AG 24-042 - MEMBER MARKET PLACERETURN TO: JULIANNA LA13RAKE EXT: 2408
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: ECONOMIC DEVELOPMENT
2. ORIGINATING STAFF PERSON: TANJA CARTER EXT: 2412 3. DATE REQ. BY: 02/26/2024
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
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
S. PROJECT NAME: START TO CART - MEMBER MARKET PLACE ARPA PROGRAM
6. NAME OF CONTRACTOR: MEMBER MARKET PLACE
ADDRESS: 1680 WINDING CREEK DR MARION IA 52302-6183 TELEPHONE 319-389-3169
E-MAIL: CHERIE@MEMBERMARKETPLACEINC.COM FAX: N/A
SIGNATURENAME: CHERIE EDILSON TITLE CEO
7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES ® COMPENSATION ® INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN ® REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: MARCH 31, 2027
9. TOTAL COMPENSATION $ 78,750.00 - NOT TO EXCEED (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 10YES IDNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
A PURCHASING: PLEASE CHARGE TO: 001-1800-990-518-10-490 (ARPA PROGRAM)
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
* DIRECTOR TC 02/20/2024 TC 02128/2024
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW JRC 2/21/2024
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 01/17/2024 COUNCIL APPROVAL DATE: 02/06/2024
12. CONTRACT SIGNATURE ROUTING
19 14
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 02/28/2024 DATE REC'D: 2 I �P-1
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I 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.)
TIAL/ DATE SIGNED
FLAW DEPARTMENT
* SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG# A #
COMMENTS:
IZU I /
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cifpvflederalway. com
PROFESSIONAL SERVICES AGREEMENT
FOR
START TO CART
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington
municipal corporation ("City"), and Member Marketplace Inc., a Delaware corporation ("Contractor"). The City
and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for
any notice required under this Agreement:
MEMBER MARKETPLACE INC.:
Charlotte Edilson, CEO
1680 Winding Creek Dr
Marion, IA 52302-6183
(319) 389-3169 (telephone)
.com
The Parties agree as follows:
CITY OF FEDERAL WAY:
Tanja Carter, Economic Development Director
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-2412(telephone)
Tan
way.com
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which
shall be the date of mutual execution, and shall continue until the completion of the Services specified in this
Agreement, but in any event no later than March 31, 2027 ("Term"). This Agreement may be extended for
additional periods of time upon the mutual written agreement of the Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A
("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted
professional practices for other similar services within the Puget Sound region in effect at the time those services
are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to
the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill,
and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable
agencies and governmental entities, including but not limited to obtaining a City of Federal Way business
registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be
subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making)
such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in
accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying
performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the
other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement
immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially
violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for
City agreements in the future.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a
maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 4/2023
CITY OF
_& Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
wwwd yoffederalwaycotn
by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for
herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the
Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result
of the performance of Services and payment under this Agreement.
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the
form specified by the City, including a description of what Services have been performed, the name of the
personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall
also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City
only after the Services have been performed and within thirty (30) days following receipt and approval by the
appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this
Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may
withhold payment for such work until the work meets the requirements of the Agreement.
4.3 Non-ARpLopriation of Funds. If sufficient funds are not appropriated or allocated for payment
under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services
or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the
completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the
City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the
City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers
harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses,
attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without
limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection
with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except
for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction
determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out
of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the
Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only
to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to
defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers,
attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this
paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be
grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor
waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51
RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any
way by any limitation on the amount of damages, compensation or benefits payable to or by any third party
under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties
acknowledge that they have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its
officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 4/2023
CITY OF CITY HALL
33325 8ih Avenue South
Fe d e ra I Way 3332
Federal Way, WA 98003-6325
(253) 835-7000
mvw dtyoffederaMW cony
any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments,
awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or
litigation expenses to or by any .and all persons or entities, including without limitation, their respective agents,
licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely
caused by the negligent acts, errors, or omissions of the City. Please reference Exhibit B for details on specific
method of payment.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement with respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in
connection with the performance of the services or work by the Contractor, their agents, representatives,
employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event
occurring prior to such expiration or termination as follows:
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such
forms and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises,
operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily
injury, death, property damage, products liability, advertising injury, and liability assumed under an insured
contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant
to the laws of the State of Washington.
C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles
with a minimum combined single limit in the minimum amounts required to drive under Washington State law
per accident for bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $500,000 per claim and $1,000,000
policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether
occurring by reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall
not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall
be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's
insurance.
6.3. Additional Insured Verification. The City shall be named as additional insured on all commercial
general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide
certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and
incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all
insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance
policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three
(3) years from the date this Agreement is terminated or upon project completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement.
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 4/2023
Clry of . ■ CITY HALL
,,..� 33325 8th Avenue South
Federal e ra I Way .+ Federal Way, WA 98003-6325
(253) 835-7000
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7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of
this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the
Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will
be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling,
and providing records in case of any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts,
designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced
or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor
shall make such data, documents, and files available to the City and shall deliver all needed or contracted for
work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies
of any such work product remaining in the possession of Contractor shall be delivered to the City.
9. ROOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which
sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified
in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the
City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at
all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor,
or other governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent
contractor and that the Contractor has the ability to control and direct the performance and details of its work, the
City being interested only in the results obtained under this Agreement. The City shall be neither liable nor
obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social
security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary
precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the Services specified in this Agreement and shall utilize all protection necessary for that
purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or
damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor
shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may
provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an
employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the
Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of
Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's
failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional
services during the Term for other entities or persons; however, such performance of other services shall not
conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such
conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or
a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's
selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the
Contractor's performance.
12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment
made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by
Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 4/2023
CITY OF
.1., Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-5325
(253) 835-7000
www cityoffedew1way_ con)
representatives against any person because of sex, age (except minimum age and retirement provisions), race,
color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual
orientation including gender expression or identity, or the presence of any disability, including sensory, mental
or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and
employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff
or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil
Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR
Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-
discrimination.
13. GENERAL PROVISIONS.
13.1 Intelpretation and Modification. This Agreement, together with any attached Exhibits, contains all
of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior
statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any
Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall
prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only
and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of
this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate
any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either
Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and
compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement.
No provision of this Agreement, including this provision, may be amended, waived, or modified except by
written agreement signed by duly authorized representatives of the Parties.
13.2 Assigpment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer
or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent
of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement
shall continue in full force and effect and no further assignment shall be made without additional written
consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be
binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into
for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or
interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance
with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances,
resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made
effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation
or performance of this Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to
the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be
delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally
to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set
forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date
of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 4/2023
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
mn-v_o"ffederalway_ corm
shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to
exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver
or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and
effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive
such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's
right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in
accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or
claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be
by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County,
Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does
not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County,
Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County,
Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any
claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and
expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other
recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties'
rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor
represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with
the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce
one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled
together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature
and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this
Agreement shall be the "date of mutual execution" hereof.
14. DEBARMENT AND SUSPENSION.
14.1 Debarment and Suspension. Contractor certifies that, except as noted below, the firm,
association, or corporation or any person in a controlling capacity associated therewith or any position involving
the administration of federal funds; is not currently under suspension, debarment, voluntary exclusion, or
determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded or
determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment
pending; and has not been indicted, convicted, or had a civil judgment rendered against said person, firm,
association or corporation by a court of competent jurisdiction in any matter involving fraud or official
misconduct within the past three (3) years (Executive Orders 12549 and 12689, "Debarment and Suspension").
14.2 Subcontract ARProval Required. The Contractor shall not subcontract any portion of this Contract
without City approval. Said approval must be sought in writing by the Contractor prior to executing a
subcontract. The request for approval shall include Certification regarding Debarment and Suspension and
verification of Labor and Industries eligibility. If the City approves in writing any subcontract, this Section shall
nevertheless continue in full force and effect. Any subcontract without prior approval shall be void and not
reimbursable under this contract.
14.3 Verification of Subcontractor's Eligibility. — 24 C.F.R. § 5. The Contractor shall maintain records
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 4/2023
[!rr OF CITY HALL
�.. Fe d e ra I Way Feder l Avenue South
Federal Way, VfIA 98003-6325
(253) 835-7000
www_cil vffederalwr y.coni
documenting that the Contractor, all subcontractors, and consultants have been determined not to be currently
debarred, suspended, denied participation, or declared ineligible to participate in federal government funded
programs.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 4/2023
CITY OF
Federal Way
CITY HALL
33325 Sth Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cRyoffederalway corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
(aZoel�'
Jim F e , Mayor
DATE:
MEMBER MARKETPLACE INC.:
By: 6- -EGA
Printed Name: G
Title: O'En
DATE:'
STATE OF IOWA )
) ss.
COUNTY OF
ATTEST:
r �A A�
to i C aurtne ne, CMC, City Clerk
APPROVED AS TO FORM:
J. Ryan Call, City Attorney
ti�WAc MADISON MURRAY
z Commission Number 849424
pow# C0 ° Expires
On this day personally appeared before me C�IcjrAOA-At Ed j JSQn, to me known to be the
Cl E 0 of Member Marketplace Inc. that executed the within and foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses
and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument and
that the seal affixed, if any, is the corporate seal of said corporation.
lh
GIVEN under my hand and official seal this �,.,� day of , 20A
Notary's signature 1A IR
Notary's printed name
Notary Public in and for the State of Iowa.
My commission expires_ j , 7 62 62
PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023
CITY OF
..- Federal Way
EXHIBIT A
SERVICES
The Contractor shall do or provide the following:
Website Redevelopment and Support including:
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www_ri[yoffederalway_ corm
a. Redevelopment of the Shop Local Federal Way website into an e-commerce white -label, mobile -
friendly marketplace platform
b. Website domain re-routing and set up
c. Website will run on shoplocalfederalway.com with unique support email and phone extension
d. Website hosting, management, and on -going website maintenance
e. On -going marketplace platform updates and troubleshooting
t: Website hosting on a dedicated secure web server
g. Secure checkout and payment processing
h. Sales tax collection & remittance to the State of Washington
i. Marketplace collections, site organization, seasonal imagery changes
j. Demographic filter to shop by business demographic
k. Chamber member badge to dictate membership status
Business Support including:
a. Ability for businesses within Federal Way to be listed in the marketplace directory (name, logo, header
image, email, website, address, phone, social links)
b. Full service marketplace support for up to 250 e-commerce vendors
c. Vendor onboarding assistance, product review and approval
d. Order issue resolution for vendors and customers
e. Payment processing to individual vendor accounts through Stripe
t: Product sync with Shopify & Square web stores available
g. Initial onboarding webinar for vendors and partners (recorded for future use as well)
h. Access to live and online webinars, knowledgebase articles/videos, technical support from our team
through email or phone from 9-5 CST, M-F
i. Monthly vendor newsletters and Facebook business success group access
Partner Support including:
a. Partner resources, flyers, and templates
b. Partner dashboard with stat reports
c. Partnership manager with strategic insights and strategy sessions
d. Quarterly report metrics
Continued - Website, Business Support, & Partner Support:
a. Branding - Logo redesign, files, and branded colors for a visually appealing and recognizable marketplace.
b. Business Outreach - Targeted email campaigns to encourage and support businesses in signing up for the
marketplace and training programs.
PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023
Federal Way
CITY HALL.
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-700D
myw 61yoffederahvny com
c. Initial Consumer Promotional Campaigns - Launch and seasonal sales campaigns (1 campaign per year),
including marketing collateral and campaign management
d. Coupon Send - Encompasses first time buyer coupons, can campaign coupon spend
e. Marketing Campaigns - Social media page management and engagement and email campaigns
PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 4/2023
CITY OF
Federal Way
EXHIBIT B
COMPENSATION
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www_cr,;:(-, fLderalway_corm
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Seventy -Eight Thousand Seven Hundred Fifty and NO/100 Dollars ($78,500.00).
2. Method of Compensation:
Contractor will invoice the City at the end of March 2024 in the amount of $22,500.00 for the first payment for
year 1 costs, followed by an invoice at the end of August 2024 in the amount of $22,500.00 for the second
payment for year 1 costs. Contractor will invoice the City at the end of March 2025 in the amount of $22,500.00
for year 2 costs. The final invoice will be sent to the City at the end of March 2026 in the amount of $11,250.00
for year 3 costs.
Year 1 Cost Proposal
Website:
$28,000
+
Redevelopment of the Shop Local Federal Way website into an e-commerce white -label,
mobile -friendly marketplace platform
Just $8 per month
Website domain re-routing and set up
per e-commerce
■
Runs on shoplocalfederalway.com with unique support email and phoneextension
business, a minimal
■
Website hosting, management, and on -going website maintenance
investment for the
■
On -going marketplace platform updates and troubleshooting
return businesses
•
Website hosting on a dedicated secure web server.
can get through theadditional exposure,
•
Secure checkout and payment processing.
training, and
■
Sales tax collection & remittance to the State of Washington
support through the
•
Marketplace collections, site organization, seasonal imagery changes
city's online
+
Demographic filter to shop by business demographic
marketplace
■
Chamber member badge to dictate membership status
Business Support:
•
Ability for businesses within Federal Way to be listed in the marketplace directory (name,
logo, header image, email, website, address, phone, social links)
■
Full service marketplace support for up to 250 e-commerce vendors
•
Vendor onboarding assistance, product review and approval
•
Order issue resolution for vendors and customers
■
Payment processing to individual vendor accounts through Stripe
■
Product sync with Shopify & Square web stores available
•
Initial onboarding webinar for vendors and partners (recorded for future use aswell)
■
Access to live and online webinars, knowledgebase articles/videos, technical support from
our team through email or phone from 9-5 CST, M-F
■
Monthly vendor newsletters and Facebook business success group access
Partner
Support:
■
Partner resources, flyers, and templates
+
Partner dashboard with stat reports
■
Partnership manager with strategic insights and strategy sessions
■
Quarterly report metrics (as identified early in the project)
+ Logo redesign, files, and branded colors for a visually appealing and recognizable I $2,000
marketplace.
PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 4/2023
CITY OF
�,. �. FederaI Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. b6offeae ral way cam
• Targeted email campaigns to encourage and support businesses in signing up for the
marketplace and training programs.
$4,500
Initial Consumer Promotional Campaigns
• Launch and seasonal sales campaigns, including marketing collateral and campaign
$3,500
management.
Coupon Spend
Price
Encompasses first time buyer coupons, can campaign coupon spend
$3,000
Marketing
• Social media page management and engagement
Price
$4,000
• Email campaigns
Cost
$45,000
% a, -- - ^ 0% - - - ■
Year 3 Cost Proposal
PROFESSIONAL SERVICES AGREEMENT - 12 - Rev. 4/2023
CITY OF
Federal
CITY HALL
■ � ■�� 33325 8th Avenue South
v� Federal Way, WA 98003-6325
(253) 835-7000
www cityo6'ederalway corrr
• Includes 1 campaigns for seasonal sales, marketing collateral, and campaign management Supported by fees
Ifrom businesses
• Encompasses first time buyer coupons, can campaign coupon spend
■ Social media page management and engagement
• Email campaigns
Ad targeting and ad spend
Supported by fees
from businesses
Supported by fees
from businesses
Cost s11,25.
PROFESSIONAL SERVICES AGREEMENT - 13 - Rev. 4/2023
State Farm Insurance
11
9
PO Box 2915
Sbomirgton, IL 61702-2915
MEMBER MARKETPLACE INC
1580 WINDING CREEK DR
MARION IA 52302-6183
Renewal Declarations
Aw5tateFarm
State Farm Fire and Casualty Company
A stock company with home offices in Bloomington, Illinois
Your State Farm Agent
Heath Kilpatrick ChFCe CASLe CLU°
Heath Kilpatrick Ins Agcy Inc
5200 Fountains Dr NE Ste 108
Cedar Rapids IA 52411
Bus: 319-743-3131
Email: heath. kilpatrick.quhw@statefann.com
Policy number: 95-AJ-D179-5 Effective date: September 6, 2023
Policy period: 12 months Expiration date: September 6, 2024
The policy period begins and ends at 12.*01 ern standard time at the premises location.
OFFICE POLICY
Automatic renewal - If the State Farm® policy period is shown as 12 months, this policy will be renewed automatically subject to the
premiums, rules and forms in effect for each succeeding policy period, If this policy is terminated, we will give you and the
MortgageeA-ienholderwritten notice in compliance with the policy provisions or as required by law.
NAMEDINSURED
MEMBER MARKETPLACE INC
ENTITY
Corporation
IMPORTANT MESSAGE(S)
Notice - Information concerning changes in your policy language is included. Please call your agent if you have any questions.
POLICY PREMIUM
This is not a bill. If an amount is due, then a separate statement will be sent prior to the due date. The premium(s) shown below is the 12 months
premium(s) for the characteristics of the policy as described in this Declarations.
Premium: $325.00
Total Premium: $325.00
Minimum Premium
Discounts applied:
Business Experience Rating Renewal Discount
Years in Business Business in Residence Premises
Policy number 95AJ-D179.5
Prepared June 29, 2023 ® Copyright, State Farm Mutual Automobile Insurance Company, 20M
CMP Doc IA
CMP4000
Page 1 of 5
1009178 2011 152395 211 06-21-2021
SECTION I - PROPERTY SCHEDULE
Location Location of described premises Limit of Insurance"
number Coverage A -
Bulldings
StateFarm
Limit of Insurance* Seasonal Increase -
Coverage B - Business Business Personal Property
Personal Property
001 1680 WINDING CREEK DR No Coverage $1,500 25%
MARION IA 52302.6183
As of the effective date of this policy, the Limit of Insurance as shown includes any increase in the limit due to Inflation Coverage.
SECTION I — INFLATION COVERAGE INDEX(ES)
Cov A - Inflation Coverage Index: WA
Cov B - Consumer Price Index: 303.4
SECTION I — DEDUCTIBLES
BASIC DEDUCTIBLE $500
SPECIAL DEDUCTIBLES:
Employee Dishonesty: $250
Equipment Breakdown: $500
Money and Securities: $250
Other deductibles may apply - refer to policy.
SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - EACH DESCRIBED PREMISES
The coverages and corresponding limits shown below apply separately to each described premises shown In these Declarations,
unless indicated by 'See schedule'. If a coverage does not have a corresponding limit shown below, but has'Includei? indicated, refer
to that policy provision for' an explanation of that coverage.
Coverage Limit of Insurance
Accounts Receivable
On Premises
$50,000
Off Premises
$15,000
Arson Reward
$5,00D
Back-up of Sewer or Drain
$15.000
Collapse
Included
Damage to Non -owned Buildings from Theft, Burglary or Robbery
Coverage B Limit
Debris Removal
25% of covered loss
Equipment Breakdown
Included
Fire Department Service Charge
$5,000
Fire Extinguisher Systems Recharge Expense
$5,000
Forgery or Alteration
$10,000
Glass Expenses
Included
Increased Cost of Construction and Demolition Costs (applies only when buildings are insured on a
replacement cost basis)
10%
Policy number. 95-AJ-01795 — — — — — — — Page 2 of 5
Prepared June 29, 2023 ® Copyright, State Farm Mutual Automobile Insurance Company, 2DO8
CMP-4000
LE
Coverage
StateFarm,
Limit of Insurance
M.
RM
Money Orders and Counterfeit Money
$1,000
Money and Securities
On Premises
$10,000
N
Off Premises
$5,000
y 8
NevA Acquired Business Personal P (applies only if this policy provides Covers B - Business $100,000
Y � ��Y (PP Y � Po Y Pr 9e
Personal Property)
Newly Acquired or Constructed Buildings (applies only if this policy provides Coverage A - Buildings)
$250,000
Ordinance or Law - Equipment Coverage
Included
Outdoor Property
$5,000
Personal Effects (applies only to those premises provided Coverage B - Business Personal Property)
$5,000
Personal Property Off Premises
$15,000
Pollutant Clean Up and Removal
$10,000
Preservation of Property
30 days
Property of Others (applies only to those premises provided Coverage B - Business Personal
Property)
$2,500
Signs
$2.500
Unauthorized Business Card Use
$5.000
Valuable Papers and Records
On Premises
$50,000
Off Premises
$15,000
Water Damage, Other Liquids, Powder or Molten Material Damage
Included
SECTION I — EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - PER POLICY
The coverages and corresponding limits shown below are the most we will pay regardless of the number of described premises shown
in these Declarations.
Coverage Limit of Insurance
Dependent Property - Loss of Income
$5,000
Employee Dishonesty
$10,000
Loss of Income and Extra Expense
12 Months Actual Loss Sustained
Utility Interruption - Loss of Income
$10.000
Policy number. 95-AJ-D179-5 Page 3 of 5
Prepared. June 29. 2023 ® Copyright, State Farm Mutual Automobile Insurance Company, 2008
CMP-4000
State Farm,,
SECTION II - LOCATION SCHEDULE
Location Location of described premises
number
001 1680 WINDING CREEK OR
MARION IA 52302-6183
SECTION II - LIABILITY
Coverage Limit of Insurance
Coverage L - Business Liability Per Occurrence $1,000,000
Coverage M - Medical Expenses $5,000 Any One Person
Damage to Premises Rented to You $300,000
Aggregate Limits Limit of Insurance
General Aggregate $2,000,000
Products/Completed Operations Aggregate $2,000,000
Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section 11—
Liability in the Coverage Form and any attached endorsements.
Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that
apply, including those shown below as well as those issued subsequent to the issuance of this policy.
FORMS AND ENDORSEMENTS
CMP4100
Businessowners Coverage Form
• CMP4215.2
Amendatory Endorsement (Iowa)
• CMP-4536
Additional Insured - Owners, Lessees or Contractors (Scheduled)
• CMP4%1.4
Policy Endorsement
• CMP-4703.1
Utility Interruption - Loss of Income
• CMP-4704.1
Dependent Property - Loss of Income
• CMP-4705.2
Loss of Income and E)dra Expense
CMP4706
Back-up of Sewer or Drain
CMP4709
Money and Securities
CMP-4710
Employee Dishonesty
• CMP4785.1
Additional Insured - Owners, Lessees or Contractors (Blanket)
CMP-4787
Waiver of Transfer of Rights of Recovery Against Others To Us
CMP-4819.1
Unauthorized Business Card Use
FD-6W7
Inland Marine Attaching Declarations
FE-3650
Actual Cash Value Endorsement
• FE-6999.3
Policyholder Disclosure Notice of Terrorism Insurance Coverage
Wow Form Attached
SCHEDULE OF ADDITIONAL INTEREST(S)
Interest type: Owners, Lessees, or Contractors (Schedul
Endorsement number: CMP-4536
Loan number. N/A
STATE OF IOWA
1007 E Grand Ave
Des Moines IA 50319-1001
Policy number: 95-AJ-D 179-5
Prepared: June 29, 2023 ® Copyright, State Farm Mutual Automobile Insurance Company, 2008
Page 4 of 5
CMP-0000
0
StateFarm,
This policy is issued by the State Farm Fire and Casualty Company.
v PARTICIPATING POLICY
You are entitled to participate in a distribution of the earnings of the company as determined by our Board of Directors in accordance
with the Company's Articles of Incorporation, as amended.
h § In Witness Whereof, the State Farm Fire and Casualty Company has caused this policy to be signed by its President and Secretary at
N g Bloomington, Illinois.
President
OTHER MESSAGE(S)
NOTICE TO POLICYHOLDER:
Secretary
For a comprehensive description of coverage and forms, please refer to your policy.
Policy changes requested before the 'Date Prepared', which appear on this notice, are effective on the Renewal Date of this policy
unless otherwise indicated by a separate endorsement, binder, or amended declarations. Any coverage forms attached to this notice
are also effective on the Renewal Date of this policy.
Policy changes requested after the 'Date Prepared' will be sent to you as an amended declarations or as an endorsement to your
policy. Billing for any additional premium for such changes will be mailed at a later date.
If, during the past year, you've acquired any valuable property items, made any improvements to insured property, or have any
questions about your insurance coverage, contact your State Farm agent.
Please keep this with your policy.
Your coverage amount....
It is up to you to choose the coverage and limits that meet your needs. We recommend that you purchase a coverage limit equal to
the estimated replacement cost of your structure. Replacement cost estimates are available from building contractors and
replacement cost appraisers, or, your agent can provide an estimate from Xactware, Inc. using information you provide about your
structure. State Farm does not guarantee that any estimate will be the -actual future cost to rebuild your structure. Higher limits are
available at higher premiums. Lower limits are also available, as long as the amount of coverage meets our underwriting
requirements. We encourage you to periodically review your coverages and limits with your agent and to notify us of any changes or
additions to your structure,
Policy number. 95-AJ-D1795
Prepared June 29,2023
0 Copyright, State Farm Mutual Automobile Insurance Company, 2008 Page 5 of 5
CMP4000
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State Farm
Specialty Products
August 28, 2023
Heath M Kilpatrick
HEATH KILPATRICK STATE FARM AGENCY
5200 Fountains Dr NE Ste 108
Cedar Rapids, IA 52411-6612
RE: MEMBER MARKETPLACE, INC
Coverage: Technology Services Errors & Omissions Professional Liability Insurance
Client No.: 300830
Submission No.: 513089
Dear Heath:
Thank you for your order for coverage on the captioned account. Enclosed is the original policy to be forwarded to
the insured. Please review the policy carefully and let us know if you have any questions or comments.
Again, thank you for the order on this account and we look forward to further assisting you in serving your client.
Sincerely,
Steve Hawkins
Underwriter
222 South Riverside Plaza, Suite 2400, Chicago, IL 60606 Tel: 866-737-6877 Fax: 847-572-6262
StateFarm
A
State Farm
Specialty Products
Dear Policyholder:
Thank you for purchasing the attached policy from State Farm.
Please review the policy and the attached application to ensure that they are accurate and
complete. The application must be signed and dated by a principal, partner, officer or
director of the firm.
If there are any errors or omissions in either the policy or the application, please contact
your State Farm agent immediately.
State Farm Specialty Products
StateFarm
TECHNOLOGY SERVICES
ERRORS AND OMISSIONS
LIABILITY INSURANCE POLICY
YOUR POLICY INCLUDES THIS FRONT PAGE AND THE FOLLOWING PARTS.
PART 1. Declarations Page
PART 2. Notices
PART 3. Quick Reference to Policy Provisions
PART 4. Introduction
PART 5. Insuring Agreements and Exclusions
PART 6. Definitions Used in This Policy
PART 7. General Conditions
PART 8. Endorsements
PART 9. A Copy of Your Signed Application or Renewal Application
ALL OF THESE PARTS MUST BE INCLUDED TO MAKE A COMPLETE POLICY.
PSTK5000 (08/02)
Page 1 of 23
StateFarm
AP
State Farm Fire and Casualty Company
A Stock Company with Home Offices in Bloomington, Illinois
Herein called the Insurer
TECHNOLOGY SERVICES ERRORS AND OMISSIONS
LIABILITY INSURANCE POLICY
Policy No: PS0000006622203
Renewal of Policy No: PS0000006622202
PART 1. DECLARATIONS PAGE
THIS IS A CLAIMS MADE POLICY. DEFENSE COSTS ARE INCLUDED IN THE LIMIT OF LIABILITY. PLEASE
READ THE ENTIRE POLICY CAREFULLY.
THIS DECLARATIONS PAGE, ALONG WITH YOUR SIGNED APPLICATION OR RENEWAL APPLICATION
AND ALL FORMS AND ENDORSEMENTS LISTED IN ITEM 7. BELOW COMPLETE THE POLICY.
IN RETURN FOR THE PAYMENT OF THE PREMIUM, WE AGREE WITH YOU TO PROVIDE INSURANCE
UNDER THE PROVISIONS OF THIS POLICY.
Item 1. Named Insured: MEMBER MARKETPLACE, INC
Address: 1680 Winding Creek Drive
Marion, IA 52302
Item 2. Policy Period:
Effective Date: September 14, 2023 Expiration Date: September 14, 2024
(12:01 A.M. Standard Time at the Address stated in Item 1.)
Item 3. Retroactive Date: September 14, 2020 IF NO DATE IS STATED HERE, COVERAGE DOES
NOT APPLY TO WRONGFUL ACTS COMMITTED PRIOR TO THE EFFECTIVE DATE STATED IN
ITEM 2. ABOVE.
PSTK5000 (08/02) Page 2 of 23
PART 1. DECLARATIONS PAGE (Continued)
Named Insured: MEMBER MARKETPLACE, INC
Policy No: PS0000006622203
Item 4. Limit of Liability: a. $500,000 Each Wrongful Act
b. $1,000,000 Total Limit of Liability
Item 5. Retention: $5,000 Each Wrongful Act
Item 6. Premium: $2,008.00
Item 7. Form(s) and Endorsement(s) made part of this Policy at the time of issuance:
j PSTK5000(08/02) j Technology Services Errors and Omissions Liability Insurance Policy
PS1030(01/01) Changes Endorsement
PS1044 (02/21) U.S. Treasury Department's Office Of Foreign Assets Control ("OFAC")
7
Advisory Notice To Policyholders
PS1045 (02/21) Trade Or Economic Sanctions
PSTK50091A(01/03) Iowa Amendatory Endorsement
PSTK5012(12/17) Data Breach Endorsement
Item 8. Notices to the Insurer - All notices to the Insurer pertaining to this Policy must be sent to:
Date of Issue: August 28, 2023
State Farm Specialty Products
222 South Riverside Plaza, Suite 2400
Chicago, IL 60606
Authorized Representa
PSTK5000 (08/02) Page 3 of 23
PART 2. NOTICES
A. Claims Made Policy:
This insurance coverage is on a claims made basis. Coverage applies only to those
Claims that are first made during the Policy Period and any Extended Reporting Period
as those terms are described in the Policy. Coverage does not apply to any Wrongful
Acts committed before the Retroactive Date stated on the Declarations Page.
B. Defense Costs Within the Limit:
This insurance coverage contains a provision that reduces the Limit of Liability stated in
the Policy by the amount of Defense Costs.
C. Awareness:
Various provisions in this Policy restrict coverage. Read the entire Policy carefully to
determine Your rights and duties, and what is and is not covered. We will not pay sums
or perform acts or services unless explicitly provided for in this Policy.
PSTK5000 (08/02) Page 4 of 23
PART 3. QUICK REFERENCE TO POLICY PROVISIONS
The following is a quick reference indexing of Your Policy's provisions, listed in sequential
order. The descriptions in the quick reference are not binding. The quick reference should only
be used to help You locate the actual Policy provisions.
Page
PART 1. DECLARATIONS PAGE............................................................................................2-3
PART 2. NOTICES
A. Claims Made Policy..........................................................................................4
B. Defense Costs Within the Limit........................................................................4
C. Awareness........................................................................................................4
PART 3. THIS SECTION - QUICK REFERENCE TO POLICY PROVISIONS.........................5-6
PART4. INTRODUCTION..........................................................................................................7
PART 5, INSURING AGREEMENTS AND EXCLUSIONS
A.
What We Insure................................................................................................8
B.
Defense and Settlement....................................................................................8
C.
What We Do Not Insure - Exclusions...........................................................9-11
D.
Where and When We Insure ................................. .....................................
11-14
1. Where We Insure................................................................................11
2. When We Insure .................................................... .........................
11-14
a. Claims First Made...................................................................11
b. Prior Wrongfu l Acts. . .........................................................
11-12
G. Reported Wrongful Acts.........................................................12
d. Extended Reporting Period ..... ................................ ............
13-14
e. Multiple Claims........................................................................14
E.
Limit of Liability, Retention and Reimbursement ............... ..........................
14-15
1. Limit of Liability....................................................................................14
a. Each Wrongful Act.................................................................14
b. Total Limit of Liability...............................................................15
2. Retention.............................................................................................15
3. Reimbursement...................................................................................15
PART 6. DEFINITIONS USED IN THIS POLICY
A. Application or Renewal Application............................................................15
B. Bodily Injury..................................................................................................15
C. Claim..............................................................................................................15
D. Damages........................................................................................................16
E. Defense Costs...............................................................................................16
F. Named Insured..............................................................................................16
G. Policy Period................................................................................................17
H. Property Damage..........................................................................................17
I. Retroactive Date............................................................................................17
J. Technology Services....................................................................................17
K. Wrongful Act............................................................................................17-18
PSTK5000 (08/02) Page 5 of 23
PART 7. GENERAL CONDITIONS
A. Special Rights and Duties of the First Named Insured...................................18
B. What to Do if You have a Claim or Suit.....................................................18-19
C. Legal Action Against Us..................................................................................19
D. Bankruptcy......................................................................................................19
E. Other Insurance..............................................................................................19
F. Transfer of Rights of Recovery Against Others to Us......................................19
G. Changes in Policy Provisions; Changes in Your Operations. .......................... 20
H. Transfer of Your Rights and Duties Under the Policy ...................................... 20
I. Cancellation.....................................................................................•..............20
J. Nonrenewal.....................................................................................................20
K. Representations.........................................................................................20-21
PART8. ENDORSEMENTS................................................................................................... 22
PART 9. A COPY OF YOUR SIGNED APPLICATION OR RENEWAL APPLICATION 23
PSTK5000 (08/02) Page 6 of 23
PART 4. INTRODUCTION
The words We, Us and Our refer to the Insurer named on the Declarations Page.
The words You and Your refer individually and collectively to:
1. The Named Insured as defined in Part 6.F.;
2. The Named Insured's stockholders for their liability as stockholders;
3. The Named Insured's partners, officers, directors and employees, but only for
Wrongful Acts within the scope of their duties in such capacity for the Named Insured;
4. Former partners, officers, directors and employees of the Named Insured, but only for
Wrongful Acts both:
a. Within the scope of their duties in such capacity for the Named Insured; and
b. Made while they were the Named Insured's partner, officer, director or
employee; and
5. In the event of death, incompetency, insolvency or bankruptcy of any of You, Your legal
representative but only for Wrongful Acts within the scope of their duties for the Named
Insured.
Other words or phrases that are bold-faced have special meaning. Refer to Part 6.
PSTK5000 (08/02) Page 7 of 23
PART 5. INSURING AGREEMENTS AND EXCLUSIONS
A. What We Insure
We will pay on Your behalf those sums in excess of the Retention and up to the
applicable Limit of Liability stated in Item 4. of the Declarations Page that You become
legally obligated to pay as Damages or Defense Costs because of Claims as a result
of a Wrongful Act in performing Technology Services. Depending on where a Claim is
first brought, We will have the right and duty to appoint an attorney, investigate and
defend any Claim to which this insurance applies, even if the allegations are groundless,
false or fraudulent, or We will reimburse You for the reasonable cost of investigation and
defense of any such Claim, as provided in Part 5.13. below.
B. Defense and Settlement
For Claims first brought inside the United States of America (including its
territories or possessions), Puerto Rico or Canada, We will have the right and
duty to appoint an attorney, investigate and defend any Claim to which this
insurance applies. Our right and duty to defend and pay on Your behalf ends
when We have used up the applicable Limit of Liability in payment of Damages
or Defense Costs.
2. For Claims first brought outside the United States of America (including its
territories or possessions), Puerto Rico or Canada, We will have the right but not
the duty to appoint an attorney, investigate and defend any Claim to which this
insurance applies. If We elect not to appoint an attorney, investigate or defend a
Claim to which this insurance applies, the First Named Insured will arrange for
the investigation and defense of such Claim as is reasonably necessary. We will
reimburse You for the reasonable cost of investigation and defense exceeding
the Retention, all subject to and within the applicable Limit of Liability stated in
the Declarations Page. Reimbursement shall be made in United States dollars at
the rate of exchange prevailing on the date You made the expenditure.
3. You will not settle any Claim without Our prior written consent. If the First
Named Insured notifies Us in writing in advance that the First Named Insured
disagrees about the final disposition of any Claim, the following conditions will
apply:
a. If the First Named Insured is willing to accept a settlement offered by a
claimant and We are not, or if the First Named Insured is unwilling to
appeal a judgment of a trial court, We have the right to continue defense
of the Claim and not settle or appeal such judgment provided We bear all
costs and expenses, including incidental interest of such continued
litigation. An increase in the judgment amount or Defense Costs in such
instance will not be applied against Your Limit of Liability; or
b. If We are satisfied with the judgment of the trial court, or with any
settlement offered, but the First Named Insured is not, We may pay to
the First Named Insured the difference between the amount of the
settlement or judgment and the remaining Retention, if any, and We will
then be relieved from further obligation for Damages, Defense Costs or
defense concerning the Claim.
PSTK5000 (08/02) Page 8 of 23
C. What We Do Not Insure — Exclusions
We are not obligated to pay Damages or Defense Costs or defend Claims for,
arising directly or indirectly out of, or alleging:
a. Bodily Injury or Property Damage;
b. Infringement of:
(1) Copyright;
(2) Trademark, trade dress, trade name, service mark, service name,
title or slogan; or
(3) Patent;
C. Malfunction or defect of any hardware, equipment, device or component.
This exclusion does not apply when the malfunction or defect is the result
of Your Wrongful Act;
d. Unfair competition, restraint of trade or any other violation of antitrust laws;
e. Harassment, misconduct or discrimination because of or relating to:
(1) Race, creed, color or age;
(2) Sex, gender, sexual preference, marital status, military service,
national origin or religion;
(3) Handicap, disability or health condition;
Or any other similar conduct prohibited by federal, state or local laws;
Unauthorized access to, use of, tampering with or introduction of
malicious code into data or systems by any of You or person who would
qualify as You but for their acts being outside the scope of their duties as
a partner, officer, director or employee of the Named Insured;
g. Gain, profit or advantage to which any of You are not legally entitled;
h. Assumption of liability by any of You under any contract or agreement.
This exclusion does not apply to liability You would have incurred in the
absence of such contract or agreement;
Any delay in the performance of any services, contracts or agreements.
This exclusion does not apply when the delay is the result of Your
Wrongful Act;
Any cost guarantees or estimates being exceeded or any cost overruns;
k. The withdrawal or recall of any of Your products or services from the
market or from use by others. This exclusion does not apply to costs or
expenses incurred by Your customer to withdraw or recall Your
customer's product or services from the market or from use by others if
the withdrawal or recall is the result of Your Wrongful Act;
PSTK5000 (08/02) Page 9 of 23
Acts by any of You related to any pension, healthcare, welfare, profit
sharing, mutual or investment plans, funds or trusts; or any violation of
any provisions of the Employee Retirement Income Security Act of 1974,
or any amendment, regulation, ruling or order issued pursuant to the Act
or any similar provisions of any federal, state or local law;
M. Violation of:
(1) The Security Act of 1933 as amended;
(2) The Securities Exchange Act of 1934 as amended;
(3) Any state blue sky or securities law;
(4) Any similar state or federal law; or
(5) Any order, ruling or regulation issued pursuant to the above laws;
n. Insolvency or bankruptcy of:
(1) Any of You; or
(2) Any enterprise in which any of You own an interest;
o. The actual or threatened discharge, dispersal or release of any Pollutant; or
the creation of an injurious condition involving any Pollutant; or the
existence of any Pollutant on any property; or the cleanup, removal, testing,
monitoring, containment, treatment, detoxification or neutralization of any
Pollutant. This exclusion is effective whether or not the pollution was
sudden, accidental, gradual, intended, expected or preventable or whether or
not any of You caused or contributed to the pollution;
"Pollutant" means any solid, liquid, gaseous or thermal irritant or
contaminant, including, but not limited to:
(1) Smoke, vapor, soot, fumes, acids, alkalis, chemicals, lead, mold
or asbestos;
(2) Hazardous, toxic or radioactive matter or nuclear radiation;
(3) Waste, which includes material to be recycled, reconditioned or
reclaimed; or
(4) Any other pollutant as defined by applicable federal, state or local
statutes, regulations, rulings or ordinances.
2. We are not obligated to pay Damages or Defense Costs or defend Claims made by:
a. Any enterprise:
(1) In which any of You, individually or collectively, own an interest
greater than 10% of the total ownership;
(2) In which any of You is a partner; or
(3) Which is a parent, affiliate or subsidiary company of any of You;
PSTK5000 (08/02) Page 10 of 23
Q
Any enterprise directly or indirectly controlled, operated or managed by
an enterprise described in Part 5.C.2.a. above;
C. Any of You;
d. Any present, former or prospective employees, officers or directors of any
of You when the Claim is in any way related to the present, former or
prospective employment relations between the claimant and any of You; or
e. Any regulatory authority or any international, national, state or local
governmental agency, including any related administrative actions,
decisions, orders, rulings or proceedings. However, this exclusion will not
apply when the Claim is brought in their capacity as a client as a result of
Technology Services performed by You on their behalf.
3. We are not obligated to pay Damages or Defense Costs or defend Claims for:
a. The breach of express warranties, guarantees or contracts; or
An act or omission that a jury, court or arbitrator finds dishonest,
fraudulent, criminal, malicious or was intentionally committed while
knowing it was wrongful.
This Exclusion 3.b. does not apply to Defense Costs We incur prior to
the final adjudication by the jury, court or arbitrator. However, upon that
adjudication We will have the right to seek recovery of the Defense
Costs incurred from the party(ies) found to have committed the acts or
omissions described above.
Where and When We Insure
Where We Insure
The territory of this insurance is universal. If Damages or Defense Costs are
paid in a currency other than United States of America dollars, then the payment
under this Policy will be considered to have been made in United States of
America dollars at the conversion rate which was used for the payment.
2. When We Insure
a. Claims First Made
This insurance applies when a written Claim is first made against any of
You during the Policy Period. To be covered, the Claim must also arise
from a Wrongful Act committed during the Policy Period.
We will consider a Claim to be first made against You when a written
Claim is first received by any of You.
This insurance also applies to Claims under the following conditions:
b. Prior Wrongful Acts
We will cover a written Claim first made against any of You arising from a
Wrongful Act committed between the Retroactive Date and the Effective
Date of this Policy, but only if all of the following conditions are met:
PSTK5000 (08/02) Page 11 of 23
(1) The written Claim is first made against any of You during the
Policy Period. We will consider a Claim to be first made against
You when a written Claim is received by any of You;
(2) None of You knew, prior to the Effective Date of the first of one or
more technology services errors and omissions policies issued to
You by State Farm Mutual Automobile Insurance Company or its
affiliates which together provided continuous coverage until the
Effective Date of this Policy, of a circumstance that could
reasonably be expected to lead to the Claim; and
(3) There is no other valid and collectible errors and omissions
insurance for the Claim.
C. Reported Wrongful Acts
We will cover a written Claim first made against any of You after the end
of the Policy Period, but only if all of the following conditions are met:
(1) The Wrongful Act is committed between the Retroactive Date
and the end of the Policy Period;
(2) We receive written notice from You during the Policy Period of
the Wrongful Act. The notice must include all of the following
information:
(a) The names of those persons or organizations involved in
the Wrongful Act;
(b) The specific person or organization likely to make the Claim;
(c) A description of the time, place and nature of the Wrongful
Act; and
(d) A description of the potential Damages;
(3) None of You knew, prior to the Effective Date of the first of one or
more technology services errors and omissions policies issued to
You by State Farm Mutual Automobile Insurance Company or its
affiliates which together provided continuous coverage until the
Effective Date of this Policy, of a circumstance that could
reasonably be expected to lead to the Claim; and
(4) There is no other valid and collectible errors and omissions
insurance for the Claim.
A Claim first made after the end of the Policy Period and arising from a
reported Wrongful Act will be covered under the provisions of the Policy
in effect on the date We receive the notice of the Wrongful Act.
PSTK5000 (08/02) Page 12 of 23
Extended Reporting Period
This section describes the provisions and conditions that apply to Claims
first made after the end of the Policy Period when You have not reported
a Wrongful Act during the Policy Period in accordance with Part
5.D.2.c. above. Such Claims are not automatically covered. To cover
them, the First Named Insured must purchase an Extended Reporting
Period from Us.
If the First Named Insured purchases an Extended Reporting Period, We
will cover a Claim first made against any of You during the Extended
Reporting Period, but only if all of the following conditions are met:
(1) The Wrongful Act is committed between the Retroactive Date
and the end of the Policy Period;
(2) None of You knew, prior to the Effective Date of the first of one or
more technology services errors and omissions policies issued to
You by State Farm Mutual Automobile Insurance Company or its
affiliates which together provided continuous coverage until the
Effective Date of this Policy, of a circumstance that could
reasonably be expected to lead to the Claim; and
(3) There is no other valid and collectible errors and omissions
insurance for the Claim.
We will consider a Claim to be made during the Extended Reporting
Period only if written Claim is first received by any of You after the
Expiration Date of the Policy Period and prior to the Expiration Date
stated in the Extended Reporting Period Endorsement.
The following provisions and conditions also apply to the Extended
Reporting Period:
(4) If You or We cancel or nonrenew the Policy, and upon request by
the First Named Insured, We will sell one of the Extended
Reporting Period options listed below, unless We cancel or
nonrenew the Policy because:
(a) Any of You failed to pay the premium or Retention; or
(b) Any of You failed to comply with the Policy provisions.
Extended Reporting Period options and the respective percentage
of the Premium, as stated in Item 6. of the Declarations Page,
You must pay to purchase the Extended Reporting Period are:
One Year = 50%
Two Years = 90%
Three Years = 125%
Changes or proposed changes in premium or policy provisions
shall not be construed as cancellation or nonrenewal of the Policy
by Us.
PSTK5000 (08/02) Page 13 of 23
(5) We must receive the First Named Insured's request for the
Extended Reporting Period in writing within thirty (30) days after
the end of the Policy Period. On receipt and acceptance of the
request, We will issue an endorsement showing the Extended
Reporting Period in accordance with the option requested by the
First Named Insured. At the same time, We will bill the additional
premium, and We must receive payment within thirty (30) days
after the billing date for the endorsement to be effective.
(6) The endorsement shall also include the provisions and conditions
applicable to the Extended Reporting Period. Once in effect, the
Extended Reporting Period may not be cancelled.
(7) A Claim that is first made during the Extended Reporting Period
will be deemed to have been made on the last day of the Policy
Period. The provisions of the Policy in effect on the last day of
the Policy Period will apply.
(8) The Extended Reporting Period does not reinstate or increase the
Limit of Liability.
(9) The Extended Reporting Period does not extend the Policy
Period or change the scope of coverage provided.
e. Multiple Claims
All Claims arising from the same Wrongful Act will be deemed to have
been made on the earlier of the following times:
(1) The date the first of those Claims is made against any of You; or
(2) The first date We receive Your written notice of the Wrongful Act.
The provisions of the Policy in effect on that date will apply.
E. Limit of Liability, Retention and Reimbursement
Limit of Liability
a. Each Wrongful Act
The Each Wrongful Act Limit of Liability stated in Item 4.a. of the
Declarations Page is the most We will pay for Damages and Defense
Costs combined for the total of all Claims made during the Policy
Period and any Extended Reporting Period arising from one Wrongful
Act, no matter how many:
(1) Of You this Policy covers;
(2) Claims are made; or
(3) Persons or organizations make Claims.
PSTK5000 (08/02) Page 14 of 23
Total Limit of Liability
The Total Limit of Liability stated in Item 4.b. of the Declarations Page is
the most We will pay for Damages and Defense Costs combined for the
total of all Claims made during the Policy Period and any Extended
Reporting Period, no matter how many:
(1) Of You this Policy covers;
(2) Claims are made;
(3) Persons or organizations make Claims; or
(4) Wrongful Acts are committed.
2. Retention
A separate Retention applies to each Wrongful Act. The Retention applies to
Damages and Defense Costs combined, and Our obligation to pay Damages
and Defense Costs applies only to the amount of Damages and Defense Costs
in excess of the Retention. The Limit of Liability will not be reduced by the
application of the Retention. The amount of Your Retention is stated in Item 5.
of the Declarations Page.
3. Reimbursement
If, at Our option, We have paid any amounts for Damages or Defense Costs in
excess of the applicable Limit of Liability or if We have paid part or all of any
Retention, the Named Insured shall be liable to reimburse such amounts to Us
upon demand.
PART 6. DEFINITIONS USED IN THIS POLICY
A. "Application or Renewal Application" means all the following:
The Named Insured's signed Technology Services Errors and Omissions
Liability Insurance Policy Application;
2. The Named Insured's signed Technology Services Errors and Omissions
Liability Insurance Renewal Application, if this is a renewal of a policy issued by
Us; and
3. All attachments to the Application or Renewal Application and any other
information furnished to Us for the purpose of applying for the insurance. All
such attachments and information will be kept on file by Us and deemed
attached to and a part of the Policy as if physically attached to it.
B. "Bodily Injury" means physical injury, sickness or disease sustained by a person,
including death resulting from any of these at any time. Bodily Injury also means
disability, emotional distress, mental anguish, mental injury, shock or fright resulting in or
from Bodily Injury.
C. "Claim" means a demand or assertion of a legal right seeking Damages made against
any of You.
PSTK5000 (08/02) Page 15 of 23
D. "Damages" means money judgment, award or settlement, except those for which
insurance is prohibited by law. Damages does not include:
fines or penalties;
2. royalties, fees, refunds, deposits, commissions or charges for goods or services;
3. loss or disgorgement of profits by any of You; or
4. costs of correcting, performing or reperforming Technology Services by You or
another party when You had the capability to correct, perform, or reperform the
service that generated the cost.
E. "Defense Costs" means expenses incurred by Us or by You with Our consent in the
investigation, adjustment, negotiation, arbitration, mediation and defense of covered
Claims, whether paid by Us or You with Our consent. Defense Costs include:
1. Expenses We incur, other than salary or adjustment expenses of Our regular
employees or officials or fees and expenses of independent adjusters;
2. Reasonable and necessary attorneys fees;
3. Costs taxed against You in any suit defended by Us and to which this insurance
applies;
4. Pre -judgment interest and the interest on the full amount of any judgment that
accrues after entry of the judgment and before We have paid, offered to pay or
deposited in court the part of the judgment that is within the applicable Limit of
Liability;
5. The cost of appeal bonds or bonds to release attachments, but only for bond
amounts within the applicable Limit of Liability. We do not have to furnish these
bonds; and
6. Reasonable expenses incurred by You at Our request other than:
a. Loss of earnings; and
b. Salaries or other compensation paid to any of You.
F. "Named Insured" means:
The person or entity listed in Item 1. of the Declarations Page; and
2. Any entity which is created or acquired during the Policy Period and which is
wholly -owned by another Named Insured. This provision applies only:
a. To Technology Services performed on or after the date of creation or
acquisition of the new Named Insured;
b. If You advise Us within sixty (60) days of the creation or acquisition and
provide reasonable information for Us to evaluate for material changes in
conditions which may affect insurance afforded by the Policy; and
C. If You agree to pay any additional premium We believe is reasonable and
necessary as a result of the material changes.
The First Named Insured is the Named Insured first listed on the Declarations Page.
PSTK5000 (08/02) Page 16 of 23
G. "Policy Period" means the period of time stated in Item 2. of the Declarations Page, or
any shorter period resulting from Policy cancellation.
H. "Property Damage" means physical injury to tangible property and any resulting loss or
corruption of data or information, including all resulting loss of use of that property, data
or information. Property Damage does not mean the loss, corruption or destruction of
data or information when the tangible property on which the data or information resides
or resided is not physically injured.
I. "Retroactive Date" means the date, if any, stated in Item 3. of the Declarations Page.
J. "Technology Services" means the following work performed for others:
1. The development, programming, integration, implementation, installation,
maintenance and repair of software, code, hardware, equipment, devices and
components;
2. Management, administration, hosting or operation of another party's systems
(outsourcing services);
3. Systems facility management;
4. Systems consulting including software, hardware, equipment, device and
component analysis and recommendations;
5. The distribution, licensing, sales, marketing, training and customer support in the
use of software and hardware including freeware, shareware, firmware,
equipment, devices and components; or
6. Data processing, management, storage and warehousing-
K. "Wrongful Act" means the following conduct or alleged conduct by You or any person
or organization for whom You are legally liable:
1. A negligent act, error or omission;
2. Failure to prevent a party other than any of You from: unauthorized access to,
use of, tampering with or introduction of malicious code into data, programs or
systems;
3. Oral or written publication of material that slanders or libels a person or
organization or disparages a person's or organization's goods, products or
services;
4. Oral or written publication of material that violates a person's right to privacy;
5. False arrest, detention or imprisonment;
6. Wrongful entry or eviction, trespass, eavesdropping or other invasion of the
right of private occupancy;
7. Malicious prosecution; or
PSTK5000 (08/02) Page 17 of 23
8. Unintentional breach of warranties or representations made by You regarding the
fitness, quality, durability and standards of Your performance of Technology
Services.
All Wrongful Acts that:
1. Take place between the Retroactive Date and the end of the Policy Period of
the last policy We issue to You, and
2. Are logically or causally connected by common facts, circumstances, situations,
transactions, events and/or decisions
will be treated under this Policy as one Wrongful Act.
PART 7. GENERAL CONDITIONS — These conditions apply to the entire Policy.
A. Special Rights and Duties of the First Named Insured
The First Named Insured is responsible for the payment of all premiums and
Retentions. The First Named Insured has exclusive authority to act on behalf of all of
You with respect to matters relating to this Policy, including:
1. Giving and receiving notice of cancellation and nonrenewal;
2. Receiving refunds;
3. Agreeing to any changes to this Policy;
4. Arranging for the investigation and defense of Claims, as necessary;
5. Notifying Us about any disagreement as to the final disposition of any Claim; and
6. Purchasing an Extended Reporting Period.
B. What to Do if You Have a Claim or Suit
1. If there is a Claim or a circumstance likely to result in a Claim, You must do the
following:
a. Notify Us in writing as soon as practicable; this notice must:
(1) Be sent to Us at the address specified in Item 8. of the
Declarations Page; and
(2) Contain details that identify You, the claimant and also reasonably
obtainable information concerning the time, place and other
details of the Wrongful Act and Claim;
b. Immediately send Us, at the address specified in Item 8. of the
Declarations Page, copies of all demands, notices, summonses or legal
papers received in connection with the Claim;
PSTK5000 (08/02) Page 18 of 23
G. Authorize Us to obtain records and other information;
d. Cooperate with and assist Us in the investigation, settlement and defense
of the Claim; and
e. Assist Us, upon Our request, in enforcing any rights of contribution or
indemnity against another who may be liable to any of You.
2. None of You will, except at Your own cost, voluntarily make a payment, admit
liability, assume any obligation or incur any expense without Our prior written
consent.
C. Legal Action Against Us
No person or organization has a right under this insurance:
1. To join Us as a party or otherwise bring Us into a suit asking for Damages from
any of You; or
2. To sue Us on this insurance unless all of the Policy's provisions have been fully
complied with.
A person or organization may sue Us to recover on "an agreed settlement" or on
a final judgment against You obtained after an actual trial; but We will not be
liable for Damages and Defense Costs that are not payable under the
provisions of this insurance or that are in excess of the applicable Limit of
Liability. "An agreed settlement" means a settlement and release of liability
signed by Us, You and the claimant or the claimant's legal representative.
D. Bankruptcy
The bankruptcy or insolvency of You or Your estate will not relieve Us of Our obligation
under this insurance. However, this insurance will not apply to liability directly or
indirectly due to such bankruptcy, insolvency, receivership or subsequent liquidation.
E. Other Insurance
If other valid and collectible insurance is available to any of You for any Claim We
cover, this insurance is excess over such other insurance, except when the other
insurance is purchased by the Named Insured specifically to apply in excess of this
insurance and no other insurance exists.
F. Transfer of Rights of Recovery Against Others to Us
You and We may have rights to recover all or part of any payment You or We make
under this insurance. If so, those rights are transferred to Us.
You must do nothing to impair such rights. At Our request, You will bring suit or transfer
those rights to Us and help Us enforce them. Any recoveries shall be applied as follows:
1. First, to Us up to the amount of Our payment for Damages and Defense Costs;
2. Then, to the First Named Insured as recovery of Retention amounts paid as
Damages and Defense Costs.
PSTK5000 (08/02) Page 19 of 23
G. Changes in Policy Provisions; Changes in Your Operations
1. This Policy contains all the agreements between the Named Insured and Us
concerning the insurance afforded by this Policy. This Policy's provisions can be
amended or waived only by written endorsement issued by Us and made a part
of this Policy.
2, This Policy applies only to the Technology Services and Named Insured(s) as
defined in the Policy or by endorsement as of the Effective Date of the Policy
Period. This Policy shall not apply to any other services or enterprises unless
such services or enterprises are added by written endorsement issued by Us and
made a part of this Policy. If an endorsement is added, You shall promptly pay
any additional premium that may become due.
H. Transfer of Your Rights and Duties Under the Policy
Your rights and duties under this Policy may not be transferred without Our written consent.
Cancellation
The First Named Insured may cancel this Policy by mailing or delivering to Us or
Our authorized representative advance written notice of cancellation.
2. We may cancel this Policy by mailing or delivering to the First Named Insured
written notice of cancellation at least:
a. ten (10) days before the effective date of cancellation if We cancel for
nonpayment of premium; or
b. sixty (60) days before the effective date of cancellation if We cancel for
any other reason.
We will mail or deliver Our notice to the address stated in Item 1. of the
Declarations Page.
Notice of cancellation will state the effective date of cancellation. The Policy
Period will end on that date.
If this Policy is canceled, We will send the First Named Insured any premium
refund due and the refund will be pro rata. The cancellation will be effective even
if We have not made or offered a refund.
If notice is mailed, proof of mailing will be sufficient proof of notice.
J. Nonrenewal
We may elect to nonrenew this Policy by mailing or delivering to the First Named Insured
written notice of nonrenewal at least sixty (60) days before the Expiration Date. We will mail
or deliver Our notice to the address stated in Item 1. of the Declarations Page.
K. Representations
By accepting this Policy, You agree:
1. The statements in the Application or Renewal Application for this insurance
furnished to Us are accurate and complete;
PSTK5000 (08/02) Page 20 of 23
2. Those statements furnished to Us are representations the Named Insured made
to Us on behalf of all of You;
3. Those representations are a material inducement to Us to issue this Policy;
4. We have issued this Policy in reliance upon those representations; and
5. If this Policy is a renewal of a policy issued by Us, Your representations include
the representations made in Your original signed Technology Services Errors
and Omissions Liability Insurance Policy Application, but only as of the Effective
Date of the original policy issued by State Farm Mutual Automobile Insurance
Company or its affiliates. The representations You make on Your Technology
Services Errors and Omissions Liability Insurance Renewal Application(s) apply
as of the Effective Date of Your renewal policy(ies).
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested, but this Policy will
not be valid unless countersigned by a duly authorized representative of the Insurer, to the extent required by
applicable law.
Michael L. Tipsor , President
d
ynne M. Yow I, Secretary
PSTK5000 (08/02) Page 21 of 23
PART8. ENDORSEMENTS
Required endorsements are attached to the back of this Policy.
PSTK5000 (08/02) Page 22 of 23
PART 9. A COPY OF YOUR SIGNED APPLICATION OR RENEWAL APPLICATION
A copy of Your signed Application or Renewal Application is attached to the back of this
Policy.
PSTK5000 (08/02) Page 23 of 23
ENDORSEMENT
Issued to: MEMBER MARKETPLACE, INC
Policy Number: PS0000006622203
Endorsement number:
(applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy)
CHANGES ENDORSEMENT
You and We agree Part 6. J.of the Policy is amended to:
"Technology Services" means the following work performed for others:
The development, programming, integration, implementation, installation, maintenance
and repair of software, code, hardware, equipment, devices and components;
2. Management, administration, hosting or operation of another parry's systems
(outsourcing services);
3. Systems facility management;
4. Systems consulting including software, hardware, equipment, device and component
analysis and recommendations;
5. The distribution, licensing, sales, marketing, training and customer support in the use of
software and hardware including freeware, shareware, firmware, equipment, devices
and components;
6. Data processing, management, storage and warehousing;
7. Website design, development, maintenance and integration.
All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Policy and takes
effect on the effective date indicated below.
Effective date of this endorsement: September 14, 2023
If this endorsement is issued as part of the Policy on the Effective Date shown in the Declarations Page, then the
countersignature on the Declarations Page also applies to this endorsement. If this endorsement is not issued
with the Policy or takes effect after the Effective Date of the Policy, an Authorized Representative of the Insurer
must countersign in the space below to validate the endorsement.
By: _==::� 0,-,� &��
Authorized Representativ -
PS1030 (01/01)
U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN
ASSETS CONTROL ("OFAC")
ADVISORY NOTICE TO POLICYHOLDERS
No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You
should read your policy and review your Declarations Page for complete information on the coverages you are provided.
This Notice provides information concerning possible impact on your insurance coverage due to directives issued by
OFAC. Please read this Notice carefully.
The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential
declarations of "national emergency". OFAC has identified and listed numerous:
• Foreign agents;
• Front organizations;
• Terrorists;
• Terrorist organizations; and
• Narcotics traffickers;
as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web
site — hftps://www.treasury.gov/ofac.
In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the
benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as
identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are
immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no
payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and
payments also apply.
PS1044 (02/21) Page 1 of 1
ENDORSEMENT
Issued to: MEMBER MARKETPLACE, INC
Policy Number: PS0000006622203
Endorsement number:
(applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy)
TRADE OR ECONOMIC SANCTIONS
The following is added to this policy:
Trade Or Economic Sanctions
This insurance does not provide any coverage, and we (the Insurer) shall not make payment of any claim or provide any
benefit hereunder, to the extent that the provision of such coverage, payment of such claim, or provision of such benefit
would expose us (the Insurer) to a violation of any applicable trade or economic sanctions, laws, or regulations, including
but not limited to, those administered and enforced by the United States Treasury Department's Office of Foreign Assets
Control (OFAC).
All other terms and conditions remain unchanged.
PS1045 (02/21) Page 1 of 1
ENDORSEMENT
Issued to: MEMBER MARKETPLACE, INC
Policy Number: PS0000006622203
Endorsement number:
(applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy)
IOWA AMENDATORY ENDORSEMENT
You and We agree:
1. PART 7. GENERAL CONDITIONS, I. Cancellation is deleted and replaced by the following:
I. Cancellation
The First Named Insured may cancel this Policy by mailing or delivering to Us or
,Our authorized representative advance written notice of cancellation.
2. If this Policy has been in effect for sixty (60) days or less and is not a renewal with Us,
We may cancel this Policy by mailing or delivering to the First Named Insured written
notice of cancellation at least ten (10) days before the effective date of cancellation if
We cancel for any reason.
3. If this Policy has been in effect for more than sixty (60) days, or if it is a renewal with
Us:
a. We may cancel this Policy by mailing or delivering to the First Named
Insured written notice of cancellation at least:
(1) Ten (10) days before the effective date of cancellation if We cancel for
nonpayment of premium; or
(2) Sixty (60) days before the effective date of cancellation if We cancel
for any other reason; and
b. We may cancel only for the following reasons:
(1) Nonpayment of premium;
(2) Misrepresentation or fraud made by You or with Your knowledge
in obtaining the Policy, when renewing the Policy, or in presenting
a Claim under the Policy;
(3) Actions by You which substantially change or increase the risk
insured;
(4) Determination by the commissioner that the continuation of the
Policy will jeopardize Our solvency or will constitute a violation of
the law of this or any other state;
PSTK50091A (01/03) Page 1 of 2
(5) You have acted in a manner which You knew or should have
known was in violation or breach of a Policy term or condition; or
(6) Our loss of reinsurance coverage that provides coverage to Us for
a significant portion of the risk insured if the commissioner
determines that cancellation due to loss of reinsurance coverage
is justified.
We will mail or deliver Our notice to the address stated in Item 1. of the Declarations
Page.
Notice of cancellation will state the effective date of cancellation and the reason for
cancellation. The Policy Period will end on that date.
If this Policy is canceled, We will send the First Named Insured any premium refund
due and the refund will be pro rata. The cancellation will be effective even if We have
not made or offered a refund.
If notice of cancellation is mailed, proof of mailing will be sufficient proof of notice.
2. PART 7. GENERAL CONDITIONS, J. Nonrenewal is deleted and replaced by the following:
J. Nonrenewal
We may elect to nonrenew this Policy by mailing or delivering to the First Named
Insured written notice of nonrenewal at least sixty (60) days before the Expiration Date.
We will mail or deliver Our notice to the address stated in Item 1. of the Declarations
Page.
For the purposes of this provision, nonrenewal includes:
1. A decision by Us not to renew the Policy;
2. An increase in the premium of twenty-five (25) percent or more;
3. An increase in the retention of twenty-five (25) percent or more; or
4. A material reduction in the Limit of Liability or coverage of the Policy.
If We fail to meet the notice requirements of this provision J., the First Named Insured has
the option of continuing the Policy for the remainder of the notice period plus an additional
thirty (30) days at the premium rate of the existing Policy.
If notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice.
All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Policy and takes
effect on the effective date indicated below.
Effective date of this endorsement: September 14, 2023
If this endorsement is issued as part of the Policy on the Effective Date shown in the Declarations Page, then the
countersignature on the Declarations Page also applies to this endorsement. If this endorsement is not issued
with the Policy or takes effect after the Effective Date of the Policy, an Authorized Representative of the Insurer
must countersign in the space below to validate the endorsement.
Authorized Representativ
PSTK50091A (01 /03) Page 2 of 2
ENDORSEMENT
Issued to: MEMBER MARKETPLACE, INC
Policy Number: PS0000006622203
Endorsement number:
(applicable when the endorsement is not issued with the Policy or takes effect after the effective date of the Policy)
DATA BREACH ENDORSEMENT
For an additional premium of (Included), You and We agree:
Part 1., Item 4.a. and Item 5. the words "Each Wrongful Act" are deleted and replaced with
"Each Wrongful Act, Unauthorized Access, Potential Unauthorized Access or offense out
of which Electronic Media Injury arises".
2. Part 2., Item A. is deleted and replaced with the following
A. Claims Made Policy:
Parts of this insurance coverage are on a claims made basis. Claims made coverage
applies only to those Claims that are first made during the Policy Period and any
Extended Reporting Period as those terms are described in the Policy. Coverage
provided under this policy on a claims made basis does not apply to any Wrongful Acts,
Unauthorized Accesses, Potential Unauthorized Accesses, or offenses out of which
Electronic Media Injuries arise, committed before the Retroactive Date stated on the
Declarations Page.
3. Part 4., Items 3., 4. and 5. are deleted and replaced with the following:
3. The Named Insured's partners, officers, directors and employees within the scope of
their duties in such capacity for the Named Insured, but only with respect to:
a. Part 5. Item A. 1. Data Breach and Privacy Liability Coverage;
b. Part 5. Item A. 3. Electronic Media Liability Coverage; or
C. Wrongful Acts in performing Technology Services;
4. Former partners, officers, directors and employees within the scope of their duties in
such capacity for the Named Insured, but only with respect to:
a. Part 5. Item A. 1. Data Breach and Privacy Liability Coverage;
b. Part 5. Item A. 3. Electronic Media Liability Coverage; or
G. Wrongful Acts in performing Technology Services while they were a partner,
officer, director or employee of the Named Insured; and
5. In the event of death, incompetency, insolvency or bankruptcy of any of You, Your legal
representative while acting within the scope of their duties for the Named Insured but
only with respect to:
PSTK5012 (12/17) Page 1 of 18
a. Part 5. Item A. 1. Data Breach and Privacy Liability Coverage;
b. Part 5. Item A. 3. Electronic Media Liability Coverage; or
C. Wrongful Acts in performing Technology Services.
4. Part 5., Item A. is amended to add the following:
Data Breach and Privacy Liability Coverage — Claims Made Coverage
We will pay on Your behalf, in excess of the Retention and up to the lesser of:
a. The applicable Limits of Liability stated in Item 4. of the Declarations Page; or
b. $1,000,000 per Policy Period for the combined total of all payments provided for
by this endorsement;
for those sums that You become legally obligated to pay as Damages, Regulatory
Fines and Defense Costs which are a result of a Claim first made against You during
the Policy Period or the Extended Reporting Period, if purchased, and reported to Us
as provided in Part 7.B., by reason of an Unauthorized Access or a Potential
Unauthorized Access, provided:
(1) The entirety of the Unauthorized Access or the discovery of the Potential
Unauthorized Access happens during the Policy Period or between the
Retroactive Date and the Effective Date of this Policy; and
(2) None of You knew, prior to the Effective Date of this Policy of such
Unauthorized Access, Potential Unauthorized Access or any computer
security incident, intrusion, breach, compromise, theft, loss or use of Your
Electronic Communications System which may have led a reasonable person
in Your position to conclude that a Claim was likely.
(3) Unauthorized Access, Potential Unauthorized Access or any computer
security incident, intrusion, breach, compromise, theft, loss or use of Your
Electronic Communications System will be deemed to have been known to
have occurred at the earliest of any of You:
(a) Reporting all, or any part, of the Unauthorized Access, Potential
Unauthorized Access or any computer security incident, intrusion,
breach, compromise, theft, loss or use of Your Electronic
Communications System to Us, any other insurer or any insurance
representative;
(b) Incurring Loss or Breach Mitigation Expense because of the
Unauthorized Access, Potential Unauthorized Access, computer
security incident, intrusion, breach, compromise, theft, loss or use of Your
Electronic Communications System.
(c) Becoming aware by any other means that an Unauthorized Access,
Potential Unauthorized Access, computer security incident, intrusion,
breach, compromise, theft, loss or use of Your Electronic
Communications System has occurred or has begun to occur.
PSTK5012 (12/17) Page 2 of 18
2. Data Breach Loss to Insured Coverage — Occurrence Coverage
We will indemnify You for the amount of Loss in excess of the Retention and up to the
lesser of:
a. The applicable Limits of Liability stated in Item 4. of the Declarations Page; or
b. $1,000,000 per Policy Period for the combined total of all payments provided for
by this endorsement;
and which results directly from an Unauthorized Access which occurs during the
Policy Period and is reported to Us as provided in Part 7.B., provided:
(1) None of You knew, prior to the Effective Date of this Policy of such
Unauthorized Access which had occurred in whole or in part, and if You knew
prior to such Effective Date that the Unauthorized Access had occurred, then
any continuation, change or resumption of such Unauthorized Access during or
after the Policy Period will be deemed to have been known prior to the Policy
Period;
(2) Unauthorized Access, which occurs during the Policy Period and was not
known to have occurred by any of You prior to the Policy Period, does not
include any continuation, change or resumption of that Unauthorized Access
after the end of the Policy Period; and
(3) Unauthorized Access will be deemed to have been known to have occurred at
the earliest of any of You:
(a) Reporting all, or any part, of the Unauthorized Access to Us, any other
insurer or any insurance representative;
(b) Incurring Loss or Breach Mitigation Expense because of the
Unauthorized Access; or
(c) Becoming aware by any other means that Unauthorized Access has
occurred or has begun to occur.
3. Electronic Media Liability Coverage — Claims Made Coverage
We will pay on Your behalf, in excess of the Retention and up to the lesser of.
a. The applicable Limits of Liability stated in Item 4. of the Declarations Page; or
b. $1,000,000 per Policy Period for the combined total of all payments provided for
by this endorsement;
for all sums which You become legally obligated to pay as Damages and Defense
Costs as a result of a Claim first made against You during the Policy Period or the
Extended Reporting Period, if purchased, and reported to Us as provided in Part 7.B., by
reason of an Electronic Media Injury, provided:
PSTK5012 (12/17) Page 3 of 18
(1) The entirety of the offense, out of which such Electronic Media Injury arises,
happens during the Policy Period or between the Retroactive Date and the
Effective Date of this Policy; and
(2) Prior to the Effective Date of this Policy, You had no knowledge of such
Electronic Media Injury or any offense, fact, circumstance, situation or incident
which may have led a reasonable person in Your position to conclude that a
Claim was likely.
4. Breach Mitigation Expense Payment
We will reimburse You for the amount in excess of the Retention and up to the lesser of:
a. $250,000 per Policy Period; or
b. The remainder of the applicable Limits of Liability stated in Item 4. of the
Declarations Page; or
C. The remainder of the $1,000,000 per Policy Period for the combined total of all
payments provided for by this endorsement;
for the reasonable cost actually incurred by You with Our prior written consent, for
Breach Mitigation Expense which results directly from an Unintentional Data
Compromise which occurs during the Policy Period and is reported to Us as provided
in Part 7.13., provided:
(1) The entirety of the Unintentional Data Compromise occurs during the Policy
Period; and
(2) Prior to the Effective Date of this Policy You had no knowledge such
Unintentional Data Compromise of:
(a) Your Electronic Communications System, including any device which
You permit to be connected to Your Electronic Communications
System; or
(b) The Electronic Communications System of a third party responsible for
storing and securing Your data;
had occurred in whole or in part, which may have led a reasonable person in
Your position to conclude that incurring such expenses was likely, and if any of
You knew prior to the Policy Period that such Unintentional Data
Compromise had occurred, then any continuation, change or resumption of
such Unintentional Data Compromise during or after the Policy Period will be
deemed to have been known prior to the Policy Period; and
(3) Unintentional Data Compromise will be deemed to have been known to have
occurred at the earliest of any of You:
(a) Reporting all, or any part, of an Unauthorized Access or Potential
Unauthorized Access to Us, any other insurer or any insurance
representative;
PSTK5012 (12/17) Page 4 of 18
(b) Incurring Loss or Breach Mitigation Expense because of an
Unauthorized Access or Potential Unauthorized Access; or
(c) Becoming aware by any other means that an Unintentional Data
Compromise has occurred or has begun to occur.
You must submit to Us satisfactory written proof of payment of such costs within one (1)
year after the expiration or cancellation of this Policy.
5. Reward Payment
We will, subject to Our prior written consent to the terms and offer of a reward,
reimburse You for the amount in excess of the Retention and up to the lesser of:
a. $25,000 per Policy Period, including the Extended Reporting Period, if
purchased; or
b. The remainder of the applicable Limits of Liability stated in Item 4. of the
Declarations Page; or
C. The remainder of the $1,000,000 per Policy Period for the combined total of all
payments provided for by this endorsement;
for the actual payment of a reward offered with respect to a Claim or Loss which is
subject to coverage afforded under Part 5.A.1. or Part 5.A.2.
The reward will be offered if:
(1) Recommended in writing by You and any law enforcement official; and
(2) There is a reasonable likelihood that a reward will assist in the prosecution of the
person or persons responsible for the Unauthorized Access or Potential
Unauthorized Access.
An offer of reward will expire one (1) year after the earlier of:
(a) The date such Claim under Part 5.A.1. is first made or such Unauthorized
Access under Part 5.A.2. occurs; or
(b) The expiration or cancellation of this Policy.
Provided, however, that in the event there are claimants for a reward who have provided
information prior to the expiration of the reward offer period above, the reward offer will
remain outstanding for those claimants until their claim for payment has been finalized.
The reward will be paid for information directly leading to the arrest and conviction of a
person or persons responsible for the Unauthorized Access or Potential
Unauthorized Access, and upon the arrest and conviction of a person or persons
responsible for the Unauthorized Access or Potential Unauthorized Access. In the
event of multiple claimants for a reward, the reward monies will be shared among those
providing information directly leading to assisting in the arrest and conviction of the
person or persons responsible for the Unauthorized Access or Potential
Unauthorized Access. The reward will not be offered to or paid to any: (i) of Your
principals, partners, officers, directors, trustees, managers, members or shareholders;
(ii) Employee responsible for the Unauthorized Access or Potential Unauthorized
PSTK5012 (12/17) Page 5 of 18
Access; (iii) Employee responsible for managing the security of Your Electronic
Communications System; (iv) law enforcement official; or (v) person or organization
providing any breach mitigation services for a fee.
6. Loss of Earnings and Expense Reimbursement
Upon submission to Us of satisfactory written proof of payment by You, We will
reimburse You as expense reimbursement for all reasonable and necessary expenses
incurred by You at Our written request for attendance at any arbitration, mediation,
deposition, hearing or trial in connection with a Claim to which this Policy applies. Yo.0
will give Us written notice as stated in Part 7.13. and written proof of payment of
expenses as soon as practicable. In any event, such written proof of payment must be
reported no later than sixty (60) days after incurring such expenses.
We will compensate You for Your loss of earnings up to a maximum of $400 per day to
attend at Our written request any arbitration, mediation, deposition, hearing or trial in
connection with a Claim to which this Policy applies.
The maximum We will pay You for compensation of all loss of earnings and expense
reimbursement for all Claims to which this Policy applies and all attendances at Our
written request is the lesser of:
a. $10,000 per Policy Period, including the Extended Reporting Period, if
purchased; or
b. The remainder of the applicable Limits of Liability stated in Item 4. of the
Declarations Page; or
C. The remainder of the $1,000,000 per Policy Period for the combined total of all
payments provided for by this endorsement.
The most We will pay in all cases for the combined total of all Damages, Regulatory Fines,
Losses, Breach Mitigation Expenses, reward payments, loss of earnings and expense
reimbursements and Defense Costs arising out of all Unauthorized Accesses, Potential
Unauthorized Accesses, offenses out of which Electronic Media Injuries arise or
Unintentional Data Compromises and for which coverage is provided by this endorsement is
the lesser of the applicable Limits of Liability stated in Item 4. of the Declarations Page or
$1,000,000 per Policy Period and any Extended Reporting Period. Such payments will reduce
the Limits of Liability stated in Item 4. of the Declarations Page and will be excess of the
Retention.
5. Part 5., Item 13.1. is deleted and replaced with the following:
For Claims first brought inside the United States of America (including its territories or
possessions), Puerto Rico or Canada, We will have the right and duty to appoint an
attorney, investigate and defend any Claim to which this insurance applies. Our right
and duty to defend and pay on Your behalf ends when We have used up the applicable
Limit of Liability in payment of Damages, Regulatory Fines, Losses, Breach
Mitigation Expenses, reward payments, loss of earnings, expense reimbursements or
Defense Costs.
PSTK5012 (12/17) Page 6 of 18
R
VA
Part 5., Item B.3.b. is deleted and replaced with the following:
If We are satisfied with the judgment of the trial court, or with any settlement offered, but
the First Named Insured is not, We may pay to the First Named Insured the difference
between the amount of the settlement or judgment and the remaining Retention, if any,
and We will then be relieved from further obligation for Damages, Regulatory Fines,
Losses, Breach Mitigation Expenses, reward payments, loss of earnings, expense
reimbursements or Defense Costs or defense concerning the Claim.
Part 5. Item C. is amended to add the following:
4. We are not obligated to pay Damages, Regulatory Fines, Losses, Breach Mitigation
Expenses, reward payments, loss of earnings, expense reimbursements or Defense
Costs or defend Claims:
a. Caused by access to Your Electronic Communications System by any
government, governmental agency or sub -agency, or any of their agents while
acting on behalf of such entity;
Due to riot, civil commotion, war, insurrection or usurped power;
C. Based upon or arising out of any inability or failure of any party to pay or collect
monies;
d. Based upon or arising out of an offense out of which an Electronic Media Injury
arises and which is committed by an organization, or a principal, partner, officer,
director, trustee, member, manager or employee of an organization:
(1) That is not a Named Insured; or
(2) That is not included within the definition of You stated in Part 4.;
e. Any acts or services performed by You where You are not licensed or certified to
perform such acts or services if such licensing or certification is required by law;
or
Based upon or arising out of usage of Your name in operating its business,
including but not limited to Your legal name(s), domain name(s), fictitious
name(s) or assumed name(s).
5. With respect to Data Breach Loss To Insured Coverage only, We are not obligated to
pay Losses:
Caused by theft, physical damage or destruction of Your Electronic
Communications System or any part; provided, however, this exclusion will not
apply to destruction of programs, electronic data and media caused by an
Unauthorized Access;
Based upon or arising out of theft, or alleged theft, of money, securities, bonds,
or similar financial instruments with monetary value caused or contributed to by
any fraudulent, dishonest or criminal act committed by You or any person who is
an Employee at the time of the Unauthorized Access, whether acting alone or
in collusion with others; or
PSTK5012 (12/17) Page 7 of 18
C. Of the value of trade secrets, confidential processing methods or other
confidential or proprietary information.
6. With respect to Electronic Media Liability Coverage only, We are not obligated to pay
Damages or defend Claims:
a. Brought by, in the name of, or on behalf of any performance rights organization,
including but not limited to ASCAP, BMI, SESAC, SOCAN or SoundExchange;
b. Based upon, arising directly or indirectly out of, or alleging contractual liability
involving the ownership of intellectual property with any vendor, client, customer,
sub -contractor, independent contractor or current or former employee;
c. Based upon, arising directly or indirectly out of, or alleging the introduction of
programs into a third party's Electronic Communications System which
contain fraudulent or destructive instructions or code;
d. Based upon, arising directly or indirectly out of, or alleging failure of goods,
products or services to conform with any statement of quality or performance; or
e. Based upon, arising directly or indirectly out of, or alleging any description
relating to the price of goods, products or services.
8. The first sentence of Part 5.C.1. is deleted and replaced with the following:
We are not obligated to pay Damages, Regulatory Fines, Losses, Breach Mitigation
Expenses, reward payments, loss of earnings, expense reimbursements or Defense Costs or
defend Claims for, arising directly or indirectly out of, or alleging:
9. Part 5., Item C.1.d. is amended to add the following:
However, this exclusion will not apply to any Claim under Electronic Media Liability Coverage
based upon, arising out of, or in any way involving any actual or alleged violation of any law,
whether statutory, regulatory or common law, respecting any unfair trade practices;
10. Part 5., Item C.1.f. is deleted in its entirety.
11. Part 5., Item C.1.h. is amended to add the following:
This exclusion also will not apply to any contractual obligation in a written service agreement
effected by the parties prior to the Unauthorized Access, assumed by You to indemnify Your
customer, a merchant bank or a payment card processor for Breach Mitigation Expenses
arising from an Unauthorized Access;
12. Part 5., Item C.1.m. is amended to add the following:
(6) The Telephone Consumer Protection Act of 1991 (TCPA) and amendments thereto or
any similar or related federal, state or local statute, law, rule, ordinance or regulation;
(7) The CAN-SPAM Act of 2003 and amendments thereto or any similar or related federal,
state or local statute, law, rule, ordinance or regulation;
(8) The Fair Credit Reporting Act (FCRA) and amendments thereto or any similar or related
federal, state or local statute, law, rule, ordinance or regulation, including the Fair and
Accurate Credit Transactions Act of 2003 (FACTA); or
PSTK5012 (12/17) Page 8 of 18
(9) Any federal, state or local statute, law, rule, ordinance or regulation, other than the
TCPA, CAN-SPAM Act of 2003 or FCRA and amendments thereto, that addresses,
prohibits or limits the dissemination, interception, receiving, sending, transmitting,
communicating, printing, disposal, collecting, recording or distribution of information or
other material;
13. The first sentence of Part 5., Item C.2. is deleted and replaced with the following:
We are not obligated to pay Damages, Regulatory Fines, Losses, Breach Mitigation
Expenses, reward payments, loss of earnings, expense reimbursements or Defense Costs or
defend Claims made by:
14. Part 5., Item C.2.c. is amended to add the following:
However, this exclusion will not apply to any Claim arising out of Unauthorized Access or
Potential Unauthorized Access to the personal information of an Employee which is in Your
care, custody or control;
15. The first sentence of Part 5., Item C.3. is deleted and replaced with the following:
We are not obligated to pay Damages, Regulatory Fines, Losses, Breach Mitigation
Expenses, reward payments, loss of earnings, expense reimbursements or Defense Costs or
defend Claims for:
16. Part 5., Item D.1. is deleted and replaced with the following:
Where We Insure
The territory of this insurance is universal. If Damages, Regulatory Fines, Losses,
Breach Mitigation Expenses, reward payments, loss of earnings, expense
reimbursements or Defense Costs are paid in a currency other than United States of
America dollars, then the payment under this Policy will be considered to have been
made in United States of America dollars at the conversion rate which was used for the
payment.
17. Part 5., Items D.2.a., D.2.15., D.2.c. and D.2.e., the words 'Wrongful Act" or "Wrongful Acts"
are deleted and replaced with "Wrongful Act(s), Unauthorized Access(es), Potential
Unauthorized Access(es), offense(s) out of which Electronic Media Injury(ies) arise or
Unintentional Data Comprom ise(s)".
18. Part 5., Item D.2.d, the words "Wrongful Act" are deleted and replaced with 'Wrongful Act,
Unauthorized Access, Potential Unauthorized Access or offense out of which Electronic
Media Injury arises".
19. Part 5., Item D.2.c.(2)(d) is deleted and replaced with the following:
(d) A description of the potential Damages or Regulatory Fines;
20. Part 5., Item D.2. is amended to add the following:
Multiple Insureds, Claims, Losses and Claimants
PSTK5012 (12/17) Page 9 of 18
The inclusion herein of more than one Named Insured in any Claim or the making of
Claims by, or reporting of Loss incurred by more than one person or organization will
not operate to increase the Limits of Liability stated in Item 4. of the Declarations Page.
(1) With regard to Data Breach and Privacy Liability Coverage, more than one
Claim arising out of a single Unauthorized Access or Interrelated
Unauthorized Accesses will be treated as a single Claim. Such single Claim
will be deemed first made on the date on which the earliest Claim arising out of
such Unauthorized Access or Interrelated Unauthorized Accesses is made or
with regard to notice given to and accepted by Us as provided in Part 7.13., on the
date within the Policy Period on which such notice of potential Claim is first
received by Us.
(2) With regard to Data Breach Loss to Insured Coverage, more than one Loss
arising out of a single Unauthorized Access will be considered a single
Unauthorized Access. Such single Loss will be deemed to have first occurred
on the date on which the earliest Loss arising out of such Unauthorized Access
or Interrelated Unauthorized Accesses occurred.
(3) With regard to Electronic Media Liability Coverage, more than one Claim
arising out of a single offense or a series of related offenses, out of which
Electronic Media Injury arises, will be treated as a single Claim. Such single
Claim will be deemed first made on the date on which the earliest Claim arising
out of such offense or series of related offenses is made or with regard to notice
given to and accepted by Us as provided in Part 7.13. on the date within the
Policy Period on which such notice of potential Claim is first received by Us.
(4) It is Our intent that the coverage afforded under the Coverages be mutually
exclusive. If, however, it is determined that more than one purchased Coverage
applies to one Claim, Loss, Unintentional Data Compromise, Unauthorized
Access or offense out of which Electronic Media Injury arises, ensuing from a
common nexus, fact, circumstance, situation, event, transaction, cause or series
of related facts, circumstances, situations, events, transactions or causes then
the limit of liability with respect to such Claim, Loss, Unintentional Data
Compromise, Unauthorized Access or offense out of which Electronic Media
Injury arises, as applicable, will be the largest limit of liability available under the
applicable purchased Coverages and not the sum of the limits available under
the applicable purchased Coverages. In such event, the smallest of the
applicable Retentions for the applicable purchased Coverages will apply and not
the sum of such Retentions.
21. Part 5., Item E. is deleted and replaced with the following-
E. Limit of Liability, Retention and Reimbursement
Limit of Liability
a. Each Wrongful Act, Unauthorized Access, Potential Unauthorized
Access, offense out of which Electronic Media Injuries arise,
Unintentional Data Compromise, reward payment or loss of earnings
and expense reimbursement.
The Limit of Liability stated in Item 4.a. of the Declarations Page is the
most We will pay for Damages, Regulatory Fines, Losses, Breach
Mitigation Expenses, reward payments, loss of earnings, expense
PSTK5012 (12/17) Page 10 of 18
reimbursements or Defense Costs combined for the total of all Claims
made during the Policy Period and any Extended Reporting Period
arising from one Wrongful Act, Unauthorized Access, Potential
Unauthorized Access, offense out of which Electronic Media Injuries
arise or Unintentional Data Compromise, -no matter how many:
(1) Of You this Policy covers;
(2) Claims are made or occurrences are reported; or
(3) Persons or organizations make Claims or report occurrences.
b. Total Limit of Liability
The Total Limit of Liability stated in Item 4.b. of the Declarations Page is
the most We will pay for Damages, Regulatory Fines, Losses, Breach
Mitigation Expenses, reward payments, loss of earnings, expense
reimbursements and Defense Costs combined for the total of all Claims
made during the Policy Period and any Extended Reporting Period, and
occurrences, no matter how many:
(1) Of You this Policy covers;
(2) Claims are made or occurrences are reported;
(3) Persons or organizations make Claims or report occurrences; or
(4) Wrongful Acts, Unauthorized Accesses, Potential
Unauthorized Accesses, offenses out of which Electronic
Media Injuries arise, Unintentional Data Compromises, reward
payments, loss of earnings or expense reimbursements occur.
2. Retention
The Retention stated in Item 5. of the Declarations Page applies separately to
each Wrongful Act, Unauthorized Access, Potential Unauthorized Access,
offense out of which Electronic Media Injuries arise or Unintentional Data
Compromise. The Retention applies to Damages, Regulatory Fines, Losses,
Breach Mitigation Expenses, reward payments, loss of earnings, expense
reimbursements and Defense Costs combined, and Our obligation to pay such
amounts applies in excess of the Retention. The Limit of Liability will not be
reduced by the application of the Retention.
3. Reimbursement
If, at Our option, We have paid any amounts for Damages, Regulatory Fines,
Losses, Breach Mitigation Expenses, reward payments, loss of earnings,
expense reimbursements or Defense Costs in excess of the applicable Limit of
Liability or if We have paid part or all of any Retention, the Named Insured will
be liable to reimburse such amounts to Us upon demand.
PSTK5012 (12/17) Page 11 of 18
22. Part 6. is amended to add the following:
"Authority" means any agency of:
A federal, state or local government of the United States of America, its territories or
possessions or Puerto Rico;
2. A federal, provincial or local government of Canada;
3. The government of the European Union (EU) or any member nation; or
4. The PCI Security Standards Council;
any of which is charged with the administration or enforcement of laws or regulations relating to
the use, transfer or storage of electronic communications or data storage systems.
"Breach Mitigation Expense" means expenses incurred with Our prior written consent for:
The services of a public relations professional, or other publicity expenses that are
recommended by a public relations professional to respond to any actual adverse
publicity in the media, that is the result of an Unauthorized Access or Potential
Unauthorized Access;
Expenses, including but not limited to notification and call center costs and related legal
fees, that are incurred to comply with a Security Breach Notice Law and that are the
result of an Unauthorized Access or Potential Unauthorized Access;
Expenses associated with voluntarily providing credit monitoring services or identity
restoration services to individuals affected by an Unauthorized Access or Potential
Unauthorized Access; and
4. Expenses associated with Your contractual obligation to indemnify Your customer, a
merchant bank or a payment card processor for amounts as included in Items 1., 2. and
3. of this definition, arising from an Unauthorized Access, but only to the same extent
as if You would have incurred such expenses.
"Electronic Communications System" means any wired, wireless, radio, electromagnetic,
photo -optical or photo -electronic facility for the transmission of electronic communications; any
electronic data processing system, network or related electronic equipment for the storage of
such communications; and any computer.
"Electronic Media Injury" means injury arising from the content of Your web site or intranet or
the content of that portion of any social media platform, the content of which is owned or
managed by You and arises from any of the following offenses:
Libel, slander or defamation or any other form of disparagement;
2. Invasion or infringement of the right of privacy or the right of publicity;
3. Infringement of copyright, service mark, service name or trademark, title, trade dress,
trade name or slogan and unfair competition alleged in connection therewith;
4. Plagiarism, piracy or misappropriation of ideas under implied contract; or
5. Infliction of emotional distress, mental anguish, false arrest or malicious prosecution.
PSTK5012 (12/17) Page 12 of 18
"Employee" means any natural person (except Your director or trustee, if You are a
corporation or trust, who is not also an officer or employee thereof) while in Your regular service
in the ordinary course of Your business and whom You compensate by salary, wages or
commissions and have the right to govern and direct the performance of such service.
Employee includes any Leased Worker and any Temporary Worker but does not include any
independent contractor or consultant of Yours or any Employee of Yours provided as a staffing
service employee or a Leased Worker to work at the worksite of a client of Yours.
"Extra Expense" means necessary expenses that You would not have incurred if there had not
been a Loss resulting from an Unauthorized Access.
"Forensic Expense" means reasonable and necessary costs incurred by You to engage the
services of a third party computer security expert to determine the existence and cause of any
Unauthorized Access.
"Interrelated Unauthorized Accesses" means Unauthorized Access(es) or Potential
Unauthorized Access(es) which are logically or causally connected by reason of any common
fact, incident, circumstance, situation, or any computer security incident, intrusion, breach,
compromise, theft, loss or use of Your Electronic Communications System.
"Leased Worker" means a person leased to You by a labor leasing organization, under an
agreement between You and the labor leasing organization, to perform duties related to the
conduct of Your business and which are at the Your direction.
"Loss" means:
Forensic Expense and reasonable and necessary costs incurred by You to restore with
due diligence and dispatch Your Electronic Communications System to the condition
that existed prior to an Unauthorized Access, including restoration or reinstallation of
software applications, electronic data and media which form a part of Your Electronic
Communications System;
Extra Expense incurred by You in continuing the conduct of Your business during the
period from the time of the discovery of an Unauthorized Access to the time Your
Electronic Communications System is or can be restored with due diligence and
dispatch to the condition that existed prior to an Unauthorized Access;
Subject to Our prior approval, expenses necessarily incurred by You to reduce Loss
under Data Breach Loss To Insured Coverage, after an Unauthorized Access has
happened and to the extent that such expenses do not exceed the value of the Loss
which such expenses are incurred to reduce;
4. Loss of money, securities, bonds or similar financial instruments with monetary value
which is incurred by You and which is proximately caused by the Unauthorized Access
of a person or groups of persons excluding any of You or any Employee of any of You,
with the intent to commit fraud, theft, or other dishonest act; or
Subject to Our prior written approval, Your payment of an extortion demand;
provided, however, Loss will not include:
PSTK5012 (12/17) Page 13 of 18
a. Any cost or charges associated with building, modifying or upgrading Your
Electronic Communications System, or any software, security measures or
procedures;
b. Any cost required to repair, build or modify tangible property to comply with any
award or order by a court, an Authority, arbitration or any similar proceeding;
C. Any loss of Your reputation or loss of customer confidence in You or the value
imputed to such loss;
Expenses incurred by You in establishing the amount of any Loss covered under
this Policy; or
e. Loss of business income.
"Potential Unauthorized Access" means the threat or potential threat of an Unauthorized
Access arising from a theft or loss of any component of Your Electronic Communications
System.
"Private Data" means data containing an individual's:
Driver's license or other state -issued identification number; social security number;
unpublished telephone number; savings account, checking account, credit card or debit
card number each when in combination with the security code, access code, password
or pin for such account or card number;
2. "Nonpublic personal information" as defined in the Gramm -Leach -Bliley Act of 1999, as
amended, and regulations issued pursuant thereto;
3. "Protected health information" as defined in the Health Insurance Portability and
Accountability Act of 1996 (HIPAA), as amended, and regulations issued pursuant
thereto, and medical and healthcare information;
4. Private personal information as defined under a Security Breach Notice Law; and
5. Private personal information as defined under the law of a country other than the United
States of America, which law is intended to provide for the protection of such private
personal information;
not including any lawfully available data accessible by the general public.
"Regulatory Fines" means civil fines and penalties assessed against You by an Authority as
a result of a Claim subject to coverage under Data Breach and Privacy Liability Coverage;
provided, however, Our total obligation under this Policy for all Regulatory Fines will not
exceed $250,000 which amount is a part of and not in addition to the Limit of Liability.
"Security Breach Notice Law" means any law, statute or regulation within the United States of
America, its territories or possessions, Puerto Rico or Canada requiring You to notify individuals
of the compromise or possible compromise of the security of their confidential information in
Your care, custody or control and the European Union (EU) Data Protection Act of 1995.
"Temporary Worker" means any person who is furnished to You to substitute for a permanent
Employee on leave or to meet seasonal or short-term work load requirements.
PSTK5012 (12/17) Page 14 of 18
"Unauthorized Access" means a breach of Your security measures, systems, procedures, or
stated privacy policy, or any intentional violation, interception, use or misuse of Your Electronic
Communications System, whether or not for profit or gain, by any person, without Your
permission, knowledge or ratification. Unauthorized Access also includes:
Access to Your Electronic Communications System that is with Your permission
where such permission is the result of fraud or deception, including phishing scams;
2. Use of Your Electronic Communications System by a party authorized by You to use
such system, who does so for an unauthorized purpose;
3. The introduction of programs into Your Electronic Communications System which
contain fraudulent or destructive instructions or code, including any inadvertent
transmission of such programs to a third party;
4. A credible threat or an extortion demand received by You threatening or portending loss,
injury or damage to:
a. Your Electronic Communications System, including programs, electronic data
and media which form a part of Your Electronic Communications System; or
b. Money, securities, bonds or similar financial instruments, solely to the extent that
record of such is maintained in digital or electronic format on Your Electronic
Communications System;
for the purpose of extorting money or other valuable consideration from You;
Failure to prevent a denial of service attack on Your Electronic Communications
System or to prevent the use of Your Electronic Communications System by an
unauthorized user or code to launch a denial of service attack on a third party;
6. Solely with respect to:
Data Breach and Privacy Liability Coverage; and
b. Breach Mitigation Expense Coverage;
the theft or loss of any paper records; and
7. Solely with respect to Breach Mitigation Expense Coverage:
The failure of any third party to prevent the unauthorized viewing, copying or distribution
of Private Data which You have entrusted to such party under a written contract or
agreement that specifically requires such party to protect the confidentiality of the
Private Data so entrusted.
"Unintentional Data Compromise" means any computer security incident, intrusion, breach,
compromise, theft, loss or misuse of Your customer's(s') and/or Employee's(s') Private Data.
23. Part 6., Item B. is amended to add the following:
However, Bodily Injury does not include Electronic Media Injury or humiliation or the infliction
of emotional distress arising solely from an Unauthorized Access or a Potential Unauthorized
Access.
PSTK5012 (12/17) Page 15 of 18
24. Part 6., Item C. is deleted and replaced with the following:
C. "Claim" means:
1. With respect to Technology Services Errors And Omissions Liability
Coverage, a demand or assertion of a legal right seeking Damages made
against any of You;
2. With respect to Data Breach and Privacy Liability Coverage, Your receipt of:
a. A written demand for Damages;
b. The service of suit or institution of arbitration proceedings against You; or
C. A notice of the institution of a charge against You by any Authority or
any administrative proceeding initiated by an Authority including any
investigation, conciliation meeting or hearing;
all as a result of an Unauthorized Access or Potential Unauthorized Access;
and
3. With respect to Electronic Media Liability Coverage, Your receipt of:
a. A written demand for Damages; or
b. The service of suit or institution of arbitration proceedings against You;
all as a result of Electronic Media Injury.
25. Part 6., Item D. is amended to add the following:
Damages also does not include:
1. The cost of any modifications or changes to Your security measures, procedures,
software or hardware required or agreed to by You to satisfy a judgment, award or
settlement; or
2. Regulatory Fines;
26. Part 6., Item H. is deleted and replaced with the following:
"Property Damage" means physical injury to tangible property and any resulting loss or
corruption of data or information, including all resulting loss of use of that property, data or
information.
Property Damage does not mean the loss, corruption or destruction of data or information
arising from Wrongful Acts in providing Technology Services when the tangible property on
which the data or information resides or resided is not physically injured. Property Damage
also does not include damage to, corruption of or inability to access data, software and
computer networks arising solely from an Unauthorized Access or Potential Unauthorized
Access;
27. Part 6., Item K.2. is deleted in its entirety.
PSTK5012 (12/17) Page 16 of 18
28. Part 7., Item B. is deleted and replaced with the following:
B. What to Do if You Have a Claim, Loss or Expense Payment
1. If there is a Claim or a circumstance likely to result in a Claim, You must do the
following:
a. Notify Us in writing as soon as practicable; this notice must:
(1) Be sent to Us at the address specified in Item 8. of the
Declarations Page; and
(2) Contain details that identify You, the claimant and also reasonably
obtainable information concerning the time, place and other
details of the Wrongful Act, Unauthorized Access, Potential
Unauthorized Access or offense out of which Electronic Media
Injuries arise or Unintentional Data Compromise and Claim;
b. Immediately send Us, at the address specified in Item 8. of the
Declarations Page, copies of all demands, notices, summonses or legal
papers received in connection with the Claim;
C. Authorize Us to obtain records and other information;
d. Cooperate with and assist Us in the investigation, settlement and defense
of the Claim; and
e. Assist Us, upon Our request, in enforcing any rights of contribution or
indemnity against another who may be liable to any of You.
2. None of You will, except at Your own cost, voluntarily make a payment, admit
liability, assume any obligation or incur any expense without Our prior written
consent.
3. Data Breach Loss to Insured Coverage Reporting Provision: It is a condition
precedent to coverage afforded by this Policy under Data Breach Loss to Insured
Coverage that You shall give to Us written notice as stated in Item 8. of the
Declarations as soon as practicable and in no event later than sixty (60) days after
the end of the Policy Period of any Loss which results directly from an
Unauthorized Access which occurs during the Policy Period.
In the event of any Loss, the You must:
a. Notify law enforcement in the event of a theft;
b. Give Us prompt notice of the Unauthorized Access;
C. As soon as practicable, provide a description of how, when and what
elements of Your Electronic Communications System were impacted by
the Unauthorized Access;
d. Take all reasonable steps to protect Your Electronic Communications
System from further Unauthorized Access and to reduce Loss;
PSTK5012 (12/17) Page 17 of 18
e. As often as may be reasonably required, permit Us to inspect Your
Electronic Communications System and examine Your books and
records related to the Loss incurred; and
Provide, within sixty (60) days of Our request, a sworn proof of Loss,
signed by You, containing the information We request to investigate the
Loss.
4. Breach Mitigation Expense Payment Reporting Provision: It is a condition
precedent to coverage afforded by this Policy under Breach Mitigation Expense
Payment that You shall give to Us written notice as stated in Item 8. of the
Declarations as soon as practicable and in no event later than sixty (60) days
after the end of the Policy Period of any Unintentional Data Compromise
which occurs during the Policy Period.
You must:
a. Submit to Us satisfactory written proof of payment of such Breach
Mitigation Expenses within one (1) year after the expiration or
cancellation of this Policy;
b. As soon as practicable, provide a description of how, when and what
elements, if any, of Your or a third party's Electronic Communications
System were impacted by the Unintentional Data Compromise;
C. Take all reasonable steps to protect Your Electronic Communications
System from further Unauthorized Access, if applicable;
d. As often as may be reasonably required, permit Us to inspect Your
Electronic Communications System and examine Your books and
records related to the Breach Mitigation Expense incurred.
29. Part 7., Items C. and F., the word "Damages" is deleted and replaced with "Damages or
Regulatory Fines".
Premium: $(Included)
Total: $(Included)
All other terms and conditions of this Policy remain unchanged. This endorsement is a part of the Policy
and takes effect on the effective date indicated below.
Effective date of this endorsement: September 14, 2023
If this endorsement is issued as part of the Policy on the Effective Date shown in the Declarations
Page, then the countersignature on the Declarations Page also applies to this endorsement. If this
endorsement is not issued with the Policy or takes effect after the Effective Date of the Policy, an
Authorized Representative of the Insurer must countersign in the space below to validate the
endorsement.
By. C�
Authorized Representativ
PSTK5012 (12/17) Page 18 of 18
2/26/24, 2:46 PM Washington State Department of Revenue
Washington State Department of Revenue
< Business Lookup
License Information: New search Back to results
Entity name:
MEMBER MARKETPLACE INC
Business
MEMBER MARKETPLACE INC
name:
Entity type:
Corporation
UBI #:
605-440-453
Business I D:
001
Location ID:
0001
Location:
Active
Location address: 1680 WINDING CREEK DR
MARION IA 52302-6183
Mailing address: 1680 WINDING CREEK DR
MARION IA 52302-6183
Excise tax and reseller permit status: Click here
Secretary of State status: Click here
Endorsements
Endorsements held z License # Count Details Status Expiratior First issua
hftps://secure.dor.wa.gov/gteunauth/—/#2 1/2
2/26/24, 2:46 PM Washington State Department of Revenue
Endorsements held z License # Count Details Status Expiratior First issua
Federal Way
General Business -
Non -Resident
Active Feb-28-2( Feb-23-2(
Governing People May include governing people not registered with Secretary of State
Governing people Title
EDILSON, CHARLOTTE ANNE President
EDILSON, ROBERT NEIL Vice President
The Business Lookup information is updated
nightly. Search date and time: 2/26/2024 2:46:37
PM
Contact us
How are we doing?
Take our survey!
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hftps://secure.dor.wa.gov/gteunauth/_/*2 2/2
55.1 rto- 0
o �
a
m
�yd ias9 a°y
STATE OF WASHINGTON
BUSINESS LICENSING SERVICE
Thank you for filing online
Our processing time generally takes up to 10 business days. Some endorsements may take more time for state or city
approval. You will receive your business license with approved endorsements in the mail. An updated business license
will be mailed to you when additional endorsements are approved.
Confirmation Number: 0-038-369-746 Filing Date and Time: 02/16/2024 02:38:52 PM
Payment Method: Bank Account
Business Entity Information
Entity Type: Corporation
Name of Entity: MEMBER MARKETPLACE INC
UBI: Not Issued
To get your UBI number, search our website after 10 business days at
licenselookup.wa.gov
Business Location Information
Firm Name:
MEMBER MARKETPLACE INC
Phone Number:
(833) 278-2742 700
Fax Number:
None
Location Address:
1680 WINDING CREEK DR MARION IA 52302-6183
Mailing Address:
1680 WINDING CREEK DR MARION IA 52302-6183
Governing Person
EDILSON CHARLOTTE ANNE
EDILSON ROBERT NEIL
Endorsement(s) Applied For
Begin
End Count
Fee
Tax Registration
02/16/2024
1
$0.00
Federal Way General Business -
02/16/2024
02/28/2025 1
$81.00
Non -Resident
$81.00
Fee Type
Begin
End Count
Fee
BLS Processing Fee
02/16/2024
1
$50.00
$50.00
Grand Total: $131.00
b(L0004
IOWA SECRETARY OF STATE
PAUL D. PATE
CERTIFICATE OF REGISTRATION
Issue Date: 2/16/2024
Name: MEMBER MARKETPLACE INC (490 FP - 588924)
Authorized Date: 12/13/2018
Duration: PERPETUAL
State of Incorporation: DELAWARE
I, Paul D. Pate, Secretary of State of the State of Iowa, custodian of the records of incorporations, certify the following
for the corporation named on this certificate:
a. The entity is registered to do business in this state.
b. All fees, taxes, and penalties owed to this state have been paid.
c. The most recent biennial report required has been filed with the Secretary of State.
Certificate ID: CS281627
To validate certificates visit:
sos.iowa.gov/ValidateCeirtificate
t. 6a�-
Paul D. Pate, Iowa Secretary of State
Statement of
the Incorporator
A document signed by the Incorporator, which
identifies the initial directors of the corporation.
Prepared by Incfile F.
STATE of DELAWARE
STATEMENT and RESIGNATION of the INCORPORATOR
A STOCK/PROFIT CORPORATION
The undersigned, the Incorporator of MEMBER MARKETPLACE INC, who signed and filed its Articles of
Incorporation (or similar organizing document) with the Delaware Secretary of State (or other appropriate state
office), appoints the following individuals to serve as directors of the corporation, who shall serve as directors until
the first meeting of shareholders for the election of directors and until their successors are elected and agree to
serve on the board:
Name and address of each initial director:
CHARLOTTE EDILSON
1680 WINDING CREEK DRIVE,
MARION, IA 52302
ROBERT EDILSON
1680 WINDING CREEK DRIVE,
MARION, IA 52302
Additionally, the undersigned does hereby tender his/her resignation as Incorporator for the Corporation, and from
any and all involvement with, control of, or authority over the Corporation, real or perceived, effective immediately.
Dated: April 3rd, 2018
�'►at�a �i�a,
Marsha Siha, Incorporator
Department of State: Division of Corporations
HOME
Allowable Character:
Entity Details
THIS IS NOT STAi EMENT OF GOOD STANDING
Into ration Date_! 12r2&2011
File Number: 5088201 formation Date: (mmfddlyyyy)
Entity Name: MEMBER MARKETING PARTNERS, INC.
Entity Kind Corporation Entity ype: General
Residency- Domestic State: DELAWARE
REGISTERED AGENT INFORMATION
Name: CORPORATION SERVICE COMPANY
Address: 251 LITTLE FALLS DRIVE 1
City: WILMINGTON County: New Castle
State: DE Postal Code: 19808
Phone: 302-636-5401
Additional Information is available fat a fee. You can retrieve Slalus for a tee of S10.00 or
mare detailed information including current franchise tax assessment. current filing hlstory
and more for a fee of 520.00.
Would you like (.-'Status 0 Status.Tax & History tnformation
Submit
View Search Results New Entity Search
CITY OF
... Federal Way 33325 8" Avenue South, Federal Way, WA 98003
❑New Vendor ❑ Update Form
To add your business to our vendor file, or update information, please complete this form and mail to 33325 8°i Ave South Federal
Wav_ WA 98003 or fax #253-835-2509 or email accountspayabic@cityoffederalway.com
Business firforinadon (as shown on your federal tax return)
1. Business Name: Member Marketplace Inc.
(For office use only) VN#:_
DBA
2. Contact Name: Cherie Edilson
3. Business Address: 1680 Winding Creek Drive Marion, IA 52302
City State Zip Code
4. Remit To Address (if different):
City/State Zip Code
5. Phone#: 833-278-2742 X700 Fax#• E-Mail: cherie(�membermarketpi
6. Will you provide suppplies or service to the City of Federal Way? ❑ Supplies ® Services
7. City of Federal Way Staff/Department Contact Name: Tanja Carter
Business Type (Please Check Mronriate bos for federal tax classification ofnersonlentity entered on line 1)
x❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Government Agency ❑ Trust/Estate ❑ Non -Profit (ifexenvt, Exe vt Payee code)
❑ Sole Proprietor
82-5033763
Federal ID/EIN # (9 digits)
Federal ID # (9 digits) or Social Security Number
If you are not a corporation, is your Business subject to 1099 reporting?
State of Washington U. B. I. #
❑ Yes ❑ No
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) >
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check LLC if the LLC is
classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded
from the owner for US federal tax purposes. Otherwise, a single -member LLC that is disregarded from the owner should check the
appropriate box for the tax classification of its owner.
❑ Other (see instiuctions)>
Exemptions (codes apply only to certain entitles, not individuals; see instruction)
Exempt payee code (if any)
Exemption from FATCA reporting code (if any)
Certification: Under penalties of perjury, I certify that:
l . The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to he issued to me); and
2. I am not subject to backup witholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a Failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup witholding; and
3. I am a US citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that i am exempt from FATCA reporting is correct.
The Internal Revenue Service does not require vour consent to any pravl4an of this document other than the certification re uired to avoid hzrkisp withholding
Signd
Here Signature of U.S. erson > ) • �J' �--' Date > 2/13/2024
For information call: 253.835.2525 or Fax: 253.835.2509 or e-mail: accountsRaayable _ cityoffederalway.com Rev 1 2021
� v ISAM GOV°
Entity Workspace Results 1 Total Results
MEMBER MARKETPLACE INC.
Unique Entity ID: R3QBQKWYIEZ8
CAGE/NCAGE: 9JCP7
Entity Status: Active Registration
Doing Business As:
Physical Address:
1680 WINDING CREEK DR
MARION , IA
52302-6183 USA
Expiration Date:
Feb 12, 2025
Purpose of Registration:
All Awards
Feb 16, 2024 04:46:39 PM GMT