until you are transitioned to your long-term Client Success and Technical Support Teams. CLIENT SUCCESS Once you have launched JustFOlAto the public, your journey is only just beginning. EveryjustFOIA client is assigned a dedicated Client Success Specialist to ensure they are getting the most out of their investment. Your Client Success Specialist can consult with you to recommend best practices and solutions to common records request issues. We invite clients to participate in periodic user webinars, training opportunities, user communities, and focus groups. Regardless of user type, there is something for everyone. in addition to ensuring your satisfaction with JustFOIA, your Client Success Specialist will recommend resources found in the Training Center for JustF01A, our complimentary learning management system with unlimited, on -demand access to hundreds of help videos and product documentation. JustFOIA I Order Page 15 of 17 (rev. 10117/2023) DEFINITIONS To determine which modules are applicable, please refer to the Pricing section. Your specific implementation may not include all modules described below, REDACTION MODULE Our powerful in-App Redaction Module allows you to upload and redact documents automatically with one click or manually remove sensitive data. Features include text search, pattern matching, proximity search, redact selected text and/or full page(s). Easily apply exemption codes to cite redaction reasons. Once applied, redacted areas are burnt into the document and cannot be recovered or removed so only the redacted version can be released. There is no per -user fee, so any permitted user can redact a document. JUSTFOIA TRAINING CENTER The JustFOIA Training Center is a robust Learning Management System that offers remote learning, ongoing training and certification. This complimentary subscription provides an easy solution new user and refresher training. Benefits include: • 24/7 access to on -demand JustFOIA training videos, certification courses and other resources • Reduction in training time and expenses • Catered learning for all skill levels from Basic Users to System Administrators • Unlimited access for Client's entire organization • Reduction in internal support and increased user productivity x Increased efficiency through improved internal usage/adoption of justFOIA • Customized with fully indexed, recorded training sessions ADVANCED REPORTING The Advanced Reporting module will allow Client to select data points to create custom reports and includes the following: • User -selectable data points • User -defined date ranges • Saving created reports • Ability to export data SINGLE SIGN -ON (SSO) The JustFOIA authentication system enables Single Sign-Qn ("SSO") integration by allowing connection to one of many supported identity providers. This allows users to login to JustFOIA via trusted connections established with their IT infrastructure (e.g., Azure Active Directory login) instead of using username and password authentication within JustFOIA. This feature eliminates the need for users to maintain two sets of credentials, is easier for Client's IT organization to maintain security protocols and gives Client better control over managing user access. The following types of enterprise connections can be made: Azure Active Directory t Active Directory • ADFS a Google Workspace (formerly G Suite, formerly Google Apps) Open ID Connect • SAML • PingFederate • Duo LASERFICHE INTEGRATION Our exclusive Laserfiche integration is a seamless bridge, allowing your organization to leverage Laserfiche to fulfill records requests more quickly and efficiently. From inside the JustFOIA Solution, users can securely connect to their Laserfiche repository to search and browse for responsive documents, sending selected documents to a specific request in the same file format as they are in the repository. As part of your Laserfiche Integration, you can export custom system reports directly into your Laserfiche repository, as well as all parts of a request including JUSCFOIA I Order Page 16 of 17 (rev.10/17/2023) communications, response documents, invoices, and a full timeline history of activity on the request. This integration requires each userto have a full Laserfiche license. Please see the Laserfiche Integration User & Con i ra i n Guide_ ANY & ALL DOCUMENT MANAGEMENT For clients who receive requests for"Any and All" communications, the effort to determine the responsive documents can be overwhelming. Built for clients who need to work with a large number of files, JustFOINs Any & All Document Management tool helps simplify and speed up this process with a variety of features, including: • Extract .PST files (emails and attachments) Detect duplicate emails • Bulk redact and sort all files with one -click Combine files into one PDF • Create custom folders and review documents in the document viewer JustFOIA I Order Page 17 of 17 (rev.10/17/2023) DATE (MMIDDIYYYY) A C) V CERTIFICATE OF LIABILITY INSURANCE 12/1/2023 11/14/2023 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 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 ri hts to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CONNAME:TACT 777 S. Figueroa Street, 52nd Fl. PHONE FAX A1C. No: CA License #OF15767 E-MAIL Los Angeles CA 90017 ADDRESS, (213) 689-0065 INSURERS AFFORDING COVERAGE NAIC 9 INSURER A; Vallgy Forge Insurance Com an 20508 INSURED JustFOIA, Inc. INSURER B ; American Casualty Company of Reading, PA 20427 1456427 3717 Apalachee Parkway INSURER C; The Continental Insurance CoMany 35289 Tallahassee FL 32311 INSURER D : Travelers Property Casualty Company of America 25674 Cr1VFRArGq T`ifrrTT AI f'FRTIFICATF NIIMRFR• 1AAA1110 RFVISION Nt1MRFR- XX7CyiCXX 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. 1NSR LTR TYPE OF INSURANCE SUER POLICY NUMBER POLDICY EFF POLTCYEXP MMIDDNYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FRI OCCUR Ded. $0 N N 6072067360 12/1/2022 12/1/2023 EACH OCCURRENCE $ 1.000.000 PR MISS ma occurrence S 1,000,000 X MED EXP (Anyone person) $ 15.000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY j� LOC OTHER GENERAL AGGREGATE $ 2 000 000 PRODUCTS -COMP/OP AGG $ 2,000,000 00O $ B AUTOMOBILE LIABILITY ANY AUTO X OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X Comp. Ded..$ 00Coll. N N 6072067343 12/1/2022 12/1/2023 COMEa e8'Ncsidr SINGLE LIMIT en $ 1,000000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE War aoolden $ XXXXXXX Ded. $ 1,000 C UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE N N 1072067357 12/1/2022 12/1/2023 EACH OCCURRENCE s 5,000,000 H AGGREGATE $ 5,000,000 DED I X RETENTION$ 10000 $ xxxxxxx C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? � (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A N 6072067326 AOS) 6079501170 �CA) 12/1/2022 12/1/2022 12/1/2023 12/1/2023 PER OTH- X STATUTE E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Tech E&O/Cyber Liability N N ZPL-5IN599A-2245 12/1/2022 12/1/2023 Limit: $5,000,000 SIR: $50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION 20062279 City of Federal Way 33325 8th Ave S. Federal Way WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED n 1488.201t`ACGMD CORPORATION- All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD