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HomeMy Public PortalAboutC-21-104 - NEARMAP US, INCCONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and NEARMAP US, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND NEARMAP US,INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”)is made and entered into this _37q_day of ,2021 by and between the City of Carson,a California municipal corporation (“Cify”)and Nearmap US,Inc.,a Delaware corporation (“Consultant”).City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.” RECITALS A.City has sought,by issuance of a Request for Proposals,the performance of the services defined and described particularly in Article 1 of this Agreement. B.Consultant,following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement,was selected by the City to perform those services. C.Pursuant to the City of Carson’s Municipal Code,City has authority to enter into and execute this Agreement. D.The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW,THEREFORE,in consideration of the mutual promises and covenants madeby the Parties and contained herein and other consideration,the value and adequacy of which are hereby acknowledged,the parties agree as follows: ARTICLE 1.SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance withall terms and conditions of this Agreement,the Consultantshall provide those services specified in the “Scope of Services”attached hereto as Exhibit “A”and incorporated herein by this reference,which may be referred to herein as the “services”or “work”hereunder. As a material inducement to the City entering into this Agreement,Consultant represents and warrants that it has the qualifications,experience,and facilities necessary to properly perform the services required under this Agreement in a thorough,competent,and professional manner,and is experienced in performing the workand services contemplated herein.Consultant shall at all times faithfully,competently and to the best of its ability,experience and talent,perform all services described herein.Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder andthatall materials will be both of good quality as well as fit for the purpose intended.For purposes of this Agreement,the phrase “highest 01007.0001/725892.1 -l- professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the scope set out in Consultant's Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.0001/725892.1 -2- 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Forty Thousand Eight Hundred Dollars ($40,800) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 01007.0001/725892.1 -3- 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01007.0001/725892.1 -4- ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: N/A (Name) (Title) 01007.0001/725892.1 -5- It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Tank Rahmani, Finance Director, or Cristine Gaiennie, Revenue Manager, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any 01007.0001/725892.1 -6- time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venture or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. 01007.0001/725892.1 -7- (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and, in respect of insurance policies other than workers compensation, shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self -insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, 01007.0001/725892.1 -8- THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] N/A Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 01007.0001/725892.1 -9- (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 01007.0001/725892.1 -10- ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for 01007.0001/725892.1 -11- assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 01007.0001/725892.1 -12- 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or 01007.0001/725892.1 -13- different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, 01007.0001/725892.1 -14- shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that ithas not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection 01007.0001/725892.1 -15- therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are 01007.0001/725892.1 -16- hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials iii/a) 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0001/725892.1 -17- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. CITY: Johh-)W. Carroll, Sr. Chief Deputy City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney [rjl] CITY OF CARSON, a municipal corporation la Davis -Holmes, Mayor CONSULTANT: NEARMAP US, INC., a Delaware corporation By: Name: Title: Address: Horace Wu Assistant General Counsel (Americas) 10897 South River Front Parkway South Jordan, UT 84095 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.0001/725892.1 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2021 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001/725892.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2021 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) PARTNER(S) El LIMITED El GENERAL ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01007.0001/725892.1 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services: Consultant shall provide City with subscription services to allow City to access color, digital orthophotography and oblique imagery ("Products") for the entire city limits of the City of Carson and approximately 2 miles beyond the city limits in all directions. These images will serve as a background to the City's mapping and GIS applications. The Products and services to be provided by Consultant shall include those detailed in the Proposal, including but not limited to, the following: A. Digital Ortho photography encompassing the City and its Sphere of Influence (a GIS extent file will be provided) Approximately 58,000 AC ("Area of Interest" or "AOI"). B. Oblique imagery of the same area with the ability to measure height. C. 3" GSD or better resolution. D. Public display. E. No cap on data consumption.. F. Bi-annual updates or more. G. ArcGIS integration as a mapping service. H. Access to historical imagery if available. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: GIS extent file of digital ortho photography encompassing the AOI via Consultant's website. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: As needed and as reasonably requested by the Contract Officer. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. 01007.0001/725892.1 A-1 V. Consultant will utilize the following personnel to accomplish the Services: A. Jackson Adams, Dedicated Project Account Executive B. Josh Budinger, Government Sales Manager C. Sean Kelly, Survey Operations Director D. Sanchit Agarwal, Senior Technical Director, International Partnerships & Expansion 01007.0001/725892.1 A-2 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) The Agreement is hereby amended as follows (deletions shown in strikethrough and additions shown in bold italics): I. Section 1.1, "Scope of Services," of the Agreement is hereby amended to read in its entirety as follows: "1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances." II. Section 1.8, "Additional Services," of the Agreement is hereby amended to read in its entirety as follows: "1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer and agreed by the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims 01007.0001/725892.1 C-1 for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed." III. Section 1.6, "Care of Work," of the Agreement is hereby deleted and removed from the Agreement in its entirety. IV. Section 2.4, "Invoices," of the Agreement is hereby amended to read in its entirety as follows: "2.4 Invoices. Each month On an annual basis, Consultant shall furnish to City an original invoice fef all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub category), travel, materials, equipment, supplies, and sub contractor contracts. Sub contractor charges shall performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the amounts invoiced work per orme and experses inured are in compliance with the provisions of this Agreement. Except as to any charges for work performcd or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law." V. Section 3.3, "Force Majeure," of the Agreement is hereby amended to read in its entirety as follows: "3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, pandemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's 01007.0001/725892.1 C-2 determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section." VI. Section 3.4, "Term," of the Agreement is hereby amended to read in its entirety as follows: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding four ene (44-) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D")." VII. Section 4.1, "Representatives and Personnel of Consultant," of the Agreement is hereby amended to read in its entirety as follows: "4.1 Representatives and Personnel of Consultant.The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Tony Agresta (Name) VP of North American Sales (Title) It is expressly understood that the experience, knowledge, capability and reputation of the Therefore, the foregoing principals shall be responsible during the term of this Agreement for services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every r asonable effort to maintain the stability and continuity of Consultant's staff and shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance." VIII. Section 5.1, "Insurance Coverages," of the Agreement is hereby amended to read in its entirety as follows: "5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension 01007.0001/725892.1 C-3 thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (d) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (e) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (f) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (g) Professional Liability. Professional liability insurance appropriate to the coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. written evidence of this continuous coverage. Intentionally omitted. (h) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B"." (g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant. 01007.0001/725892.1 C-4 IX. Section 5.2, "General Insurance Requirements," of the Agreement is hereby amended to read in its entirety as follows: "5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and, in respect of insurance policies other than workers compensation, shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self -insured retention. The All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without Consultant providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All—sert-ifterates—shall—name—the—Gity—as—additienal—insured—(pfe4Elift—the—apprepfiate e�dorser ent) and shall �f ....... to the f l owi� aauva ovaaavu�J uaau . CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. {to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's 01007.0001/725892.1 C-5 insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City." X. Section 5.3, "Indemnification," of the Agreement is hereby renamed "General and Intellectual Property Indemnification" and amended to read in its entirety as follows: "5.3 General and Intellectual Property Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; 01007.0001/725892.1 C-6 (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors that perform services under this Agreement and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. Consultant represents and warrants that it owns all intellectual property rights to the Products, as defined in the Scope of Services, and all associated trademarks, and agrees to defend, indemnify, and hold harmless the City and pay all damages (including reasonable attorneys' fees) relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) ("Claims") against City to the extent that such Claims are based upon Consultant's Products (excluding third party products) directly infringing a United States patent, registered United States copyright, or registered United States trademark, provided that the Products are used in compliance with this Agreement. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. WITH RESPECT TO THE INDEMNITIES ABOVE (OTHER THAN THOSE WHICH ARISE FROM IP INFRINGEMENT CLAIMS), IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE CONSULTANT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), EXTRACONTRACTUAL LIABILITY, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THE WORK, OPERATIONS OR ACTIVITIES OF THE CONSULTANT OR THE CITY'S USE OF THE PRODUCTS, THE CONTENT OR SOFTWARE IN CONNECTION WITH THIS AGREEMENT, EXCEED THREE TIMES THE FEES PAID BY THE CITY IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, EXCEPT IN THE EVENT SUCH LIABILITY ARISES OUT OF CONSULTANT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITH RESPECT TO ANY INDEMNITIES THAT ARISE FROM IP INFRINGEMENT CLAIMS, UNLESS LIABILITY ARISES OUT OF CONSULTANT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CONSULTANT'S LIABILITY SHALL EITHER BE: (A) AN AMOUNT NOT TO EXCEED $1,000,000, OR (B) AN AMOUNT COVERED BY INSURANCE UNDER SECTION 5.1 OF THIS AGREEMENT, WHICHEVER IS HIGHER. NOTWITHSTANDING THE 01007.0001/725892.1 C-7 IMMEDIATELY PRECEDING SENTENCE, THERE SHALL BE NO LIMITATION OF LIABILITY WITH RESPECT TO INDEMNITIES THAT ARISE FROM A CLAIM OF A THIRD PARTY AGAINST THE CITY THAT THE CITY'S USE OF THE PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT INFRINGES THAT THIRD PARTY'S COPYRIGHT." XI. Section 6.1, "Records," of the Agreement is hereby amended to read in its entirety as follows: "6.1 Records. To the extent Consultant does so in the ordinary course of its business, Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records, with thirty (30) days prior written notice, in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act." XII. Section 6.3, "Ownership of Documents," of the Agreement is hereby renamed "Grant of License," and amended to read in its entirety as follows: "6.3 Grant of License . Consultant grants to City, its employees, officials, and agents a limited, non-exclusive, non- transferrable license for the Term to use the Products as described in the Scope of Services, including, without limitation, the right to produce and use derivative works. There will not be any limitations on the number of City users authorized to use the Products. The license is granted only to the City. The City must not distribute, transfer, resell, assign, rent, lease or sublicense any Product or any of the City's rights under the license without the Consultant's prior written consent. Unless otherwise provided in this Agreement, this will include not making any Product available in any medium or manner to any third party (including the City's subsidiaries and affiliates). The City may make Consultant Products available to any employee, subject to that person complying with the terms of this Agreement as if they were a party to it. The City is responsible and liable for any such party who uses the City's account access details or uses Products made available to the City in breach of this Agreement. All drawings, specifications, maps, designs, photograph^ studie^ s s dat^ notes ^ „ter files, rep rts, records, documents and other materials (the "documents and materials") prepared by 01007.0001/725892.1 C-8 Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City." XIII. Section 6.4, "Confidentiality and Release of Information," of the Agreement is hereby deleted and removed from the Agreement in its entirety. XIV. Section 7.7, "Termination Prior to Expiration of Term," of the Agreement is hereby amended to read in its entirety as follows: "7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without for cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be a such shorter time if awe determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without for cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be a suell shorter time if determined by as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Upon termination of this Agreement by City due to Consultant's default, any pro -rated Contract Sum paid for any year of the Term shall be refunded to City.Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without --cause purssucn t to this Sego the terminating party need not provide the non terminating party with the opportunity to cure pursuant to Section 7.2." 01007.0001/725892 1 C-9 XV. Section 7.8, "Termination for Default of Consultant," of the Agreement is hereby deleted and removed from this Agreement in its entirety. XVI. The following additional terms and conditions apply in respect of all of the Consultant's Products: (1) The City must not conduct machine learning work which includes but is not limited to any: (a) machine learning models (including the model form and model parameters); (b) outputs of machine learning models; (c) software that processes or transforms input data for training a machine learning model or getting a prediction from a machine learning model into a format suitable for training or making such prediction; or (d) software used to train a machine learning model or compute outputs of a machine learning model for a given set of input data. (2) Except as expressly permitted under this Agreement, the City is not permitted to: (a) use its access to the Products under this Agreement for the purposes of creating a database of imageries for resale, distribution, sub -license or other commercial purposes and mass downloads or bulk feeds of any imagery; and (b) pre -fetch, retrieve, cache, index, or store any content or portion of the Products. XVII. The following additional terms and conditions apply in respect of public display of the Consultant's Products: (1) During the Term of the Agreement, the City is permitted to publish extracts of static imagery contained within the Product ("Static Imagery") on the City's public facing website subject to the following: (a) on a single domain ("City Website"); (b) web map view only which includes but is not limited to ArcGIS Online ("WebMap"); (c) the extract of the Static Imagery that may be published must be in some way connected to the City and its ordinary course of business. For the avoidance of doubt, the City is expressly prohibited from publishing all imagery that may be accessible through the Product on the City Website and the Webmap; (d) no export tools for the Static Imagery is to be made available through the WebMap and/or the City Website; (e) the Static Imagery displayed must not be accompanied by drawing or measuring tools; (f) the City must use online solutions for integrating the Static Imagery into the WebMap and/or to the City Website which are made available by Nearmap from time to time, which at the Commencement Date is through an application programming interface for ArcGIS Online; (g) the City must acknowledge Nearmap in accordance with the Agreement where the Static Imagery is displayed on the City Website and WebMap; (h) the City is not restricted on the vintage of the Static Imagery which may be displayed on the City Website and Webmap; 01007.0001/725892.1 C-10 (i) the extracts of the Static Imagery displayed on the WebMap and/or the City Website should not be degraded. But the zoom level of the Static Imagery is restricted to Level 20 (6 inch imagery resolution) or 1:564 Map Scale; and (j) it is the City's responsibility to implement the zoom restriction set out in section 1(i) of these terms. (2) The City must use commercially reasonable efforts to prevent unauthorized use of, access to and exporting of any Static Imagery through the City's Website by any of its users. C-11 01007.0001/725892.1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall provide the following services and products at the following rates: Proposed Product Subscription Cost Vertical (Orthogonal), Oblique Imagery including Panorama Imagery (sub -2.8" resolution); includes Existing Nearmap coverage for Vertical (Orthogonal) and Oblique Imagery Included with licensing Tier 2 Enterprise Site Licenses for Orthogonal Imagery unlimited access for staff to Web Based Product - MapBrowser Includes access to historical Vertical Imagery $7,950.00 per year Enterprise Site Licenses for Oblique Imagery access for staff to Web Based Product / Application MapBrowser Includes access to any historical Oblique Imagery $1,000.00 per year Software Maintenance and System Support Services Included at no additional cost Training Included at no additional cost Public Display Rights to publicly display imagery $1,250.00 per year TOTAL $10,200 per year II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. N/A IV. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. V. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all charges. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all travel properly charged to the Services. 01007.0001/725892.1 C-12 VI. The total compensation for the Services shall not exceed $40,800, as provided in Section 2.1 of this Agreement. 01007.0001/725892.1 C-13 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: Tasks will be continuous, on -going and as directed by the Contract Officer. II. Consultant shall deliver the following tangible work products to the City by the following dates. GIS extent file of digital ortho photography encompassing the City and its Sphere of Influence III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0001/725892.1 D-1 A`ofRD CERTIFICATE OF LIABILITY INSURANCE DATE A E(MM/D02 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services, Inc of Florida 1001 Brickell Bay Drive, Suite #1100 Miami, FL 33131-4937 CONTACT Aon Risk Services, Inc of Florida NAME: PHONE FAX LAIC, No, Eat): 800-743-8130 (NC, No): 800-522-7514 MAIL ADDRESS: ADRCOLCenter@Aon.com INSURERS) AFFORDING COVERAGE NAIC # INSURER A : AIU Insurance Company 19399 INSURED ADP TotalSource DE IV, Inc 10200 Sunset Drive Miami, FL 33173 VC/F NEARMAP US INC. 10897 S River Front Parkway, Suite 150 South Jordan, UT 84095 INSURER B INSURER C INSURER D : INSURER E INSURER F : CERTIFICATE NUMBER: 3607019 • 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. LIMITS SHOWN ARE AS REQUESTED. INSR LTR TYPE OF INSURANCE ADD), INSR SUBR WVD POUCY NUMBER POLICY EFF (MM1DD/YYYY) POLICY EXP (MM/DO/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY OCCUR EACH OCCURRENCE $ CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) S MED EXP (Any one person) $ PERSONAL 8 ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ AUTOMOBILE — — LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Perperson) $ BODILY INJURY (Per accident), $ PROPERTY DAMAGE (Per accident) $ $ _ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEC RETENTION S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WC 038365001 CA 07/01/2021 07/01/2022 X STATUTEPER OTH E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) All worksite employees working for NEARMAP US INC., paid under ADP TOTALSOURCE, INC's payroll, are cove ed under the above stated policy. CERTIFICATE HOLDER City of Carson, CA Attn: Alexander Rocco 701 E. Carson Street Carson, CA 90745 APPROVED rn 7/7/2021 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE .7' i�LM� wYu.�,. CANCELLATION ACORD 25 (2016/03) 988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Lure 002157 90011450500 6 02 02 0 0000 0 000 • 11,110C NEARUSI-01 RSALTZ ,4COR>o CERTIFICATE OF LIABILITY INSURANCE 4.------ 5/13/2021 DAT D/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # CA#0658748 AHT Insurance 20 S. King Street Leesburg, VA 20175 CONTACT NAME: PHONE (A/c, No, Ext): (703) 777-2341 sac, No):(703) 771-1852 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Federal Insurance Company 20281 INSURED Nearmap US Inc. 10897 S River Front Parkway, Suite 150 South Jordan, UT 84095 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR INSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X 99508189 11/30/2020 11/30/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR PREMISESE O(Eaoccu RENTED $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG Included $ $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY X SCHEDULED AUTOS NON-OWNED X X 73585803 11/30/2020 11/30/2021 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 79885193 11/30/2020 11/30/2021 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 X DED RETENTION $ 0 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN N /A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City, its elected and appointed officers, employees and agents are included as Additional Insureds under General and Auto Liability with a Waiver of Subrogation. A Waiver of Subrogation applies under General and Auto Liability in favor of the City, its officers, employees and agents and their respective insurers. The insurance company will provide a 30 day notice of cancellation, 10 days for non-payment of premium. CERTIFICATE HOLDER CANCELLATION City of Carson, CA 701 E Carson Street Carson, CA 90745 APPROVED RO 7/7/2021 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number (20)7358-58-03 COMMON POLICY CHANGE ENDORSEMENT Endorsement No. 003 Named Insured NEARMAP US INC. Effective Date: 05-13-2021 12:01 A.M., Standard Time Agent Name ARMFIELD, HARRISON & THOMAS, INC. /GAB Agent No. 18796-000 This endorsement will not be used to decrease coverages, increase rates or deductibles or alter any terms or conditions of coverage unless at the sole request of the insured. COVERAGE PART INFORMATION —Coverage parts affected by this change as indicated by x below. Commercial Property Commercial General Liability Commercial Crime Commercial Inland Marine COMMERCIAL AUTOMOBILE NO CHARGE X The following item(s): Insured's Name Policy Number Effective/Expiration Date Payment Plan Additional Interested Parties Limits/Exposures Covered Property/Located Description Rates Insured's Mailing Address Company Insured's Legal Status/Business of Insured Premium Determination Coverage Forms and Endorsements Deductibles Classification/Class Codes Underlying Exposure F-7 is (are) changed to read {See Additional Page(s) ). THE POLICY IS AMENDED AS FOLLOWS: AMEND FORMS THE FOLLOWING FORM(S) HAS BEEN AMENDED: 16-02-0306 05-11 NOTICE OF CANC 0/T NON PAY SCHEDULED PER CA 04 44 10-13 WVR OF TRNSFR OF RGHTS OF RCVRY AGNST CA 20 48 10-13 DESIGNATED INSURED The above amendments result in a change in the premium as follows: This premium does not include taxes and surcharges. pi No Changes ❑ To be Adjusted at Audit Additional NO CHARGE Return NO CHARGE Tax and Surcharge Changes Additional Return AUTHORIZED AGENT 16-02-0212 (01/97) Policy Number (20)7358-58-03 COMMON POLICY CHANGE ENDORSEMENT Endorsement No. 003 Named Insured NEARMAP US INC. Agent Name ARMFIELD, HARRISON & THOMAS, INC./GAB Effective Date: 05-13-2021 12:01 A.M., Standard Time Agent No. 18796-000 POLICY CHANGES ENDORSEMENT DESCRIPTION (CONT'D) ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME 16-02-0212 (01/97) POLICY NUMBER: (20) 7358-58-03 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): SAN DIEGO GAS & ELECTRIC COMPANY 8326 CENTURY PARK CT. SAN DIEGO, CA 92123 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: (20) 7358-58-03 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): CITY OF TACOMA 747 MARKET STREET TACOMA, WA 98402 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: (20) 7358-58-03 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): CITY OF CARSON, CA ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES AND AGENT 701 E CARSON STREET CARSON, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the loss" under a contract with that person or organization. CA 04 44 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): WAL—MART STORES, INC. Address: 702 SW 8TH STREET BENTONVILLE, AR 72716 Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 1 of 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): HILLSBOROUGH HCPA Address: 601 E. KENNEDY BLVD. 15TH FLOOR TAMPA, FL 33602 Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 1 of 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): BRANDYWINE ACQUISITION PARTNERS LP ATTENTION: ASSET MANAGER Address: 1676 INTERNATIONAL DRIVE, SUITE 1350 TYSONS, VA 22102 Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 1 of 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): BRANDYWINE REALTY TRUST Address: ATTENTION: PROPERTY MANAGER 1676 INTERNATIONAL DRIVE, SUITE 1350 TYSONS, VA 22102 Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 1 of 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): CITY OF CARSON, CA ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES AND AGENT Address: 701 E CARSON STREET CARSON, CA 90745 Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 1 of 1 POLICY NUMBER: (20) 7358-58-03 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): CITY OF TACOMA 747 MARKET STREET TACOMA, WA 98402 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 0 Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: (20) 7358-58-03 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): CITY OF CARSON, CA ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES AND AGENT 701 E CARSON STREET CARSON, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph AA. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 Customarq Series C H U B Bm Customarq Classic Insurance Program Premium Bill Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 Portion of total premium attributable for terrorism and statutory standard fire where applicable is $ 2.00 PLEASE SEND PAYMENT TO AGENT OR BROKER. Additional Date Payment Due Premium MAY 13, 2021 $ 140.00 TOTAL WHEN SENDING PAYMENT, PLEASE INDICATE POLICY NUMBER ON YOUR CHECK. NOTE: PLEASE RETURN THIS BILL WITH PAYMENT AND INCLUDE ANY ADDITIONAL CHANGES. IF THIS ENDORSEMENT HAD BEEN IN EFFECT FOR A FULL YEAR THE RETURN OR ADDITIONAL PREMIUM WOULD HAVE BEEN: $ 253 Multiple form changes Producer: ARMFIELD, HARRISON & THOMAS, INC./GAB 20 SOUTH KING STREET LEESBURG, VA 20175-0000 $ 140.00 lastoags Form 80-02-9020 (Ed. 4-94) Premium Bill Page 1 C H U B Bm Liability Insurance Schedule of Forms Policy Period Effective Date Policy Number Insured NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 MAY 13, 2021 9950-81-89 GAB NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued ...... ........ MAY 21, 2021 The following is a schedule of forms issued as of the date shown above: Edition Form Number Date 80-02-2322 80-02-2362 80-02-6541 80-02-8269 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 80-02-2367 Form Name 4-94 DEFENSE OUTSIDE LIMITS 4-01 CONDIITON-WAIVER OF TRANS./RIGHTS OF RECOVERY 3-05 CONDITION - PREMIUM AUDIT 3-09 COVERAGE TERRITORY, SCHEDULED 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION Effective Date 11/30/20 05/13/21 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 11/30/20 03/04/21 03/04/21 03/04/21 03/04/21 03/04/21 03/04/21 03/04/21 03/04/21 03/04/21 05/13/21 05/13/21 05/13/21 05/13/21 05/13/21 05/13/21 Date Issued 09/04/20 05/21/21 09/04/20 09/04/20 09/04/20 09/04/20 09/04/20 09/04/20 09/04/20 09/04/20 09/04/20 12/28/20 12/28/20 12/28/20 12/28/20 12/28/20 12/28/20 12/28/20 12/28/20 03/10/21 03/10/21 03/10/21 03/10/21 03/10/21 03/10/21 03/10/21 03/10/21 03/10/21 05/21/21 05/21/21 05/21/21 05/21/21 05/21/21 05/21/21 continued Form 80-02-2999 (ED. 6-95) Schedule of Forms Page 1 Schedule of Forms (continued) 80-02-2367 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 05/13/21 05/21/21 80-02-2367 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 05/13/21 05/21/21 80-02-2367 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 05/13/21 05/21/21 80-02-2367 5-07 ADDL INSURED -SCHEDULED PERSON OR ORGANIZATION 05/13/21 05/21/21 80-02-0010 4-94 LIABILITY DECLARATIONS 05/13/21 05/21/21 80-02-0431 7-18 VA MAND-YOUR RIGHT TO CLAIM INFO 11/30/20 09/04/20 80-02-2000 4-01 GENERAL LIABILITY 11/30/20 09/04/20 80-02-2062 11-98 EMPLOYEE BENEFITS ERRORS OR OMISSIONS 11/30/20 09/04/20 80-02-2324 11-06 NON -ACCUMULATION OF LIMITS OF INSURANCE 11/30/20 09/04/20 80-02-2336 3-17 EXCLUSION - AIRCRAFT PRODUCTS 11/30/20 09/04/20 80-02-2397 4-01 EXCLUSION - TOTAL POLLUTION 11/30/20 09/04/20 80-02-2653 7-09 PRIMARY NONCONTRIBUTORY -SCHEDULE PERS OR ORG 05/13/21 05/21/21 80-02-2843 8-98 VIRGINIA MANDATORY (EBL) 11/30/20 09/04/20 80-02-6403 1-15 CAP ON CERIIFIhD TERRORISM LOSSES 11/30/20 09/04/20 80-02-6428 8-04 EXCLUSION -PROFESSIONAL LIABILITY, TOTAL 11/30/20 09/04/20 80-02-6528 1-13 EXCL-INFO LAWS INCL UNAUTH OR UNSOLICT COMMUN 11/30/20 09/04/20 80-02-6552 5-05 EXCL ASBESTOS,SILICA,SIM CMPD INCL MIXED DUST 11/30/20 09/04/20 80-02-6839 3-03 VA MAND-SUBSDRY OR NWLY ACQ OR FORMD ORGANIZA 11/30/20 09/04/20 80-02-6860 3-04 VA MAND-INVESTIGATION, DEFENSE AND SETTLEMENT 11/30/20 09/04/20 80-02-8201 9-06 DEDUCTIBLES 11/30/20 09/04/20 80-02-8290 5-10 EXCL - INTELLECTUAL PROPERTY LAWS OR RIGHTS 11/30/20 09/04/20 80-02-8423 4-12 EXCLUSION - LOSS OF USE ELECTRONIC DATA 11/30/20 09/04/20 80-02-8425 1-14 EXCL-ALCOHOLIC BEVERAGE TYPE BUSINESSES 11/30/20 09/04/20 80-02-8635 11-17 COV-PROD WTTHDRWL EXP & CRISIS ASSISTANCE EXP 11/30/20 09/04/20 80-02-8739 10-12 VA MANDATORY - EXTENDED REPORTING PERIODS 11/30/20 09/04/20 80-10-9209 7-18 VA MAND - IMPORTANT NOTICE 11/30/20 09/04/20 last page Form 80-02-2999 (ED. 6-95) Schedule of Forms Page 2 CHUBB° Liability Insurance Declarations Named Insured and Mailing Address NEARMAP US INC. 10897 S RIVER FRONT PKWY #150 SOUTH JORDAN, UT 84095 Chubb Group of Insurance Companies 202B Hall's Mill Road Whitehouse Station, NJ 08889 Policy Number 9950-81-89 GAB Effective Date MAY 13, 2021 Issued by the stock insurance company indicated below, herein called the company. FEDERAL INSURANCE COMPANY Producer No. 0018796 Incorporated under the laws of INDIANA Producer ARMFIELD, HARRISON & THOMAS, INC./GAB 20 SOUTH KING STREET LEESBURG, VA 20175-0000 Policy Period From: NOVEMBER 30, 2020 To: NOVEMBER 30, 2021 12:01 A.M. standard time at the Named Insured's mailing address shown above. Liability Coverage GENERAL LIABILITY Limit Of Insurance GENERAL AGGREGATE LIMIT $ 2,000,000 (PRODUCTS AND COMPLETED OPERATIONS ARE SUBJECT TO THE GENERAL AGGREGATE) EACH OCCURRENCE LIMIT $ 1,000,000 ADVERTISING INJURY AND PERSONAL INJURY AGGREGATE LIMIT DAMAGE TO PREMISES RENTED TO YOU LIMIT MEDICAL EXPENSES LIMIT Liability Insurance $ 1,000,000 $1,000,000 $ 10,000 Issue Date: MAY21, 2021 continued Form 80-02-0010 (Ed. 4-94) Declarations Page 1 CHUBB' Liability Coverage Limit Of Insurance (continued) EMPLOYEE BENEFITS ERRORS OR OMISSIONS AGGREGATE LIMIT $ 1,000,000 EACH CLAIM LIMIT $ 1,000,000 DEDUC I'IBLE - EACH CLAIM $ 1,000 RETROACTIVE DATE SEPTEMBER 17 , 2014 RATING INFORMATION STATE: NEW YORK COVERAGE NAME: PREM/OPS CLASSIFICATION CODE NUMBER: CLASSIFICATION DESCRIPTION: BLDG/PREM-OFF/PRMS PRIMARILY OCC BY EMPL OF INS -(FOR PROFIT) (THIS CLASSIFICATION INCLUDES PRODUCTS/COMPLETED OPERATIONS) PREMIUM BASIS: AREA: STATE: UTAH COVERAGE NAME: PREM/OPS CLASSIFICATION CODE NUMBER: CLASSIFICATION DESCRIPTION: BLDG/PREM-OFF/PRMS PRIMARILY OCC BY EMPL OF INS -(FOR PROFIT) (THIS CLASSIFICATION INCLUDES PRODUCTS/COMPLETED OPERATIONS) PREMIUM BASIS: AREA: STATE: VIRGINIA COVERAGE NAME: PREM/OPS CLASSIFICATION CODE NUMBER: CLASSIFICATION DESCRIPTION: BLDG/PREM-OFF/PRMS PRIMARILY OCC BY EMPL OF INS -(FOR PROFIT) (THIS CLASSIFICATION INCLUDES PRODUCTS/COMPLETED OPERATIONS) PREMIUM BASIS: AREA: Liability Insurance 61224 7,272 61224 2,265 61224 2,604 Issue Date: MAY21, 2021 continued Form 80-02-0010 (Ed. 4-94) Declarations Page 2 CHUBB° Liability Coverage (continued) Liability Insurance Declarations Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB COVERAGE NAME: PREM/OPS CLASSIFICATION CODE NUMBER: CLASSIFICATION DESCRIPTION: BLDG/PREM-OFF/PRMS PRIMARILY OCC BY EMPL OF INS -(FOR PROFIT) (THIS CLASSIFICATION INCLUDES PRODUCTS/COMPLETED OPERATIONS) PREMIUM BASIS: AREA: STATE: VIRGINIA EMPLOYEE BENEFITS CLASSIFICATION CODE NUMBER: CLASSIFICATION DESCRIPTION: EMPLOYEE BENEFITS E&O PREMIUM BASIS: NUMBER OF EMPLOYEES: Liability Insurance 61224 6,582 00176 10 Chubb. Insured:` Issue Date: MAY21, 2021 last page Form 80-02-0010 (Ed. 4-94) Declarations Page 3 CHUBB° Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Conditions Transfer Or Waiver Of Rights Of Recovery Against Others MAY 21, 2021 Under Conditions, Transfer Or Waiver Of Rights Of Recovery Against Others, the following provision is added: However, we waive any right of recovery we may have against the designated person or organization shown below because of payments we make for injury or damage arising out of your ongoing operations or done under a contract with that person or organization and included in the products -completed operations hazard. This waiver applies to the designated person or organization. Designated Person Or Organization CITY OF TACOMA 747 MARKET STREET TACOMA, WA 98402 CITY OF CARSON, CA ITS ELECIbD AND APPOINTED OFFICERS, EMPLOYEES AND AGENT 701 E CARSON STREET, CARSON, CA 90745 Liability Insurance Condition - Waiver Of Transfer Of Rights Of Recovery continued Form 80-02-2362 (Rev. 4-01) Endorsement Page 1 Liability Endorsement (continued) All other terms and conditions remain unchanged. Authorized Representative Q__0_\,\L: Liability Insurance Condition - Waiver Of Transfer Of Rights Of Recovery last page Form 80-02-2362 (Rev. 4-01) Endorsement Page 2 CHUBB' Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY EMPLOYEE BENEFITS ERRORS OR OMISSIONS Conditions Other Insurance - Primary, Noncontributory Insurance - Scheduled Person Or Organization Liability Insurance NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 MAY 13, 2021 9950-81-89 GAB NEARMAP US INC. FEDERAL INSURANCE COMPANY MAY 21, 2021 Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a written contract or agreement, to provide the person or organization described in the Schedule (that is also included in the Who Is An Insured section of this contract) with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CITY OF TACOMA 747 MARKET STREET TACOMA, WA 98402 CITY OF CARSON, CA ITS ELECTED AND APPOINTED O14FICERS, EMPLOYEES AND AGENT 701 E CARSON STREET, CARSON, CA 90745 Conditions - Other Insurance - Primary, Noncontributory Insurance - Scheduled Person Or Organization continued Form 80-02-2653 (Rev. 7-09) Endorsement Page 1 Liability Endorsement (continued) All other terms and conditions remain unchanged. Authorized Representative Liability insurance Conditions - Other Insurance - Primary, Noncontributory Insurance - Scheduled Person Or Organization last page Form 80-02-2653 (Rev. 7-09) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule COMMONWEALTH BANK OF AUSTRALIA TOWER 1 201 SUSSEX ST SYDNEY NSW 2000 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule NYC DOT ACCO ATTN: NICOLA RAHMAN 55 WATER STREET, 8TH FLOOR NEW YORK, NY 10041 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B B0 Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organisations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule BRANDYWINE ACQUISITION PARTNERS LP ATTENTION: ASSET MANAGER 1676 INTERNATIONAL DRIVE, SUITE 1350 TYSONS, VA 22102 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 CHUBB° Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule BRANDYWINE REALTY TRUST ATTENTION: PROPERTY MANAGER 1676 INTERNATIONAL DRIVE, SUITE 1350 TYSONS, VA 22102 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 CHUBB') Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CESC GATEWAY TWO LIMITED PARTNERSHIP 4445 WILLARD AVE STE 400 CHEVY CHASE, MD 20815 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B B0 Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 • This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule STATECOURT ENTERPRISES, INC. C/O KOEPPEL ROSEN LLC PO BOX 334 - LENOX HILL STATION NEW YORK, NY 10021 ATTN: PROPERTY MANAGER All other terms and conditions remain unchanged. Authorized Representative Q__,\V:_, Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CITY OF MORENO VALLEY, THE CITY OF MORENO VALLEY COMMUNITY SERVICES DISTRICT, AND THE MORENO VALLEY HOUSING AUTHORITY, THEIR OFFICERS, EMPLOYEES AND AGENTS 14177 FREDERICK STREET PO BOX 88005 MORENO VALLEY, CA 92552 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This ]imitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB° Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CITY OF TACOMA 747 MARKET STREET TACOMA, WA 98402 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B B® Liability insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organisations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organisation to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule THE CITY OF MENIFEE, ITS OFFICERS, AGENTS, AND EMPLOYEES 29844 HAUN ROAD MENIFEE, CA 92586 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 Effective Date MAY 13, 2021 Policy Number 9950-81-89 GAB Insured NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured, the following provision is added. Who Is An Insured Additional Insured - Scheduled Person Or Organization Persons or organisations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organ ration to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule CITY OF CARSON, CA ITS ELECTED AND APPOINTED OIF10ERS, EMPLOYEES AND AGENT 701 E CARSON STREET, CARSON, CA 90745 All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or Organization last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 CHUBB° Policy Conditions Schedule of Forms Policy Period Effective Date Policy Number Insured NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 MAY 13, 2021 9950-81-89 GAB NEARMAP US INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 21, 2021 The following is a schedule of forms issued as of the date shown above: Form Number Edition Date Form Name Effective Date Date Issued 80-02-9779 80-02-9001 80-02-9090 80-02-9301 80-02-9726 80-02-9733 80-02-9790 80-02-9801 99-10-0732 99-10-0786 99-10-0792 99-10-0872 3-11 NOTICE OF CANCEL SCHED PERSONS/ORG EXCPT NP 6-98 HOW TO REPORT A LOSS 6-05 COMMON POLICY CONDITIONS 2-98 NAMED INSURED 9-05 VA CANCEL FRST NAMD INSD & WHEN WE DO NOT RNW 4-94 VIRGINIA MANDATORY - 111'LES OF PARAGRAPHS DEL 3-12 COND - CIVIL UNIONS OR DOMESTIC PARTNERSHIPS 12-08 INSURING AGREEMENT - VIRGINIA 1-15 NOTICE TO POLICYHOLDERS-TRIPRA 1-04 IMPORTANT NOTICE REGARDING YOUR INSURANCE 9-04 IMPORTANT NOTICE - OFAC 6-07 AOD POLICYHOLDER NOTICE 05/13/21 05/21/21 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 11/30/20 09/04/20 last page Form 80-02-9999 (ED. 6-95) Schedule of Forms Page 1 CHUBB' Policy Conditions Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Conditions Notice Of Cancellation To Scheduled Persons Or Organizations When We Cancel Policy Conditions NOVEMBER 30, 2020 TO NOVEMBER 30, 2021 MAY 13, 2021 9950-81-89 GAB NEARMAP US INC. FEDERAL INSURANCE COMPANY MAY 21, 2021 Under Conditions, the following condition is added. When we cancel this policy for any reason, other than non-payment of premium, we will notify person(s) or organization(s) shown in the Schedule at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • impose any liability or obligation of any kind upon us; or invalidate such cancellation. Schedule Person(s) or Organization(s): Address: Person(s) or Organization(s): Address: WAL-MART STORES, INC. 702 SW 8TH STREET BENTONVILLE, AR 72716 HILLSBOROUGH HCPA 601 E. KENNEDY BLVD, 15TH FLOOR TAMPA, FL 33602 Notice Of Cancellation To Scheduled Persons Or Organizations (Except Non -Payment Of Premium) continued Form 80-02-9779 (Ed. 3-11) Endorsement Page 1 Conditions (continued) Person(s) or Organiiation(s): BRANDYWINE ACQUISITION PARTNERS LP ATTENTION: ASSET MANAGER Address: 1676 INTERNATIONAL DRIVE, SUITE 1350 TYSONS, VA 22102 Person(s) or Organiiation(s): BRANDYWINE REALTY TRUST ATTENTION: PROPERTY MANAGER Address: 1676 INTERNATIONAL DRIVE, SUITE 1350 TYSONS, VA 22102 Person(s) or Organiiation(s): CESC GATEWAY TWO LIMITED PARTNERSHIP Address: 4445 WILLARD AVE STE 400 CHEVY CHASE, MD 20815 Person(s) or Organization(s): CITY OF CARSON, CA ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES AND AGENT Address: 701 E CARSON STREET, CARSON, CA 90745 All other terms and conditions remain unchanged. Authorized Representative Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non -Payment Of Premium) last page Form 80-02-9779 (Ed. 3-11) Endorsement Page 2 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF NEARMAP US, INC. The undersigned, being all the members of the Board of Directors (the "Board') of Nearmap US, Inc. a Delaware corporation (the "Company") pursuant to section 141(f) of the Delaware General Corporation Law, hereby adopt the following resolutions by unanimous written consent in lieu of a regular meeting, which resolutions shall be deemed adopted when all the members of the Board have signed this consent. 1. Appointment of Officer RESOLVED, that the following person is hereby appointed as the Company's officer to the office set forth below, to serve until his death, resignation or removal from Office, or until his respective successor is duly appointed and qualified. Assistant General Counsel (Americas) Horace Wu 2. Omnibus Resolutions RESOLVED, that the Company officer is authorized and empowered, in the name and on behalf of the Company, to execute, certify, file and record such additional agreements, documents and instruments as may be or become reasonably necessary or convenient to carry out and put into effect the purposes of the foregoing resolutions all of which have officially been approved by the Board. RESOLVED FURTHER, that any and all actions heretofore taken by the Company officer in the name and on behalf of the Company in furtherance of the preceding resolutions are ratified, approved and adopted. [Signature Page Follows] IN WITNESS THEREOF, this Action by Unanimous Written Consent has been executed by the undersigned as of dates set forth below and shall be effective as of the date when all the members of the Board have signed the Consent. This Consent may be signed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one instrument. Dated: Dated: Dated: 7. t Robert Melville Newman 7/ li 2�i� w David Watt atric : ph