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HomeMy WebLinkAboutTVHS20-01 Electricbaby Subscription AgreementElectricbaby Subscription Agreement 1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of ______________ (the "Effective Date"), by and between Electricbaby, Inc., a Colorado limited liability company ("Electricbaby"), and The Valley Home Store, LLC a Colorado limited liability company ("Customer" or “VHS”). Electricbaby and Customer are each referred to herein as a "Party " and are collectively referred to as the "Parties." RECITALS WHEREAS Electricbaby is the owner of a hosted solution known commercially b y the name “Electricbaby,” which is designed to provide online homeownership applications and facilitate staff review and determination of eligibility; and WHEREAS Customer desires to access the Solution (as defined below), and Electricbaby desires to provide such access to Customer; and WHEREAS the Customer desires that Electricbaby provide to Customer it with certain professional services related to the implementation, development and support of the Solution; and WHEREAS this Agreement shall govern the relationship between Electricbaby and Customer in connection with the Services, as defined below. TERMS NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1.Definitions 1.1 “Applicant” refers to the online authentication and application portals. 1.2 “Documentation” means the Electricbaby user materials available online at www.electricbaby.com. 1.3 “End User” means an employee, independent contractor or consultant of Customer and licensed Customer Salesforce user that accesses the Solution internally via authorized links from Salesforce. 2. Solution, Access to Solution and Documentation 2.1 Solution. The solution is a web-based, software as a service, online homeownership application tool known commercially by the name “Public House Online Housing Applications” that features dual factor applicant authentication, application interface, supporting document upload management, staff tools for document review and program eligibility determination. Customers have specific capabilities to customize and brand the online homeownership application DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 11/23/2020 TVHS20-01 Electricbaby Subscription Agreement 2 experience. Each Customer’s configuration is saved in the Solution. The Public House Online Housing Application consists of externally hosted authentication and application portals that integrates with a Salesforce Managed Package installed in VHS’s Salesforce account, a Salesforce unmanaged package that contains the declarative functionality customized for VHS’s specific application process and all updates, bug fixes, and new releases of the Public Housing Online Housing Application that are released by Electricbaby. The Solution is designed to work specifically with the Homekeeper’s affordable homeownership app for Salesforce. Application and Applicant Household information are stored in the Homekeeper data structures, inside Salesforce. Homekeeper licensing is not included. The Solution does not persist any applicant data. The Solution requests applicant data from the Customer’s Salesforce instance for applicant identity authentication and to load an applicant’s existing application data into the solution’s Application Portal. The solution updates application data in the Customer’s Salesforce instance when an applicant saves/updates their application. Supporting documents uploaded by the applicants are delivered directly to the customer's cloud storage. No applicant or application data is stored in the Solution. The authentication and application portals live on the Heroku platform. An Applicant creates subdomains that point to the Heroku Servers. Electricbaby stores the Customer's Salesforce Org ID and custom REST API endpoint address where it will make the communications request. An Applicant uses dual-factor authentication to access the application portal. During the authentication process, the Customer's Salesforce creates an encrypted session token that allows the application portal to communicate with the Customer's Salesforce instance. The Customer's Salesforce instance only responds to communication requests: •Made over HTTPS (prevents spoofing) •To the custom REST API endpoint address created in the Customer’s Salesforce instance •Originating from the Customer's application portal sub-domain (Whitelisted Cross- Origin Resource Sharing prevents impersonation) •Including the correct encrypted ID •In the correct custom JSON format •Communications with Customer's cloud storage (Google Team Drive) Cloud storage access credentials are created through the secure procedures outlined by the providers. Customer's cloud storage access credentials are stored as Custom Settings in the client's Salesforce. The Application Portal requests these credentials after the Applicant authentication process. The credentials are then used in accordance with the cloud storage providers API to store Applicant's uploads directly and solely to the client's cloud storage. 2.1.1. The Solution integrates with the following external service: Google Drive, Cloud storage for supporting documents HelloSign, Digital signature (subscription included in Solution) DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 3 Twilio, SMS messaging 2.1.2. All integration services are widely regarded as global leaders in security. Their security practices are viewable at the following links. • Salesforce Security https://trust.salesforce.com/en/ • Heroku Security https://www.heroku.com/policy/security • Google G Suite Security https://gsuite.google.com/security 2.1.3 The web-based, external components of the Solution are: Authentication Portal: Where applicants authenticate their identity to gain access to the Application Portal. Customers can define their own URL for the Authentication Portal and customize specific graphic and text properties to brand the portal as their own. Application Portal: Applicants enter/update/review all household information and financial details, upload their supporting documents and digitally sign their completed applications in the Application Portal. Customers have flexibility in customizing the application questions and uploaded supporting documents for multiple programs. Customers can customize Application headers, footers, and certain sections of text in the application. 2.1.4 The components of the Solution installed into the Customer’s Salesforce instance: Salesforce developers ‘package’ their applications so they can be downloaded and installed by many different organizations. There are two types of packages - Managed and Unmanaged. Managed packages differ from unmanaged packages by having some locked components, allowing the managed package to be upgraded later. Unmanaged packages do not include locked components and cannot be upgraded. The Solution includes both a Managed and Unmanaged Package. The Salesforce Managed Package contains the custom fields, apex classes and triggers required to support the online application processes as well as facilitate staff review and determination of eligibility. The managed package will be updated periodically to improve existing functionality, preserve the integrity of the 3rd party integrations and introduce new functionality. Elements that a Customer needs to customize and do not require ongoing upgrades are in the Salesforce Unmanaged Package. These elements include Reports, Email Templates and Process Builders. 2.2 Access Grant. Subject to Customer’s compliance with the terms and conditions of this Agreement, Electricbaby grants to Customer the non-exclusive and non-transferable right and DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 4 subscription during the Initial Term or any Renewal Term to: (a) access and use the Solution only for the purposes of Customer and its affiliates; and (b) access, query input, upload, download, and otherwise use the data inputted by applicant into the form. Customer assumes responsibility for the actions of all End Users and any action by an End User that would be a breach of this Agreement if such action were taken by Customer will be deemed a breach by Customer of the applicable term of this Agreement. 2.3 Services. Electricbaby will provide Customer the implementation and configuration necessary to access the Solution (collectively the “Services”) pursuant to Section 3 of this Agreement. Customer is solely responsible for procuring and maintaining licenses with Salesforce, Homekeeper, and Google Drive. Electricbaby retains services directly for all other integrations, hosting and tools used in the Solution. 2.4 Support. Electricbaby will maintain the Solution and provide the End User support services (“Support”) in accordance with the service levels set forth in Exhibit A. 2.5 Prohibited Uses. Customer and each End User will not: (a) publish or publicly display the Solution or Documentation, or otherwise allow access to the Solution or Documentation by any party other than End Users, unless required by law; (b) incorporate any portion of the Solution or (without Electricbaby’s prior written consent) Documentation into other products or tangible media; (c) create adaptations or derivative works of the Solution or Documentation; (d) use the Solution or Documentation for any uses other than those specified in this Agreement; or (e) attempt to reverse engineer, disassemble, reverse translate, decompile or in any other manner decode any portion of the Solution or its underlying software code. 3. Subscription to Solution 3.1 Scope of Services. Customer is subscribing to the Solution which includes Electricbaby providing maintenance, hosting, integration and other professional services related to the Solution, as such services are more fully described in this Agreement and its Exhibits (all of which also constitutes the “Services”). Electricbaby will complete the Services in accordance with the specifications set forth in this Agreement. If either Party desires to make changes to such specifications during the Term, such Party will so notify the other Party, and the Parties may mutually agree in writing on requested adjustments, if any, to the other terms of this Agreement required to accommodate such changes. 3.2 Subcontracting. Electricbaby may subcontract or otherwise permit third parties to perform any Services or provide any deliverables under this Agreement. Electricbaby remains responsible for the performance of all Services required under this Agreement in accordance with its terms. 3.2.1 Electricbaby will ensure that its personnel and any subcontractors will, whenever on Customer’s premises, obey all reasonable instructions and directions issued by Customer and comply with all applicable safety and security regulations. 3.2.2 If Electricbaby or subcontractor requires use of Customer’s data, it shall DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 5 only use such data for the purpose of fulfilling its duties under this Agreement and for Customer’s sole benefit, and will not share such data with or disclose it to any third party without the prior written consent of Customer or as otherwise required by law. By way of illustration and not of limitation, Electricbaby or subcontractor will not use such data for Electricbaby’s or subcontractor’s own benefit and, in particular, will not engage in “data mining” of data or communications, whether through automated or human means, except as specifically and expressly required by law or authorized in writing by Customer. 3.2.3 Electricbaby will provide access to data only to Electricbaby personnel or subcontractor who need to access the data to fulfill Electricbaby’s obligations under this Agreement. Electricbaby or subcontractor will ensure that, prior to being granted access to the data, Electricbaby personnel or subcontractor who perform work under this Agreement have all undergone and passed criminal background screenings; have successfully completed annual instruction of a nature sufficient to enable them to effectively comply with all data protection provisions of this Agreement; and possess all qualifications appropriate to the nature of Electricbaby’s or subcontractor’s duties and the sensitivity of the data they will be handling. 3.3 Configuration. Customer acknowledges that all configurations of the Solution are based on the feature-set and configurability available in the then-current production environment. This is a hosted solution that loads each client’s specific configuration to customize the environment to their specifications. Using in part background information provided by Customer, Electricbaby will configure the Solution. The configuration/implementation Services will include: 3.3.1 Delivery to Customer of a configured Solution by: (i) building configuration files to adapt the overarching existing system to the Customer’s desired application processes, standards and requirements; and (ii) delivering to Customer training detailing how the Solution can be further optimized for Customer’s other existing programs; 3.3.2 Connection and testing of Salesforce and Google Drive integrations; 3.2.3 Configuring the Solution to reflect the learning gained through Section 3.4(a) above and conducting live working tests on applications to verify the implementation of the Solution; and 3.2.4 Deployment of the configured Solution to Customer and End Users as described in Exhibit B. 3.4 Coordinated Development. Electricbaby and Customer will each designate a primary contact person who will coordinate development of the configured Solution, such Customer designee to be known as the “Customer Support Coordinator.” 3.5 Support and Training. Electricbaby will provide support and training (as further described in this Agreement) to the Customer Support Coordinator. The Customer Support Coordinator will provide support and training to all End Users. In the event that an End User has a question that the Customer Support Coordinator cannot answer, the Customer Support Coordinator may contact Electricbaby for second level support. DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 6 3.6 Additional Services, Future Customizations and Configuration. Electricbaby will provide additional services, future customizations and additional configurations upon Customer request and in accordance with the fee schedule set forth in Exhibit B. Such services must be provided pursuant to a separate approved written agreement by an authorized representative of each Party. 3.8 Audit. Electricbaby grants permission to the County to engage a knowledgeable third party to perform an assessment, audit, penetration test, examination or review of all controls in Electricbaby’s physical and/or technical environment in relation to all data being handled and/or services being provided to the County pursuant to this Agreement. Electricbaby shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transmits data pursuant to this Agreement. The County may require, at County expense, Electricbaby to perform an initial independently conducted penetration test (the “Pen Test”) that at a minimum will include evaluating the shared platform, inter-platform APIs, secret management, and the appropriate separation of tenants. Referenced Pen Testing should follow a standard framework and methodology such as the Open Source Security Testing Methodology Manual (OSSTMM), the Penetration Testing Execution Standard (PTES), the NIST Special Publication 800-115, the Information System Security Assessment Framework (ISSAF) or the Open Web Administration Security Project (OWASP) Testing Guide. Subsequent to the initial Pen Test, Electricbaby shall at its own expense, perform regular independently conducted Pen Tests focused on evaluating the effectiveness of security controls on an ongoing basis. Ongoing Pen Tests will be conducted at an interval of no less than once per year. All Pen Test results shall be forwarded directly from the independent third party organization conducting the Pen Test to the County. Electricbaby will promptly take appropriate measures to mitigate deficiencies identified by a Pen Test in order to meet its obligations under this Agreement. 4. Pricing and Payments 4.1 Generally. The Initial Term shall be for 12 months from the Effective Date of this Agreement. Customer shall pay Electricbaby for access to the Solution and associated Services pursuant to the fee schedule set forth in Exhibit B for the Initial Term. Electricbaby will begin invoicing for subscription fees when Electricbaby promotes a configured Solution to the Customer’s Salesforce production environment and in no case later than sixty (60) days following the Effective Date. 4.2 Extension or Modification. This Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Term”), unless either party notifies the other party that it does not desire to renew this Agreement in writing, at least sixty (60) days before the end of the initial term or any Renewal Term. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Electricbaby shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by Customer for such additional services in accordance with Customer’s DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 7 internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that Customer has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by Customer for such additional services is not timely executed and issued in strict accordance with this Agreement, Electricbaby’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 4.3 Payment on Invoice. For Each Renewal Term, Electricbaby will invoice Customer on an annual basis for the Solution access rights for the upcoming Renewal Term. Electricbaby will invoice Customer on a monthly basis for additional services completed, or percentage completed, as detailed in Exhibit B. Customer will pay such invoices within thirty (30) days after the date of the invoice. All fees are nonrefundable. Past due balances are subject to the lower of one and one-half percent (1.5%) per month interest or the maximum rate allowed by law. 5. Reservation of Rights Except for the rights expressly granted in Section 2, Electricbaby expressly reserves all right, title, and interest in and to the Solution, Documentation, and the Services. Customer agrees that Electricbaby does not, directly or by implication, estoppel or otherwise, grant any other rights to Customer other than those expressly set forth in this Agreement. As between Customer and Electricbaby, the Documentation, the Services, the Solution and its database scheme, and all intellectual property rights associated with the Documentation, the Services, the Solution and its database schema, are and shall be the sole and exclusive property of Electricbaby, subject only to the limited, non-exclusive licenses granted in this Agreement to Customer. 6. Limited Warranties, Disclaimer and Limitation of Liability 6.1 Mutual Warranties. Each Party represents and warrants that: (a) this Agreement has been duly and validly executed and delivered by such Party and constitutes a legal and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (b) to its knowledge, such Party’s execution, delivery and performance of this Agreement will not conflict with or violate any provision of law, rule or regulation to which such Party is subject, or any agreement or other obligation directly or indirectly applicable to such Party or binding upon its assets. Contractor represents and warrants that the Solution and Services provided to Customer under this Agreement shall conform to, be performed, function, and produce results substantially in accordance with the Documentation. 6.2 Electricbaby Warranty: Electricbaby represents and warrants that: 6.2.1. The Solution and Services will conform to applicable specifications, operate in substantial compliance with applicable Documentation, and will be free from deficiencies and defects in materials, workmanship, design and/or performance; 6.2.2. all technology related services will be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards; DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 8 6.2.3 all technology related services will conform to applicable specifications and the Exhibits attached hereto; 6.2.4 Electricbaby has the requisite ownership, rights and licenses to perform its obligations under this Agreement fully as contemplated hereby and to grant to the Customer all rights with respect to the software and services free and clear from any and all liens, adverse claims, encumbrances and interests of any Third Party; 6.2.5. there are no pending or threatened lawsuits, claims, disputes or actions: (i) alleging that any software or service infringes, violates or misappropriates any Third Party rights; or (ii) adversely affecting any software, service or supplier's ability to perform its obligations hereunder; 6.2.6. the Solution and Service will not violate, infringe, or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party; and 6.2.7. the Solution and Service will contain no malicious or disabling code that is intended to damage, destroy or destructively alter software, hardware, systems or data. 6.3 Disclaimer. Except for the express warranties stated in section 6, Electricbaby disclaims all warranties and duties, whether express, implied, statutory or otherwise, including but not limited to implied warranties and duties of merchantability, fitness for a particular purpose, reasonable care, results, lack of negligence, lack of viruses, accuracy or completeness, title, or non- infringement. 6.4 Electricbaby Indemnification. Electricbaby will indemnify, hold harmless, and defend Customer and its officers, directors, and subsidiaries (the “Customer Indemnified Parties”) from any and all third party claims of infringement by the Solution, Documentation or Services of any United States patent, copyright, or trademark, provided that Customer will provide Electricbaby with prompt notice in writing of any claim. Electricbaby shall indemnify and hold harmless Customer, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Customer may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Electricbaby or any of its sub-consultants hereunder; and Electricbaby shall reimburse Customer for reasonable attorney fees and costs, legal and other expenses incurred by Customer in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the Customer to the extent that Customer is liable to such third party for such claims without regard to the involvement of Electricbaby. This paragraph shall survive expiration or termination hereof. 6.5 Insurance. Electricbaby agrees to provide and maintain at Electricbaby’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below. Electricbaby shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, during any warranty period, and for three (3) years after termination of the Agreement. DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 9 6.5.1. Types of Insurance. 6.1.1. Workers’ Compensation insurance as required by law. 6.1.2. Auto coverage as required by law. 6.1.3. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. 6.1.4. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to Customer, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Electricbaby warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. 6.1.5. Technology Errors and Omissions insurance including cyber liability, network security, privacy liability and product failure coverage with limits of $1,000,000 per occurrence and $1,000,000 policy aggregate. Specifically, the insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, Customer, VHS or a third person’s computer, computer system, network or similar computer related property and the data, software and programs thereon. 6.1.6. Other Requirements. 6.1.6.1.The commercial general liability coverage shall be endorsed to include VHS, its associated or affiliated DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 10 entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. 6.1.6.2.Electricbaby’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Electricbaby shall furnish to Customer separate certificates and endorsements for each sub- consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Electricbaby and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Electricbaby and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. 6.1.6.3.Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A- VII. 6.1.6.4.Electricbaby’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Electricbaby’s policy shall contain a waiver of subrogation against Customer. 6.1.6.5.All policies must contain an endorsement affording an unqualified thirty (30) days’ notice of cancellation to Customer in the event of cancellation of coverage. 6.1.6.6.All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. 6.1.6.7. Electricbaby’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit C. Upon request, Electricbaby shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from Customer, and hereby authorizes Electricbaby’s broker, without further notice or authorization by Electricbaby, to immediately comply with any DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 11 written request of Customer for a complete copy of the policy. 6.1.6.8.Electricbaby shall advise Customer in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Electricbaby, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish Customer a new certificate of insurance showing such coverage. 6.1.6.9.If Electricbaby fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to Customer, Customer shall be entitled to immediately terminate this Agreement. 6.1.6.10. The insurance provisions of this Agreement shall survive expiration or termination hereof. 6.1.6.11. The parties hereto understand and agree that Customer is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to Customer, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. 6.1.6.12. Electricbaby is not entitled to workers’ compensation benefits except as provided by the Electricbaby, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Electricbaby or some other entity. The Electricbaby is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 6.1.6.13. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not lessen or limit the liability of the Electricbaby. The Electricbaby shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 12 6.6 Data Protection. Electricbaby shall not access Customer or Eagle County Data, except (1) in response to service or technical issues, (2) for proactive service and problem resolution, (3) for the purpose of performing its obligations under the Agreement this Agreement or (4) at Customer’s written request. Electricbaby agrees to keep confidential all Customer and Eagle County Data, and agrees not to sell, assign, distribute, or disclose any such information to any other person or entity without seeking written permission from Customer and Eagle County. For purposes of this Section, Customer and Eagle County Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with Customer or Eagle County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with Customer or Eagle County and End Users, in the course of using and configuring the Services provided under this Agreement. 6.7 Security Provisions. Electricbaby attests that it has implemented administrative, physical and technical safeguards for its data security that at a minimum meet industry best practices. Electricbaby shall ensure that all such safeguards, including the manner in which data is collected, accessed, transmitted, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. Electricbaby will ensure that security measures are regularly reviewed and revised to address evolving threats and vulnerabilities while Electricbaby has responsibility for County information under the terms of this agreement. Prior to the effective date of this Agreement, and periodically thereafter (no more frequently than annually) at the County’s request, Electricbaby will provide assurance, in the form of a third-party audit report or other documentation (such as the Cloud Security Alliance Consensus Assessments Initiative Questionnaire) acceptable to the County, demonstrating that appropriate information security safeguards and controls are in place. 6.8 Data Breach. Electricbaby will respond to, contain and remediate security incidents, using commercially reasonable efforts, on a 24/7 basis. Electricbaby shall notify Customer of security incidents within twenty-four (24) hours of becoming aware of an actual incident involving Customer or Eagle County Data. An “incident” is a breach of data protection, confidentiality, data integrity or a security compromise of a network or server resulting in the unauthorized access, use, transfer or acquisition of Customer or Eagle County Data. Electricbaby shall inform Customer about incident response activities in reasonable intervals until the incident is resolved, which may include documenting and keeping Customer reasonably informed of all investigative and recovery efforts related to any such incidents, including discovery, investigation and containment, recovery, use of data and experience for gap identification and process improvement, mitigation plans, and cooperation with law enforcement, if legally permissible, as reasonably appropriate. 6.9 Breach Responsibilities. Unless otherwise stipulated, if a data breach is a direct result of Electricbaby’s breach of its contractual obligation to prevent the unauthorized release of Customer or Eagle County Data (a “Data Breach”), Electricbaby shall bear the reasonable and documented costs associated with (1) the investigation and resolution of the Data Breach; (2) Customer’s notifications to individuals, regulators or others as may be required by applicable state law; (3) a credit monitoring service as may be required by applicable state (or federal) law; (4) a DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 13 website or a toll-free number and call center for affected individuals as may be required by applicable state law; and (5) all corrective actions based on root cause. In the case of a breach originating from Customer or Eagle County, Electricbaby will provide reasonable assistance to Customer and/or Eagle County for identification and resolution, but Customer and/or Eagle County will have sole responsibility for any remediation actions, costs and expenses necessary as a result of the Data Breach. 7. Confidentiality 7.1 Confidential Information. “Confidential Information” means all nonpublic information that the Disclosing Party designates as confidential at the time of the disclosure or that, based on the nature of the information or circumstances surrounding its disclosure, the Receiving Party should in good faith treat as confidential. Confidential Information includes, without limitation, the Solution and Documentation. “Disclosing Party” means either Electricbaby or Customer when such Party is disclosing Confidential Information to the other Party under this Agreement. “Receiving Party” means either Electricbaby or Customer when such Party is receiving Confidential Information from the Disclosing Party under this Agreement. Confidential Information does not include information that: (a) was generally known to the public at the time disclosed by the Disclosing Party; (b) became generally known to the public other than through a breach of this Agreement by the Receiving Party after the time of disclosure to the Receiving Party by the Disclosing Party; (c) was in the Receiving Party’s possession free of any obligation of confidentiality at the time of disclosure to the Receiving Party by the Disclosing Party; (d) was rightfully received by the Receiving Party from a third party that was free of any obligation of confidentiality after disclosure by the Disclosing Party to the Receiving Party; or (e) was independently developed by the Receiving Party without reference to or use of Confidential Information disclosed by the Disclosing Party. Electricbaby understands that Customer is a governmental entity and subject to the Colorado Open Records Act as discussed below. 7.2 Permitted Use. The Receiving Party will only use the Disclosing Party’s Confidential Information to fulfill its obligations under this Agreement. The Receiving Party will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except as expressly authorized in this Agreement. The Receiving Party will take reasonable security precautions (at least as protective as the precautions it takes to preserve its own confidential information of a similar nature) to keep the Disclosing Party’s Confidential Information confidential. 7.3 Government Orders. The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law. In such cases, however, the Receiving Party will (a) give the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy (except to the extent the Receiving Party’s compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) disclose only such portion of information as is required by the governmental entity or otherwise required by law, and protect the remainder of the Confidential Information; and (c) at the Disclosing Party’s request and expense, use commercially reasonable efforts to obtain confidential treatment (e.g., by protective order or equivalent) for any Confidential Information so disclosed. DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 14 7.4 No Implied Rights. By disclosing Confidential Information to the Receiving Party, the Disclosing Party does not grant any express or implied rights to the Receiving Party to or under any of the Disclosing Party’s (or any third party’s) patents, copyrights, or trademarks. 7.5 Feedback. Customer may from time to time provide suggestions, comments or other feedback (“Feedback”) to Electricbaby with respect to the Solution, the Documentation, or the Services. Notwithstanding anything to the contrary in this Agreement, all Feedback is and shall be entirely voluntary and shall not, absent separate written agreement, constitute Confidential Information or create any confidentiality obligation for Electricbaby. Electricbaby is free to use, implement and disclose such Feedback as it sees fit, entirely without obligation of any kind to Customer. 7.6 Electricbaby acknowledges that VHS is a local Colorado governmental entity that is subject to certain open records and information laws, including but not limited to the Colorado Open Records Act, which may require disclosure of records and information that qualify as “public records” as defined by such laws, including disclosure of this Agreement. Should VHS determine that records and/or information is disclosable pursuant to the terms of applicable “sunshine” laws, disclosure of such records and/or information shall not be deemed a violation of this Agreement. Electricbaby acknowledges that this Agreement will be posted on VHS’s public agenda and that once approved by VHS, the Agreement will be stored in a database accessible by the general public. Notwithstanding the aforementioned, VHS shall not disclose any Confidential Information designated as propriety by Electricbaby without the express written consent of Electricbaby or upon a court order. 8. Term 8.1 Term. This Agreement will be effective as of the Effective Date, will continue in effect until twelve (12) months after the date Electricbaby delivers to Customer a configured Solution) (“Initial Term”), and will automatically renew for successive additional periods of one (1) year thereafter (“Renewal Term(s)”). The Initial Term together with any Renewal Terms is the “Term.” Ninety (90) days prior to the conclusion of the Initial or any Renewal Term, Supplier will notify Customer of the upcoming expiration and of any change in the fees. In no event shall the fees exceed a 5% increase annually. 8.2 Termination by Either Party For Cause. Either Party may terminate this Agreement at any time if the other Party is in material breach of any warranty, term or condition of this Agreement and has failed to cure that breach within thirty (30) days after written notice thereof. 8.3 Breach as grounds for termination. Any data security breach that results in the unauthorized access, use or disclosure of County Information is a material breach of this Agreement and the County may immediately terminate this Agreement by giving written notice to the Electricbaby. If the County terminates this Agreement due to a data security breach by the Electricbaby, the County shall be entitled to a refund of any monies paid in advance prorated to the effective date of termination. The parties agree that any breach of the confidentiality obligation set forth in the contract may, at the County discretion, result in cancellation of further consideration for contract award and the eligibility for the Electricbaby to receive any information from the County. DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 15 8.4 Post Termination Return and Destruction of Confidential Information. Upon termination, all rights and licenses granted to Customer hereunder will cease and Electricbaby will issue a final invoice to Customer for all Services performed up to the date of termination. Customer will pay such invoice pursuant to Section 4.2 of this Agreement. Electricbaby does not store any Applicant data. As such, there is no data to return to Customer at termination of this Agreement. Applicant Data is the sole responsibility of the Customer. Post termination, the Customer should deactivate any Salesforce licensed users employed by Electricbaby and change their Google Drive credentials. 8.3 Survival. The following Sections will survive any termination or expiration of this Agreement: 2.4, 4 (as to any amounts due and payable by Customer incurred prior to termination or expiration so long as such fees are invoiced within 60 days of termination or expiration), 5, 6, 7, 8, 9 and 11. 9. Independent Contractors; No Agency Nothing in this Agreement will be construed as creating an agency, partnership, joint venture, franchise, or employment relationship between the Parties. Neither Party will have the authority to make any statements, representations or commitments of any kind, or to take any action, binding on the other except to the limited extent (if any) provided for in this Agreement. . 10. Marketing Unless expressly advised otherwise by the Customer, the Customer grants Electricbaby the right to make reference to the existence of this Agreement and to otherwise reference the Customer’s name on Electricbaby’s website. 11. Miscellaneous 11.1 Governing Law, Jurisdiction and Venue. This Agreement, and all claims arising under or related to this Agreement, will be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflict of laws provisions thereof. Any dispute arising under, in connection with, or incident to this Agreement or concerning its interpretation will be resolved exclusively in the state or federal courts located in Summit County, Colorado. 11.2 Severability. If a court of competent jurisdiction holds any term, covenant or restriction of this Agreement to be illegal, invalid or unenforceable, in whole or in part, the remaining terms, covenants and provisions will remain in full force and effect and will in no way be affected, impaired or invalidated. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 11.3 No Waiver. No waiver of any provision of this Agreement will be effective unless it is in a signed writing, and no such waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion. 11.4 Assignment. Neither Party will assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the immediately preceding sentence, either Party may DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 16 assign this Agreement without the other Party’s prior written consent as part of a merger, consolidation, or a sale or transfer of all or substantially all of the assigning Party’s assets. The assigning Party shall provide the non-assigning Party notice of any attempted assignment. Any attempted assignment in violation of this Section will be voidable at the option of the nonassigning Party within sixty (60) days following receipt of notice of such assignment. This Agreement will be binding upon, enforceable by, and inure to the benefit of the Parties and their respective and permitted assignees. 11.5 Notices. All notices issued under this Agreement: (a) shall be in writing; (b) shall be hand delivered or sent by registered or certified mail postage paid, return receipt requested or by overnight courier service, postage paid; and (c) will be deemed given as of (i) the day they are delivered by a nationally recognized express delivery service (such as Federal Express or DHL), addressed as set forth below, or (ii) three (3) days after they are deposited in the sender’s national mail system, postage prepaid, certified or registered, return receipt requested. Each notice must be addressed as follows: To: The Valley Home Store, LLC 25 Mill Loft St, Suite 200 Edwards, CO 81632 Attention: Kim Williams Email: kim.williams@eaglecounty.us Phone: (970) 328-8773 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-mail: atty@eaglecounty.us To: Electricbaby, Inc. PO Box 94 Frisco, Colorado 80443 Attn: Franklin Joyce Either Party may change the address above by giving notice to the other Party pursuant to this Section 11.5. 11.6 Force Majeure. Except for payment obligations, neither Party will be liable for any delays to its performance hereunder resulting from circumstances beyond reasonable control including without limitation fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority. 11.7 Entire Agreement. This Agreement is not an offer by either Party and it is not effective until signed by both Parties. This Agreement, including the Exhibits attached hereto, is the entire agreement of the Parties with respect to the Solution and performance of the Services by Electricbaby for and on behalf of Customer and supersedes all prior and contemporaneous communications and proposals, whether electronic, oral or written, between the Parties with DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 17 respect to the Solution and the Services. This Agreement shall not be modified except by written agreement dated subsequent to the date of this Agreement and signed on behalf of the Parties by their respective duly authorized representatives. IN WITNESS HEREOF, the Parties hereto, each acting with proper authority, have executed this Agreement as of the date set forth below. Electricbaby LLC: By: Name: Franklin Joyce Title: CEO & President Address: PO Box 94 Frisco, Colorado 80443 The Valley Home Store, LLC: By: Name: Kim Bell Williams Title: Address: STREET CITY, ST, ZIP DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Eagle, Executive Director Colorado 81631 P.O. Box 850 Electricbaby Subscription Agreement 18 Exhibit A Service Levels and Support 1. Service Levels Availability Electricbaby designed the Solution to be Available on a continuous basis (24x7x365), not including Scheduled Down Time, as defined below. The Solution is not considered “Available” if Customer or its applicants cannot successfully access the Solution due to a malfunction within Electricbaby’s reasonable control. This includes: Authorization Portal access and the ability to retrieve and authenticate applicants. Application Portal access and the ability to retrieve, update and save applicant data, upload and review supporting documents, digitally sign applications, and create PDFs of completed applications. If Electricbaby is responsible for the Solution being Available less than 99% of the time over the course of a calendar month, excluding Scheduled Down Time, Electricbaby will credit Customer’s account the value of one (1) day’s access fees for any partial day the Solution is not Available during that month, not including Scheduled Down Time, up to a maximum credit of one (1) month’s total access fees per month, which credit may not be carried over or applied to any month other than the month following the month in which the credit was accrued. Scheduled Downtime Occasionally Electricbaby will perform routine maintenance and feature, service and performance updates to the Solution. Such periods are known as “Scheduled Down Time.” These updates typically happen every 30 days, last on average less than two (2) hours, and usually occur after business hours (PST). Electricbaby will send email notice of Scheduled Down Time to Customer at least seven (7) days in advance. 2. Support Services Customer will have access to the Documentation, including Electricbaby online help files. PDF versions of relevant sections of the help files are available to all users via a link in Electricbaby. Electricbaby provides email case responses with escalation for critical situations to the Customer Support Coordinator. Email and telephone support includes technical support questions, error and defect reporting, and questions regarding invoicing procedures. Electricbaby will direct End User inquiries to the Customer Support Coordinator unless specific support cases and additional terms are agreed upon in writing between the Customer Support Coordinator and Electricbaby. 3. Maintenance DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 19 Electricbaby will be responsible for preserving the functionality of the solution. This includes modifying the system to adapt to any future changes in Salesforce, Homekeeper, Google Drive, HelloSign, Twilio or any of the development technologies used in the operations of the solutions for the client. Electricbaby is also responsible for the upkeep of any improvements or new features introduced to the solution in the future. 4.Requests to modify core functionality As a distributed development project, ongoing development of the platform will be based on the growth of the customer base and available resources. Clients may fund any enhancements should they require quicker implementation or have a need that would not benefit the larger community. The impact of any requests to modify the core functionality must be taken into consideration for all Public House customers. Requests will be posted to the community and implemented based on consensus. 5. Requests to modify Customer configuration or Salesforce administration Implementation concludes with the Customer's confirmation of the configuration and operation of their applications. Any subsequent requests outside of normal Solution maintenance and operations will be billed at current hourly rate. This includes: • Existing housing programs modifications - questions, branding, communications, application flow, etc. • New housing program configuration/setup • Additional automation - process builders or workflows for field updates, new communications, tasks, etc. • Custom Reports and dashboard Electricbaby is enthusiastic to support any additional Salesforce administration, configuration or custom code development needs. DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 20 Exhibit B Services and Fee Schedule 1. Solution Initial Services (Start-Up) Item Scope One Time fee Stand ard Imple ment ation Requirements Gathering ● Hands on sessions to discuss existing processes though in- person meetings or conference calls with Electricbaby. ● Gather existing examples of applications and supporting documents. ● Participate in system review prior to acceptance. Programs ● Configure one Pre-Application program (without supporting documents or Document Review stages) and one standard program with up to 15 supporting documents and 10 custom questions. Training ● One Customer Support Coordinators orientation & training. ● Two one-hour hands-on staff training session limited to 10 users. $3,000 Plus Travel Total Solution Services (Start-Up) $3,000.00 Invoicing schedule for Solution Services (Start-up): ● Electricbaby will invoice Customer monthly for Solution Services completed, or for the percentage of Solution Services completed. ● Regardless of the implementation schedule, 50% of the total fees for Solution Services (Start-up) Services will be billed within 2 months of the Effective Date and 100% of the total fees for Solution Services (Start-up) Services will be billed within 4 months of the Effective Date. 2. Annual Fee After the Initial Services, each year, Electricbaby shall invoice Customer for the Renewal Term Services. 3. Solution Services (optional) Provided on an as-needed basis; Electricbaby will only proceed with direct approval from Customer. DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 21 Item Fee Application Process Consulting $120.00 per hour Onsite Training $1,000.00 per day, up to 20 users, plus travel Online Training (up to 20 users) $120.00 per hour (minimum 2 hr. commitment) System Re-configuration $120.00 per hour; $50.00 minimum Custom Reporting $120.00 per hour Travel Actual cost Item Scope One-time fee Optio nal Start- up Servi ces Manual Import of Paper Applications ● Import historical paper applications. ● Client will input data into a Electricbaby provided single tab spreadsheet. ● Import current location base, site details & active project data. Client will input data into a Electricbaby provided single tab spreadsheet. $120.00 per hour Data Migration Import ● Electricbaby will review Customer data for consistency, standardization and quality and respond to Customer with any required changes. Any time required for subsequent review or cleaning of data by Electricbaby will be billed hourly. $120.00 per hour Additional Programs beyond 3 provisioned programs ● Supporting documents ● Custom question configuration ● Application portal branding ● Declarative communications $120.00 per hour Additional $500 /year DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Electricbaby Subscription Agreement 22 EXHIBIT C Insurance Certificate DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/09/2020 Hiscox Inc. 520 Madison Avenue 32nd Floor New York, NY 10022 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Electricbaby, Inc. PO Box 94 Frisco, CO 80443 X X A X Y UDC-1779010-CGL-20 07/15/2020 07/15/2021 1,000,000 100,000 5,000 1,000,000 2,000,000 S/T Gen. Agg Eagle County Housing Department Authority - The Valley Home Store, LLS 500 Broadway, PO Box 850 Eagle, CO 81631 DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/28/2020 CYBERPOLICY 855-465-8080 805-367-5676 5655 LINDERO CANYON ROAD SUITE 420 WESTLAKE VILLAGE CA 91362 Lloyd's of London (Hiscox)15792 Electricbaby Inc. P.O. Box 94 Frisco, CO 80443 N EACH CLAIM AGGREGATE LIMIT RETENTION 1,000,000.00 A CYBER PROFESSIONAL LIABILITY MPL4337527.20 3/14/2020 3/4/2021 5.000.00 1,000,000.00 Josselin Leiva Eagle County Housing Department Authority 500 Broadway PO Box 850 Eagle, CO 81631 Certificate Holder is an Additional Insured according to listed coverages for Vicarious Liability. Please refer to endorsement E8845.1 for policy coverage. Y DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12 Administered by Hiscox Inc. 520 Madison Avenue 32nd Floor, New York, NY 10022 (646) 452-2353 Endorsement 9 NAMED INSURED: Electricbaby, Inc. CYBCL-CYB E2002 CW (04/19)Page 1 of 1 HPSENSLNPE15 E8845.1 Additional Insured Endorsement In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed the Cyber Coverage Part is amended as follows: I.The following definition is added to the end of Section III. Who is an insured: means the person(s) or organization(s) listed below:Additional insured The City of Dublin 100 Civic Plaza Dublin CA 94568 Coverage is available for additional insureds solely for their liability arising out of the named insured’s negligence or of those acting on the named insured’s behalf and not for any liability arising out of the sole negligence of the additional insured. II.In the preamble of Section III. Who is an insured, the words “additional insured,” are added after “named insured,”. III.In Section VII. Definitions, the definition of “You, your, or insured” is amended to add the words “additional insured,” after “named insured”. Endorsement effective:04/02/2020 Certificate No.:MPL4337527.20 Endorsement No:9 Processed Date:04/08/2020 Hiscox Inc. Authorized Representative Kevin Kerridge DocuSign Envelope ID: 504881DC-EDB1-4E54-AA7C-A5C1C25FAA12