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HomeMy WebLinkAboutAGMT - Sharp PerformanceMaster SaaS and Services Agreement This Master Sao and Services Agreement (this "Agreement") is entered into effective this I day of 14 vlW Juntil -`( 31St of ZO'zo by and between Sharp Performance Inc., a Delaware corporation ("Sharp Performance") with a place of business at 2659 State Street #100, Carlsbad, CA 92008, and C 1111 OC 5k141, 64rr,, 0- - 1�E :i iii ]i) a municipal corporation ("The Department/The Customer"). Sharp Performance and the Department/Customer are sometimes referred to herein jointly as the "Parties" or singularly as a "Party." RECITALS: WHEREAS, The Department/Customer desires to obtain access to the Services (as defined below) with respect to certain of its information technology needs, for use by its Department and Sharp Performance desires to provide the Services to the Department/Customer, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. SERVICES. 1.1 Purpose. This Agreement sets forth the terms and conditions under which Sharp Performance agrees to provide (i) certain hosted "software as a service" (the "Subscription Services") for certain software applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefor, a "Platform") to Authorized Users, as further set forth and described on each order form (the "Order Form") attached hereto as Schedule A, and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (collectively the "Professional Services", and together with the Subscription Services, referred to herein as the "Services") related to the Department's/Customer's access to, and use of, such Subscription Services and each Platform, as further set forth and described on each statement of services (the "Statement of Work") attached hereto as Schedule B, issued hereunder (Order Forms and Statements of Professional Services are sometimes referred to jointly as a "Statement of Services"). 1.2 The Services; Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, Sharp Performance shall use commercially reasonable efforts to provide (i) the Department/Customer and Authorized Users access to each Platform, and (ii) the Department/Customer the Professional Services. Subject to the terms and conditions of this Agreement, during the Term, Sharp Performance hereby grants the Department/Customer and Authorized Users a non-exclusive, non- sublicensable, non -transferable (except in compliance with Section 16 herein), worldwide license to access and use each Platform, solely for internal business purposes in connection with the Department's/Customer's use of the Services as set forth herein. 1.3 Subscription Services. Each applicable Order Form shall specify and further describe the Subscription Services to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable Platform, user limitations, fees, subscription term and other applicable terms and conditions. 1.4 Professional Services. Each applicable Statement of Work shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions. 1.5 Changes to Platform. Sharp Performance may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Sharp Performance's products or services to its the Departments, (b) the competitive strength of, or market for, Sharp Performance's products or services, (c) such Platform's cost efficiency or performance, or (ii) to comply with applicable law, so long as the utility of the Services to Department/Customer are not diminished below what is specified in the statement of Work. 2. PLATFORM ACCESS AND AUTHORIZED USERS 2.1 Administrative Users. During the configuration and set-up process for each Platform, the Department/Customer will identify an administrative username and password for the Department's/Customer's Sharp Performance accounts. Each member will receive their own individual account with its own unique username and password. Sharp Performance reserves the right to refuse registration of, or cancel usernames and passwords it deems inappropriate. 2.2 Authorized Users. the Department/Customer may allow such number of the Department's/Customer's employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of the Department/Customer as "the Department/Customer Users." Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to a new Authorized User replacing former Authorized Users who no longer require ongoing use of the applicable Platform. 2.3 Authorized User Conditions to Use. As a condition to access and use of a Platform (i) each Authorized User shall agree to abide by the terms of Sharp Performance's end-user terms of use which it may adopt from time to time, (ii) the Department/Customer Users shall agree to abide by the terms of this Agreement, and (iii) Vendor Users shall agree to abide by the terms of the then -current Sharp Performance Vendor Terms of Service applicable to such Platform, and, in each case, the Department/Customer shall ensure such compliance. the Department/Customer shall immediately notify Sharp Performance of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User as provided herein. 2.4 Account Responsibility. With respect to Sharp Performance only the Department/Customer will be responsible for (i) all uses of any account that the Department/Customer has access to, whether or not the Department/Customer has authorized the particular use or user, and regardless of the Department's/Customer's knowledge of such use, and (ii) securing its Sharp Performance account, passwords (including but not limited to administrative and user passwords) and files. Sharp Performance is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords, unless due to the negligence or misconduct of Sharp Performance. 2.5 Use Restrictions. The Department/Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. The Department/Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Platform; (v) use the Services or Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, or (vi) input, upload, transmit, or otherwise provide any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code. 2.6 Reservation of Rights. Sharp Performance reserves all rights not expressly granted to the Department/Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Department/Customer or any third party any intellectual property rights or other right, title, or interest in or to the intellectual property of Sharp Performance. 3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES 3.1 Software Restrictions. The Department/Customer will not, nor knowingly permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover Ur derive the source code, object I.UUe Ur MIUCI lylllg JL1ULLUre, IUedb, krlvw-11UW W dlgUM11I11S relevant to a Platform or any software, documentation or data related to a Platform ("Software"); (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for timesharing or service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user -visible aspects of the Services, are the Confidential Information of Sharp Performance, and the Department/Customer will comply with Section 4 with respect thereto. 3.2 The Department/Customer Compliance. The Department/Customer shall use, and will ensure that all Authorized Users use, each Platform, Software, and the Services in full compliance with this Agreement, Sharp Performance's end-user terms of use and all applicable laws and regulations. The Department/Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to a Platform provided by Sharp Performance, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. Sharp Performance may suspend the Department's/Customer's account and access to each Platform and performance of the Services at any time and without notice if Sharp Performance believes that the Department/Customer is in violation of this Agreement. Although Sharp Performance has no obligation to monitor the Department's/Customer's use of a Platform, Sharp Performance may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing. 3.3 Cooperation. The Department/Customer shall provide all cooperation and assistance as Sharp Performance may reasonably request to enable Sharp Performance to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Sharp Performance with such access to the Department's/Customer's premises and its information technology infrastructure as is necessary for Sharp Performance to perform the Services in accordance with this Agreement. 3.4 Training and Education. The Department/Customer shall use commercially reasonable efforts to cause the Department/Customer Users to be, at all times, educated and trained in the proper use and operation each Platform such the Department/Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by Sharp Performance from time to time. 3.5 The Department/Customer Systems. The Department/Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, web servers and the like. 3.6 Restrictions on Export. The Department/Customer may not remove or export from the United States or allow the export or re- export of the Software or anything related to a Platform, Software or Services, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority. 4. CONFIDENTIALITY. 4.1 Confidential Information. Each Party (the "Receiving Party") understands that the other party (the "Disclosing Party") has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Partv's business (hereinafter referred to as "Confidential Information"). Confidential Information of Sharp Performance includes non-public information regarding features, functionality and performance of each Platform and Software. Confidential Information of the Department/Customer includes non-public data provided by the Department/Customer to Sharp Performance to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by each Platform for the Department/Customer (" The Department/Customer Data"). The total cost of the contract is disclosable by The Department/Customer. 4.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. 4.3 Non-use and Non -disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality and prevent the unauthorized use or disclosure of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement. 4.4 Compelled Disclosure. Notwithstanding Section 4.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law, including the California Public Records Act; provided, however, that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part. 4.5 Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. 5. PROPRIETARY RIGHTS S.1 Ownership. The Department/Customer shall own all rights, title and interest in and to the Department/Customer Data. Sharp Performance shall own and retain all right, title and interest in and to (i) each Platform, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, "Services IP"). To the extent the Department/Customer acquires any right, title or interest in any Services IP, the Department/Customer hereby assigns all of its right, title and interest in such services iP to Sharp Performance. 5.2 The Department/Customer Data and Vendor Information License. The Department/Customer hereby grants to Sharp Performance a non- exclusive, transferable, sublicensable, worldwide and royalty -free license to use and otherwise exploit the Department/Customer Data to provide the Services to the Department hereunder and as necessary or useful to monitor and improve a Platform, Software and the Services, both during and after the Term. "For the avoidance of doubt, Sharp Performance may use, reproduce and disclose Platform-, Software- and Services -related information, data and material that is anonymized, de -identified, or otherwise rendered not reasonably associated or linked to the Department/Customer for product improvement and other lawful, all of which information, data and material will available to Sharp Performance through the existence of the license of Consumer Data. It is the Department's/Customer's sole responsibility to back-up the Department/Customer Data during the Term, and the Department/Customer acknowledges that Sharp Performance will not have access to the Department/Customer Data through Sharp Performance or any Platform following the expiration or termination of this Agreement. 5.3 No Other Rights. No rights or licenses are granted except as expressly set forth herein. 6. FEES & PAYMENT 6.1 Fees. The Department shall pay Sharp Performance the then -applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein ("Fees"), including, for the avoidance of doubt, any fees incurred through the Department's use of a Platform exceeding a services capacity parameter specified on an Order Form. 6.2 Renewal Fees. Upon the commencement of each Renewal Term, (i) the Department/Customer shall be liable to Sharp Performance for payment of a Renewal Fee. Each "Renewal Fee" shall equal the Service Fee or Renewal Fee, as applicable, due to Sharp Performance during previous term as may be increased in Sharp Performance's sole discretion by a percentage up to the Fee Increase Percentage specified on the applicable Order Form; provided, if the Initial Term was greater than one (1) year, for purposes of calculating the initial Renewal Fee the Service Fee shall be prorated to one (1) year. Notwithstanding the foregoing, if the Department/Customer is not liable to Sharp Performance for a Service Fee under an Order Form, no Renewal Fees shall be charged to the Department/Customer with respect to such Order Form. 6.3 Payment. Sharp Performance may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Sharp Performance thirty (30) days after the mailing date of the invoice (unless otherwise specified on the applicable Order Form). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum interest rate permitted by law, whichever is lower, plus all expenses of collection. In addition to any other remedies available, Sharp Performance may suspend Services in the event of payment delinquency. 6.4 Payment Disputes. If the Department/Customer believes that Sharp Performance has billed the Department/Customer incorrectly, the Department/Customer must contact Sharp Performance no later than thirty (30) days after the closing date on the first billing statement in which the alleged error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Sharp Performance's support department or the applicable Account Manager. 6.5 Taxes. All Fees and other amounts payable by the Department/Customer under this Agreement are exclusive of taxes and similar assessments. The Department/Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Department/Customer hereunder, other than any taxes imposed on Sharp Performance's income. 6.6 No Deductions or Setoffs. All undisputed amounts payable to Sharp Performance hereunder shall be paid by the Department/Customer to Sharp Performance in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law. 6.7 Subpoena Expenses. If Sharp Performance has to provide information in response to a subpoena related to the Department's/Customer's account, then Sharp Performance may charge the Department/Customer for Sharp Performance's reasonable costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal process as well as other costs incurred in complying with such legal processes. 7. TERM AND TERMINATION 7.1 Term. This Agreement shall remain in effect until its termination as provided below (the "Term"). The term of each Statement of Services shall begin on the applicable "Services Effective Date" and continue for the "Service Term," in each case as specified in such Statement of Services. Each Order Form may renew for one (1) year periods if the Service Term is equal to or greater than one (1) year, or (ii) periods equal to the Service Term if the Service Term is less than one (1) year (each, a "Renewal Term"), written notice of renewal is received by the Sharp Performance at least sixty (60) days, but not less than thirty (30) days, prior to the expiration of the then current term. 7.2 Termination. Sharp Performance may terminate this Agreement upon written notice to the Department/Customer if no Statement of Services is in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days or as agreed upon by both parties after receipt of written notice of such breach from the non -breaching party. Notwithstanding the foregoing, if the Department/Customer is a state agency or a political subdivision of a state, or a federal agency or a political subdivision of the federal government, or a public entity, the Department/Customer may terminate this Agreement at any time (i) for convenience upon ninety (90) days' written notice to Sharp Performance, or (ii) if adequate funds to pay Sharp Performance all fees owed hereunder are not appropriated to such the Department/Customer during the Term, unless otherwise authorized by law; provided, it is expressly agreed that the Department/Customer shall not activate this non -appropriation provision for its convenience, substitution with another procurement system or solution, or to circumvent the requirements of this Agreement in any way. Sharp Performance reserves the right to terminate this agreement in the event of a merger, reorganization, consolidation, sale of assets, bankruptcy, and/or dissolution of Sharp Performance. 7.3 Effect of Termination. Upon termination of the Agreement, each outstanding Statement of Services, if any, shall terminate and the Department/Customer shall immediately cease all use of, and all access to, the SubscriptionJ1 Sharn elormance sLaIllI :nlllc.-.u.Jl:a., alc,.lLy. eproV.I:U..11:1_1h� Me rnl._U_rIe_s_s_ io_n_a_l-n�..Iu11ru hi Services. If (i) Sharp Performance terminates this Agreement pursuant to the second sentence of Section 7.2, or (ii) the Department/Customer terminates this Agreement pursuant to clause (i) of the last sentence of Section 7.2, all Fees that are earned to the date of termination will become immediately due and payable. 7.4 Survival. Sections [3.1, 4-6, 7.2, 7.4, 9-12, 14-17j shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect. 8. WARRANTY AND DISCLAIMER 8.1 Warranties. Sharp Performance represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, the Department/Customer warrants that (i) the Department/Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Department/Customer Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii) the provision and use of the Department/Customer Data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any the Department's/Customer's privacy policy, terms -of -use or other agreement to which the Department/Customer is a party or any law or regulation to which the Department/Customer is subject to; and (iii) none of the Department/Customer Data will include social security numbers or other government- issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children's Online Privacy Protection Act and the Gramm -Leach -Bliley Act. 8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, SHARP PERFORMANCE DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES SHARP PERFORMANCE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, SHARP PERFORMANCE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF THE DEPARTMENT/CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN SHARP PERFORMANCE AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND SHARP PERFORMANCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 9. INDEMNITY AND INSURANCE. 9.1 Sharp Performance Indemnification. Sharp Performance will defend the Department/Customer against any claim, suit, demand, or action made or brought against the Department/Customer by a third party arising out of or relating to any act, error or omission, negligence, or misconduct of Sharp Performance, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including those alleging that the Services, or the Department's/Customer's use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless the Department/Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney's fees) finally awarded against the Department in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Platform or Service (i) supplied by The Department/Customer, (ii) made in whole or in part in accordance with the Department/Customer specifications, (iii) that are modified after delivery, or granting of access, by Sharp Performance, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where the Department/Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where the Department's/Customer's use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, a Platform is held by a court of competent jurisdiction to be or is believed by Sharp Performance to be infringing, Sharp Performance may, at its option and expense (a) replace or modify such Platform to be non -infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the Department/Customer a license to continue using such Platform, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and the Department's/Customer's rights hereunder and provide the Department/Customer a refund of any prepaid, unused fees for such Platform. This Section states the Department's/Customer's sole and exclusive remedies for claims of infringement. 9.2 Reserved. 9.3 Sole Remedy. THIS SECTION 9 SETS FORTH THE DEPARTMENT'S/CUSTOMER'S SOLE REMEDIES AND SHARP PERFORMANCE'S LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THESE RVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 9.4 Insurance. Sharp Performance shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Sharp Performance, pursuant to this Agreement: commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers' compensation (statutory limits) and employers' liability ($500,000 per accident); cyber liability ($5,000,000 per occurrence) and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). The Department/Customer shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Sharp Performance shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from Department/Customer, and Sharp Performance waives all rights of subrogation with respect to said policies. Such policies shall require that Department/Customer be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. Sharp Performance shall provide Department/Customer with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide Department/Customer with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution. 10. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THIS EXCEPTION DOES NOT APPLY TO INFRINGEMENT CLAIMS. 11. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is governed in all respects by the laws of the State of California, without giving effect to its rules relating to conflict of laws. Any action at law, suit in equity, or judicial proceeding arising out of this Agreement shall be instituted and maintained only in the Superior Court for the County of Orange or the United States District Court for the Central District of California. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Prior to and as a condition of either Party's filing suit in state or federal court, the Parties shall engage in non-binding mediation conducted under the auspices of JAMS or other mutually agreeable dispute resolution service and in accordance with the California Rules of Court. The Parties shall mediate in good faith until settlement is reached or an impasse is declared by the mediator. 12. SECURITY. Sharp Performance may, from time to time, host and/or maintain a Platform using a third - party technology service provider. The Department acknowledges that Sharp Performance cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service; however, they will be no less secure than as set forth in this Agreement. 13. PUBLICITY. The Department/Customer agrees that Sharp Performance may identify the Department/Customer in Sharp Performance's promotional materials; however, Sharp Performance may not imply that Department/Customer endorses Sharp Performance. The Department/Customer may request that Sharp Performance stop doing so by submitting an email to ben@sharpperformance.tech at any time. The Department/Customer acknowledges that it may take Sharp Performance up to 30 days to process such request. Notwithstanding anything herein to the contrary, the Department/Customer acknowledges that Sharp Performance may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence. 14. NOTICES. All notices, consents, and other communications between the Parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided on an Order Form. All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient's address specified thereon. All communications will be deemed to have been received on the date actually received. Either Party may change its address for notices by giving written notice of the new address to the other partv in accordance with this Section. 15. FORCE MAJEURE. Neither party shall be responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party. 16. ASSIGNMENT. Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction; however, the assigning party will provide notice of such assignment to the other party. For the avoidance of doubt, a third -party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement. This Agreement is binding upon and insures to the benefit of the Parties and their respective permitted successors and assigns. 17. GENERAL PROVISIONS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Statement of Services entered into hereunder and all exhibits, schedules, annexes, and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly indicated in this Agreement or such Statement of Services. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words "hereof," "hereby," "herein," "hereto," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words "include," "includes" or "including" are deemed to be followed by the words "without limitation;" m references to a "Section" or "Exhibit" are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. IN WI[TNES5 WHEREOF. the undersimied execute this instrument as of the day and date first above written. SHARP PERFORMANCE. INC. LIM Name: Benjamin Curley Title: CE&President Date: 07 123 12025 The Seal Beach Polic De_pa tment By: Name: kkk OklokN Title: C—%�`IFV M. Name Title: SHARP k.1 PERFORMANCE Sharp N,rfornna, cp'S prodL-Wt being offered r.o the personnel listed h0(:)\A! W)dLICIC, sUbs,,-rlption servicc-S, ProfPssion,I services, (.jnIjmitcd access to Sharj--,, CVJaches and ch,�Ipldins, Sharp self-pefZecj exercises and training, rand r)a r�.In(,!rship vvi!.h c-:,[ I air p to develop ,3 ",To 11- --d resouuce d 1 rf�ctury Products & Services Personnel Authorized Users Price Per User Total SIA'Orl-, USCrS- -1,-Fi $5f)0 "Ji'l / y'- c, r /I \I/clar. Civilian Users 30 $T- 00 JO .! vor-i r $I C, C) C)c I yeas orie Total $14,700.00 Dates: Service-, Effective Date: TBD Service Term: 1 year from contract dai.c Payment Due: Upon Delivery ci Sharp Performance Inc. 2659 State St #100, Carlsbad, CA 92008 ben @sha rpperformance.tech Schedule B Statement of Services Customer:The Seal Beach Police Department Subscription Services: Unlimited access to application and all features within for authorized users (see Schedule A Order Form), and ongoing platform upgrades throughout the term of the contract. Sharp Performance Mobile -App Features 1. Mental Performance Coaching. Connect with Sharp Performance's roster of highly -trained performance coaches. Each coach has been specially trained to work with high-risk professionals and help them reach their full potential on the job and at home. Work with coaches often focuses on goal -setting and accountability. Users have unlimited access to coaches. 2. Self -Paced Training Modules. Access hundreds of mobile -based training exercises, adapted from training protocols originally developed for the U.S. Military's Special Operations teams. These 2 to 10 -minute exercises are designed specifically for high-risk professions and have demonstrated significant improvements in focus, stress endurance, and psychological flexibility. 3. Resource Directory. Access a customized directory of health and wellness resources that is designed in close collaboration with your agency. The directory includes, but is not limited to, internal mental health services, chaplains, health incentives, national hotlines, and commercial partnerships exclusive to Sharp Performance. Professional Services: 1. In-person onboarding with the Sharp team. Sharp leadership will travel to the agency and work directly with personnel to maximize engagement with they platform. Sharp will consult with agency leadership and determine the most effective way to provide services to the highest number of personnel possible including. Services include, but are not limited to, a platform overview, personalized performance strategies, 1 -on -1 coach matching consultations, and testimonials from coaches and existing users. 2. Anonymized utilization reports. Share anonymized data on utilization and user satisfaction with Department Leadership and/or program point -of -contact on a quarterly basis. 3. Technical support. On -demand customer support. Sharp Performance Inc, will not charge the customer for travel associated with In-person training overview, onboarding, and Q&A. �ta CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/30/2025 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 poticy(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 r.PrtifiratP rines not confer rights to the certificate holder in lieu of ouch ondorcomont(D). PRODUCER CONTACT NAME: Julie Noonan Embroker Insurance Services LLC 5214F Diamond Heights Blvd. Unit #1261 PHONE HON o. Exq: (844) 436-2765 jAic, No): EMAIL certificates 9embroker.com INSURERS AFFORDING COVERAGE NAIC fl INSURER A; United Specialty Insurance Company 12537 San Francisco CA 94131 INSURER B: HARTFORD CAS INS CO 29424 INSURED Sharp Performance Inc INSURER C; STATE NATL INS CO INC 12831 2659 STATE ST # 100 INSURER 0: Hartford Accident and Indemnit Company 22357 INSURER E: HARTFORD UNDERWRITERS INS CO 30104 CARLSBAD CA 92008 INSURER F: Arch Specialty insurance Company 21199 COVERAGES CERTIFICATE NUMBER: cea93768-9e25-11f0-aea REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS R IW0L'SPOLICY EFF POLICY EXP LTR TYPE OF INSURANCE wyn POLICY NUMBER IMM1DD1YYYY.JJMMJDD1YYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 22000,000 $ CLAIMS -MADE 1^1 OCCUR AVAGE�REwrVb 1,000,000 PREMISES (Ea occurrences _ $ MED EXP (Any one person) $ 10,000 E 57SBMBK8L6Y 09/27/2025 09/27/2026 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRO- POLICY JECT LOC PRODUCTS -COMP/OP AGG $ 4,000,000 $ OTHER AUTOMOBILE LIABILITY COW) IN ED SINGLE LIMIT $ 1,000,000 Ea am donli ANY AUTO BODILY INJURY (Per person) $ D OWNED SCHEDULED AUTOS ONLY AUTOS 57UECBF1401 09/27/2025 09/27/2026 BODILY INJURY Per accident) $ ( HIRED NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY p 'd $ LLIABOCCUR EACH OCCURRENCE $ 2,000,000 E1,,UMBRELA EXCESSLIAB __ CLAIMS -MADE 57SBMBK8L6Y 09/27/2025 09/27/2026 AGGREGATE $ 2,000,000 $ RE 2N_$ WORKERS COMPENSATION PER OTH- ✓ AND EMPLOYERS'LIABILITY YIN STATUTE e-L.EACH ACCIDENT $ 1,000,000 ANYB OFFCERMEMBEREXCLUDE/D?ECUTIVE EN] N/A 57WECBD6V96 02/14/2025 02/14/2026 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I E.L DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability GCT114379501 01/27/2025 01/27/2026 Aggregate 1,000,000 C Tech E&O/Cyber Liability EHJADM00911437 03/20/2025 03/20/2026 Aggregate 2,000,000 F Excess Tech E&O/Cyber Liability C51JB009698CEPSME2025 09/27/2025 03/20/2026 A re ate 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Evidence of Coverage Only Seal Beach Police Department 911 Seal Beach Blvd Seal Beach CA 90740 %'Mw I.CLLA I IUIV 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 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Form WWII (Rev. March 2024) Department of the Treasury Internal Revenue Service Before yo `T Request for Taxpayer Give form to the Identification Number and Certification requester. Do not Go to www.irs.gov/FormW9 for instructions and the latest information. send to the IRS. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) 2 Business name/disregarded entity name, if different from above. Sharp Performance Inc 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. ❑ Individual/sole proprietor ❑✓ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate ❑ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . Note: Check the "LI.C" box above and, in the entry spade, enter the appropriate code (C, S, or P) for the tax classigoatlon of the LLC, unless it is a disregarded entity, A disregarded entity should instead check the appropriate box for the tax classification of Its owner. ❑ Other (see instructions) 3b If on line 3a you checked "Partnership" or "Trust/estate," or checked "LLC" and entered "P" as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions ❑ 5 Address (number, street, and apt. or suite no.). See instructions. 2659 State St #100 6 City, state, and ZIP code Carlsbad, CA 92008 7 List account number(s) here (optional) Identification Number 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) (Applies to accounts maintained outside the United States.) Requester's name and address (optional) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a - m resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a or TIN, later. Employer identification number Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. 3 2 - I 0 6 8 2 5 4 3 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of / / Here U.S. person - `� Date 09 17 2024 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What's New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification. New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) Form W-9 (Rev. 3-2024) must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099 -INT (interest earned or paid). • Form 1099 -DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099 -NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third -party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non -foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, if a Form W-9 or other certification of non -foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non -foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non -foreign status to avoid withholding. Page 2 Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441 -1 (b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(1)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non -foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non -foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third -party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under "By signing the filled - out form" above (for reportable interest and dividend accounts opened after 1983 only). Form W-9 (Rev. 3-2024) Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties ndvding fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For Page 3 example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 THEN check the box for ... is a(n) ... Corporation. Individual/sole proprietor. • Corporation • Individual or • Sole proprietorship • LLC classified as a partnership Limited liability company and for U.S. federal tax purposes or enter the appropriate tax • LLC that has filed Form 8832 or classification: 2553 electing to be taxed as a P = Partnership, corporation C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third -party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). Form W-9 (Rev. 3-2024) 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . , . THEN the payment is exempt for... • Interest and dividend payments All exempt payees except — for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions Exempt payees 1 through 4. and patronage dividends • Payments over $600 required to Generally, exempt payees be reported and direct sales over 1 through 5.2 $5,000' • Payments made in settlement of Exempt payees 1 through 4. payment card or third -party network transactions 1 See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) entered on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). Page 4 F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single -member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS -4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS -4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 3-2024) Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the uase of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third -party network transactions, payments to CeiiBii°:-�:-- uaniny boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: I Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))' The individual The actual owner of the account or, if combined funds, the first individual on the account' Each holder of the account Page 5 For this Wpe of account: I Give name and EIN of: 8. Disregarded entity not owned by an The owner individual • Be careful when choosing a tax return preparer. 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate The corporation staLus un Funn 8832 ui Fur ni 2553 printed on the IRS notice or letter. 11. Association, club, religious, charitable, The organization educational, or other tax-exempt think you are at risk due to a lost or stolen purse or wallet, questionable organization credit card activity, or a questionable credit report, contact the IRS 12. Partnership or multi -member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 15. Grantor trust filing Form 1041 or The trust under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))" List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2Circle the minor's name and furnish the minor's SSN. ' You must show your individual name on line 1, and enter your business or DBA name, If any, on line 2. You may use either your SSN or El (if you have one), but the IRS encourages you to use your SSN. ^ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) "Note: The grantor must also provide a Form W-9 to the trustee of the trust. "" For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, The minorz • Ensure your employer is protecting your SSN, and The grantor -trustee • Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a The actual owner' notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. The owner3 If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable The grantor* credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Form W-9 (Rev. 3-2024) Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.govlidtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.ldentityTheft.gov and Pub. 5027. Go to www.irs.govlldentityTheft to learn more about identity theft and how to reduce your risk. Page 6 Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information. Policy change: HTHE.4 ARTFORD Business owner's Polic Policy Number: 57 SBM BK8L6Y Insurer: Hartford Underwriters Insurance Company, a Policy Period: 09/27/2024 to 09/27/2025 property and casualty company of The Hartford Named Insured and Mailing Address: Sharp Performance Inc., 2659 STATE ST # 100, CARLSBAD, CA 92008-1627 Policy Change Number: 017 One Hartford Plaza, Hartford, CT 06155 Name of Agent/Broker: EMBROKER INSURANCE SERVICES LLC 5214F DIAMOND HGHTS BLVD 1261 SAN FRANCISCO, CA 94131 Policy Change Effective Date: 07/01/2025, Effective hour is the same as stated in the Code: 57556913 Declarations Page of the Policy. Coveraae Parts Affected: Common This is NOT a bill. However, any changes in your premium will be reflected in your next billing statement. You will receive a separate bill from The Hartford. If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts. PHRIT177" 'Price is subject to fees and surcharges Countersigned by: -�--F o?� C -;r 07/01/2025 Authorized Representative Date Form SC 00 06 10 18 Page 1 of 2 Process Date: 07/01/2025 C 2018, The Hartford Policy Expiration Date: 09/27/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy Change: HARTFORD Business owner's Policy The following Additional Insured has been added as an Additional Insured - Designated Person or Organization. _.Additional. Seal Beach Police Department, 911 SEAL BEACH BLVD, SEAL BEACH, CA 90740 Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy - F FORM NUMBER � of 0. 1 FORM NAME -19 POLICY CHANGE Premium associated with this Policy Change has pro rata factor 0.241. COVERAGE PART Form SC 00 06 10 18 Page 2 of 2 Process Date: 07/01/2025 © 2018, The Hartford Policy Expiration Date: 09/27/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission)