This Services Agreement is entered into by and between RESOLUTEGUARD LLC, a New Jersey limited liability company, with offices located at 417 Crescent Parkway, Sea Girt, New Jersey 08750 (“Service Provider“), and the VCJPA Member (“Member“), who is a Member of VCJPA as described below.

1. Services. Vector Control Joint Powers Agency (“VCJPA”) is a Joint Powers Authority organized under California law, and has within its membership California special districts to whom it provides multiple liability coverages, property coverages, claim services, and public entity safety programs. Service Provider is in the business of providing cyber risk management services to local government Service Provider shall provide certain services relating to Service Provider’s “Cybersecurity Risk Management Program” (the “Services“) to Member as set forth in Exhibit A, which is attached hereto and incorporated as if set forth fully herein.
2. Fees and Expenses. For the Services to be performed hereunder, VCJPA has agreed pay to Service Provider, on behalf of the Member the fixed fee for Member as set forth in that certain Order Form by and between Service Provider and VCJPA dated June 14, 2022 (the

“Payment Agreement”) (collectively, the “Fees“), a copy of which is attached and incorporated as if set forth herein.

3. Member’s Obligations. Member represents and warrants to Service as follows:
   • Member will cooperate with Service Provider in all matters relating to the Services and appoint a Member employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Member with respect to matters pertaining to this Agreement (the “Member Contract Manager”). Service Provider will be entitled to rely upon directions and guidance from the Member Contract Manager until Service Provider is affirmatively made aware of a change of status of the Member Contract Manager;
   • Member shall ensure that Service Provider has such access to Member’s equipment and networks (collectively, the “Environment”) as may reasonably be requested by Service Provider for the purposes of performing the Services. Without limiting the generality of the foregoing, Member hereby grants to Service Provider the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Member’s Environment to enable Service Provider to provide the Services. Member acknowledges that Service Provider may be required to install one or more software agents into Member’s Environment through which such access may be enabled;
   • Member shall respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement. It being understood that if Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Member, its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Member, in each case, to the extent arising directly or indirectly from such prevention or delay.
   • Member shall comply fully with all reasonable specifications, rules, regulations, and policies governing the Services provided to Member by Service Provider. Such rules, regulations and policies shall be subject to change from time to time in Service Provider’s sole discretion;
   • Member, and not Service Provider, is responsible for Member’s own compliance with all applicable laws, including all confidentiality and security requirements, including, but not limited to such requirements of the FERPA, HIPAA, and the USA Patriot Act. The Services are not intended, and will not be used, to bring Member into full regulatory compliance with any law, rule, regulation, or requirement that may be applicable to Member’s business or operations. The Services may aid Member’s efforts to fulfill regulatory compliance; however, the Services are not (and should not be used as) as a compliance solution;
   • Service Provider may provide Member with specific advice and directions related to the Services (“Advice”). Member is strongly advised to follow Advice which, depending on the situation, may require Member to make additional purchases or investments in its Environment at its sole cost. Member acknowledges and agrees that Service Provider is not responsible for any problems or issues (such as downtime or security-related issues) caused by Member’s failure to promptly follow Advice. If, in Service Provider’s discretion, Member’s failure to follow Advice renders part or all of the Services economically or technically unreasonable to provide, then Service Provider may terminate all or a portion of the Services.

4. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product and other materials that are delivered to Member under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the “Deliverables“) except for any Confidential Information of Member or Member-provided materials shall, as between Member and Service Provider, be owned exclusively by Service Provider. Service Provider hereby grants Member a license (or if applicable, a sublicense) to use all Intellectual Property Rights in the Deliverables free of additional charge (other than the Fees) and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty- free and perpetual basis, solely to the extent necessary to enable Member to make reasonable use of the Deliverables and the Services.
5. Confidentiality. From time to time during the Term of this Agreement, either party (as the “Disclosing Party“) may disclose or make available to the other party (as the “Receiving Party“), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 10 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 5; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 5 only, Receiving Party’s Group shall mean the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

Provided however, this Section 5 shall not prohibit or otherwise prevent Service Provider from extracting, compiling, synthesizing, and analyzing data provided by Member to Service Provider in connection with the delivery of the Services to the extent such data or information does not identify or is otherwise attributable to Member and/or the VCJPA’s operations, systems, networks, or any person.

6. Term. This Agreement shall commence as of the Effective Date and, unless sooner terminated as provided in this Agreement, will remain in full force and effect for an initial term equal to one (1) year from the Effective Date (the “Initial Term”) after which the term shall automatically renew for additional 12-month periods (collectively with the Initial Term, the “Term”) unless a party provides written notice to the other party of that party’s intention to not renew this Agreement at least thirty (30) days prior to the expiration of the then current In the event of termination, under any provision of this Agreement, Service Provider shall provide any services required to be performed under the Agreement which have been funded by the VCJPA pursuant to the Payment Agreement.
7. Termination. Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party“), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, Service Provider may terminate this Agreement before the expiration date of the Term on written notice if VCJPA fails to pay any amount when due under the Payment Agreement.

8. Termination Without Cause. Either party may terminate this Agreement for any reason at any time, without penalty, by giving the other party sixty (60) days advance written notice.
9. Independent Contractor. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Member being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Member (or VCJPA) the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Service Provider is for all purposes hereunder an independent contractor and in no event will Service Provider be considered an agent or employee of Member or VCJPA or any of their subsidiaries or affiliates for any purpose.
10. Limited Warranty. Service Provider warrants that it shall perform the Services, which includes the delivery of a vulnerability assessment to Member, in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. SERVICE PROVIDER (a) MAKES NO WARRANTIES EXCEPT FOR THAT SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Service Provider makes no representations or warranties with respect to any third party software or Deliverables provided to Member with respect to the Services, nor does Service Provider provide to Member any representations, warranties, assurances or promises that Member’s operations during or following the delivery of the Services will meet any or all regulatory compliance requirements (or other requirements of applicable laws). Service Provider’s sole and exclusive liability and Member’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be reperformance of the affected Services. If Service Provider cannot reperform the Services in compliance with the warranty set forth above within a reasonable time (but no more than 30 days) after Member’s written notice of such breach, Member may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 7. Service Provider refund to VCJPA the portion of the Tier Two full scan fees previously paid by VCJPA as of the date of termination due to defective services as follows: 50% if the remaining three 90 day scans are cancelled; 30% if the remaining two 90 day scans are cancelled; and 10% if the final 90 days scan is cancelled.

There will be no refunds for Tier One fees paid.

11. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO MEMBER OR TO ANY THIRD PARTY (INCLUDING ANY MEMBER) FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SERVICE PROVIDER’S SOLE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE AS SET FORTH IN SECTION 10 ABOVE.

12. Insurance:

i. Commercial General Liability

1. Service Provider shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall Page be twice the required occurrence limit. Service Provider’s general liability policies shall be primary and shall not seek contribution from Member’s coverage and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that Member and its officers, officials, employees, and agents shall be additional insureds under such policies.
2. Any failure to comply with reporting provisions of the policies by Service Provider shall not affect coverage provided to Member.
3. Coverage shall state that Service Provider’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.
4. Coverage shall contain a waiver of subrogation in favor of

ii. Business Automobile Liability

1. Service Provider shall provide auto liability coverage for owned, non- owned, and hired autos using ISO Business Auto Coverage form CA 00 01 (or equivalent) with a limit of no less than one million dollars ($1,000,000) per

iii. Workers’ Compensation and Employers’ Liability

1. Service Provider shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Service Provider shall submit to Member, along with the certificate of insurance, a waiver of subrogation endorsement in favor of Member, its officers, agents, employees, and volunteers.
2. Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

v. All Coverages

1. Each insurance policy required by the agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days’ prior written notice has been given to Member, except that ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium.
2. All self-insurance, self-insured retentions, and deductibles must be declared and approved by Member.
3. Evidence of Insurance – Prior to commencement of work, Service Provider shall furnish Member with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above. Service Provider must agree to provide complete, certified copies of all required insurance policies if requested by Member.
4. Acceptability of Insurers – Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or
5. Indemnification: To the fullest extent permitted by law, Service Provider shall hold harmless, defend at its own expense, and indemnify Member and its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from Member’s sole negligence or willful acts. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.
6. Choice of Law. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with the laws of California, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction.
7. Entire Agreement. This Agreement and any attached exhibits or schedules constitute the entire Agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter.
8. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
9. Amendment. The parties may not amend this Agreement except by written instrument signed by the parties.
10. Waiver. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)“) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
11. Assignment. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

Except for the parties, their successors, and permitted assigns, there are no third-party beneficiaries under this Agreement (including Members).

1. Miscellaneous. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination. This Agreement may be executed in counterparts.
2. Dispute Resolution. Any proceedings to enforce the terms of this Agreement shall be commenced solely in the Superior Court for the State of California in the County within which the Member is located, or, if the court lacks jurisdiction over the subject matter, in the United States District Court for the Eastern District of California.
3. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of VCJPA to make payments to Service Provider under the Payment Agreement), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of ten (10) consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 10 days’ written notice.

FIRST ADDENDUM TO PAYMENT AGREEMENT

BY AND BETWEEN VECTOR CONTROL JOINT POWERS AGENCY AND RESOLUTEGUARD, LLC DATED JUNE 14, 2022 (the “Agreement”)

THIS ADDENDUM (this “Addendum”) is executed as of June 24, 2025 to be effective as of the 1st day of July 2025 (the “Effective Date”), by and between the VECTOR CONTROL JOINT POWERS AGENCY (hereinafter referred to as “VCJPA”) and RESOLUTEGUARD, LLC (hereinafter referred to as “Service Provider”). Capitalized terms used in this Addendum and not defined in this Addendum shall have the meaning given to such terms in the Agreement.

RECITALS

WHEREAS, VCJPA and the Service Provider entered into the Agreement for the purposes of providing Cyber Risk Management Program Services as described in the Agreement; and

WHEREAS, the Member Schedule (Schedule A) to the Agreement describes the Services provided by Service Provider under the Agreement;

WHEREAS, the Price Schedule (Schedule B) to the Agreement describes the fees charged by Service Provider for the Services; and

WHEREAS, the parties desire to modify the Member Schedule (Schedule A) and the Price Schedule (Schedule B), and NOW, THEREFORE, the parties agree to amend the Agreement as set forth below.

AGREEMENT

1. Member Schedule (Schedule A) is hereby amended and restated as of the Effective Date as follows:

SCHEDULE A

A subscribing Member will receive the Services selected by Member as set forth and described in an Order Form provided by Service Provider to the Subscribing Member, which incorporates by reference Service Provider’s services agreement (the “Order Form”). The “Service Agreements” referenced in Section 1 of this Agreement shall mean the Order Form. Such Services provided pursuant to a Service Agreement may include:

External Vulnerability Scans; External Penetration Scans; Internal Network Scans

2. Price Schedule (Schedule B) is hereby amended and restated as of the Effective Date as follows:

SCHEDULE B

(Price Schedule)

3. Except as otherwise provided herein all terms and conditions of the Agreement shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Addendum on the day first written above.

Service Provider:

RESOLUTEGUARD LLC

By:                                                            

VCJPA:

VECTOR CONTROL JOINT POWERS AGENCY

By:                                                                  

VCJPA Administrator

PAYMENT AGREEMENT

This Payment Agreement (this “Agreement“), dated as of June 14, 2022 (the “Effective Date“), is entered into by and between RESOLUTEGUARD LLC, a New Jersey limited liability company, with offices located at 417 Crescent Parkway, Sea Girt, New Jersey 08750 (“Service Provider“), and Vector Control Joint Powers Agency (“VCJPA”), a California Joint Powers Authority established and operating pursuant to California Government Code section 6500, et seq.

WHEREAS, VCJPA is a joint powers authority established pursuant to the California Government Code whose membership constitutes multiple special districts, located throughout the state of California. VCJPA provides liability coverage, property coverage, claims services, and safety programs for the member districts.

WHEREAS, Service Provider is in the business of providing Cyber Risk Management Program Services to local government agencies.

WHEREAS, VCJPA wishes to provide its members with the option to obtain Cyber Risk Management Services in conjunction with the property coverage it provides to members.

WHEREAS, Service Provider has agreed to provide Cyber Risk Management Services to members of VCJPA and is qualified and has all necessary licenses under Federal and State law to conduct its business and provide its services in the state of California.

The parties agree as follows:

1. Services. VCJPA is a network of special districts (collectively the “Members”). As a benefit with respect to Members’ membership with VCJPA, VCJPA has requested, and Service Provider has agreed, to provide certain services to all Members who choose to subscribe to Service Provider’s “Cybersecurity Risk Management Program” (the “Services“), as further set forth in the Service Agreements by and between Service Provider and subscribing Members as further described on Schedule A (the “Member Schedule”), which is incorporated as if set forth fully herein. Any Members who opt for services provided by Service Provider will enter into separate Service Agreements with Service Provider. VCJPA shall, by way of this Payment Agreement, provide payments to Service Provider on behalf of Members who decide to enter into Services Agreements with Service Provider.
2. Fees and Payment. Throughout the term of this Agreement, VCJPA shall be obligated to pay to Service Provider the fees set forth in the pricing schedule (the “Price Schedule”), in accordance with Schedule B, which is incorporated as if set forth fully herein, for each Member who decides to obtain Services from Service Provider.
3. Confidentiality; No Control. VCJPA agrees and understands that, unless Member gives written direction and permission to discuss all or a portion of the Services with VCJPA, Service Provider will not disclose any information deemed “Confidential Information” of Members under the Service Agreements to VCJPA or any other VCJPA has no rights in the Services and/or its delivery to Member. Except for termination of this Agreement, nothing in this Agreement shall give VCJPA the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Service Provider is an independent contractor of Members and in no event will Service Provider be considered an agent or employee of Members or VCJPA or any of its subsidiaries or affiliates for any purpose.

4. Term. This Agreement shall commence as of the Effective Date and will remain in full force and effect while any Service Agreement with a member district remains outstanding, or unless terminated pursuant to the provisions In the event of termination, Service Provider shall continue to provide services to any member district who has in place an existing contract which has been fully executed and funded under this Agreement.
5. Termination for Breach or Cause. Either party may terminate this Agreement for cause, effective upon 30 days written notice to the other party (the “Defaulting Party“), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, Service Provider may terminate this Agreement before the expiration date of the Term on written notice if VCJPA fails to pay the Fees when due hereunder any agreement by and between VCJPA and Service Provider.
6. Termination Without Cause. Either party may terminate this Agreement for any reason at any time, without penalty, by giving the other party sixty (60) days advance written notice.
7. Duty of Cooperation. Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request and sole expense of the other party, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth below.
8. Insurance:

i. Commercial General Liability

1. Service Provider shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall Page be twice the required occurrence limit. Service Provider’s general liability policies shall be primary and shall not seek contribution from VCJPA’s coverage and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that VCJPA and its officers, officials, employees, and agents shall be additional insureds under such policies.

1. Any failure to comply with reporting provisions of the policies by Service Provider shall not affect coverage provided to VCJPA.

1. Coverage shall state that Service Provider’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.

1. Coverage shall contain a waiver of subrogation in favor of

ii. Business Automobile Liability

1. Service Provider shall provide auto liability coverage for owned, non- owned, and hired autos using ISO Business Auto Coverage form CA 00 01 (or equivalent) with a limit of no less than one million dollars ($1,000,000) per

iii. Workers’ Compensation and Employers’ Liability

1. Service Provider shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Service Provider shall submit to VCJPA, along with the certificate of insurance, a waiver of subrogation endorsement in favor of VCJPA, its officers, agents, employees, and volunteers.

1. Technology Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

v. All Coverages

1. Each insurance policy required by the agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days’ prior written notice has been given to VCJPA, except that ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium. All self-insurance, self-insured retentions, and deductibles must be declared and approved by VCJPA.
2. Evidence of Insurance – Prior to commencement of work, Service Provider shall furnish VCJPA with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above. Service Provider must agree to provide complete, certified copies of all required insurance policies if requested by VCJPA.
3. Acceptability of Insurers – Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or
4. Indemnification: To the fullest extent permitted by law, Service Provider shall hold harmless, defend at its own expense, and indemnify VCJPA and its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from VCJPA’s sole negligence or willful This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.
5. Choice of Law. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with the laws of California, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction.
6. Entire Agreement. This Agreement and any attached exhibits or schedules constitute the entire Agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter.
7. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.
8. Amendment. The parties may not amend this Agreement except by written instrument signed by the parties.
9. Waiver. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)“) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
10. Assignment. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control or merger (whether or not such party is the surviving entity) by operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors, and permitted assigns, there are no third-party beneficiaries under this Agreement (including Members).
11. Miscellaneous. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination. This Agreement may be executed in counterparts.
12. Dispute Resolution. Any proceedings to enforce the terms of this Agreement shall be commenced solely in the Superior Court for the State of California, or, if the court lacks jurisdiction over the subject matter, in the United States District Court for the Eastern District of
13. Notice. Any notices to be provided by any party to this Agreement shall be made in writing, signed by an authorized signatory, and shall be deemed given upon receipt if personally delivered, sent by overnight mail by USPS or commercial service with confirmed delivery, or sent by certified mail (return receipt requested) addressed as follows:

To: RESOLUTEGUARD LLC                                   To: VCJPA

Jeff Schobel                                                                Chrissy Mack

Chief Executive Officer                                             Administrator

417 Crescent Parkway                                                1750 Creekside Oaks Dr., Ste 200

Sea Girt, NJ 08750                                                     Sacramento, CA 95833

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

SCHEDULE A

The parties hereby agree that the following terms shall apply:

As of the effective date of this Agreement, Service Provider shall bill VCJPA for each Member that enters into a Services Agreement with Service Provider an amount in accordance with Schedule B of this Agreement.

VCJPA will be exclusively responsible for the payment of any and all fees due under or in connection with this Agreement, and Service Provider will not bill individual Members.

Subscribing Members will receive the following:

DESCRIPTION OF SERVICES

Service Provider shall provide the services to each member district who elects to enter into a Service Agreement based upon the Tier and Tier fee for each member as set forth below.

Fees shall be charged on a July 1 to June 30 fiscal year basis and pro-rated for Members entering into a service agreement mid-year. Any portion of a month shall be charged as a full month.

Tier One Reporting Services:

• Excel-based SMART-Cyber Action Plan (SMART-CAP) reports with your insurance objectives and corresponding requirements.
• A status report for individual insureds current Cyber Security Profile including next steps and
• Best Practices Guidelines/Policies for the cyber-protection support activities, including Patching proper access controls, password changes, patching, etc.
• Establish Third Party vendor guidelines for any vendor accessing member’s network or maintaining member data-
• Assess member’s position as a vulnerability for intrusion
• Verify proper Access Controls to minimize human error – Communication – Email; Computers; Third party vendors, etc.
• Documentation – Guidelines/Policies; current Hardware/Software environment; Maintenance activities – Password changes, Patching, etc.
• Understand insureds current environment; vulnerabilities; fact-based responses to questionnaire
• Providing a listing of the Maintenance activities

*Members that begin with Tier One can elect to pay an additional $3,025 at any time throughout the year and move to the full scan services to complete the year.

Tier Two includes all Tier One services PLUS External/Internal scans

• Automated internal and external security profile assessments mapped to the National Institute of Standards and Technology Cyber Security Framework (NIST-CSF)

• Provides a documented inventory of your network, including prioritized reports and action items to “know your current Security Profile“

• User-friendly SMART-CAP and reports aligned with “Best Practices” Guidelines are provided and prioritized actions to continuously improve your Cybersecurity posture.

• Assessments are scheduled every 90 days and include change reports to track progress, any newly discovered vulnerabilities, and updated NIST identified controls.

SCHEDULE B

These fees are based upon the Tier selected by each Member, as designated below.

Tier One Reporting Services– $1,475.00 annually

Tier Two Services- $4,500.00 Initial Year and $3,250 Subsequent Years

*Members that begin with Tier One can elect to pay an additional $3,025 at any time throughout the year and move to the full scan services to complete the year.