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HomeMy WebLinkAboutNOGALIS, INC. (3)al 2021 N_2021'034 q - 1 1 I (D(U)(PAa>G1V11, t`a°r AGREEMENT WITH NOGALIS, INC. TO PROVIDE MSP AND ESP SYSTEM MAINTENANCE SERVICES THIS AGREEMENT is made and entered into on this 16th day of December, 2020 by and between Nogalis, hic., a California corporation, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of providing mandatory (MSP) and environmental (ESP) system upgrades to the City's Lawson application. B. Consultant represents that it is able and willing to provide such services to the City C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $25,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue until June 30, 2021, unless terminated earlier in accordance with Section 15, below. Page 1 of 8 DacuSign Envelope ID: 6A020087-A889-4643-ODOA-7OD8A44CECOE 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provides( by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Comnnercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Page 2 of 8 DomSign Envelope ID: 6A020087-A889-4643.9DOA.7OD8A44CECgE b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintahi all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City Ripon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. . V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7, INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special Counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractor, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) Page 3 of 8 DocuSign Envelope ID; 6A020087-A880-4643-gDOA-70D8A44CF00G from any claim that personal injury, damages, just compensation, restitution,judicial or equitable relief is clue by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any Page 4 of 8 OocuSlgn Envelope ID: 6A020087-A880-4643-9DOA-70D8A44CECOE information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. _ 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. W. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. Page 5 of 8 DocuSlyn Envelope ID: 5A020087-A889-4643.9DOA-7OD8A44CEC9E 1.5. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 6 of 8 DocuSign Envelope ID: 6A020087-A889-4643-ODOA-7OD8A44CECOE To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Pax: 714. 647-6956 With courtesy copies to: Chief Innovations Officer Information Technology City of Santa Ana 20 Civic Center Plaza (M-42) P.O. Box 1988 Santa Ana, California 92702 Pax: (714) 647-5381 To Contractor: Nogalis, Inc. Attn: Tan Rezaei, President 4540 Campus Drive Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing set -vices not contemplated by this Agreement. Page 7 of 8 DocuSign Envelope ID'. 5A020087-A889-4643-9DOA-7OD8A44CEC9E N-2021-034 C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST:___` airy Gomez lerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. �. Jo M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Jac iulla Ch Innovations Officer In imation Technology CITY OF SANTA ANA ICriAin Ridge City Manager NOGALIS, INC. E DwuSlgne by- By: Tan Rezaei Title: President Page 8 of 8 DocuSiyn Envelope ID: 5AD20087-A889-4643-9DOA-70D8A44CEC9E EXHIBIT A SCOPE OF SERVICES and RATES DocuSign Envelope R 5AO20087-A889-4643-9DOA-7OD8A44CEC9E MANAGED SERVICE SERVICES AND DELIVERABLES The following is a statement of work to provide managed support for the Lawson application at City of Sawa Ana. Scope Outline: • Technical support for the Lawson and related applications • Functional support for the Lawson and related applications Description of Service: Lawson Support Services: • Manage day to day Infor Lawson support activities: o Break fix and troubleshooting support o Infor user provisioning o Monitoring and maintenance of scheduled jobs o Batch job and report maintenance • Infor Process Automation (IPA) Design'Development/Support • LBI Support and maintenance • Custom Modification Management and Support • COBOL customization support • Infor cloud triage • Coordination or Infor update sets and CUs • Ming.le / Portal configuration and support • Maintenance of security roles and classes • Third party integrations with Infor applications (MHC, Kronor...) • Review current business and system administration processes: o Identify and propose system process improvement opportunities o Implement system process changes for greater efficiency o Identify business process improvement opportunities o Identify training opportunities • General how-to support • Monthly HealthChecks of the Lawson Applicatout Servers - On demand knowledge transfer • Create and maintain technical and procedural documentation • App'iy MSPs and ESPs What is Not Covered a. Nogalis does not provide hardware or network support. Our support staff will work with your team to determine how such issues are affecting Lawson and test their resolution. But the resolution of Hardware or VM related issues is not covered within this agreement. nreFiEieyou with a siatemeot r eintod i c. Hnhancements are defined as any request that requires us to gather new requirements. Enhancements are not covered by this agreement. However, your discounted service rate applies to all enhancements and other projects. Overage The base ninthly Service hours are determined during the first 90 days of managed service. After the 90-day period, the number of monthhy base hours is determined for Managed Services and any additional hours are considered "Overage". Overage continues the same service at an increased rate. Client can increase the base set of hours at any time. Any increase in base set DocuSign Envelope ID: 5A020087-A889-4643-9DOA-7OD8A44CECgE of hours shall stay in affect for 6 months. TIwimm omin base inonthiv IJennr.s is 44) bouhv. The base monthly hours do not carry over to toIlowing months. The first 90 days are billed at the NISP hourly rate which is a reduced rate. Prerequisites I ) The solution options presented are based on the completion of the Nogalis onboarding process which includes: a) Infrastructure Layout Documentation b) Change Control Procedures and organization orientation e) Interlace repository and support ownership d) Onboarding setup and Staffing The onboarding will be completed during your first month of engagement billed as project hours. Onboarding is meant to educate and familiarize Nogalis staff with client specific processes, applications. interfaces, and customizations. Proposed Work Plan The table below summarizes the proposed work plan. We view this as a starting place that we can review and adjust as needed. Service Summery Remote Lawson Support Three (3) assigned Lawson resources available via remote connection 24/7 Additional Resources All Nogalis htSP staff is avaitable to client as needed when the volume of work exceeds the assigned resources. All development, upgrade, and other projects including project management is included in the managed service How remote work is performed: Our staff has been managing Lawson for many clients for several years via remote connection. We pride ourselves in our ability to respond quickly, anticipate user needs, and resolve issues expeditiously. Below are some of the highlights of how we deliver our services via remote connection: How to reach Nogalis remote support: Our support staff can be reached via. Phone, Email, or online ticket submission through .IRA 24f7/365. No specific way is preferred, and all three methods result in the same level of support. How Nogalis approaches operationluser support: Ourconsultants are always monitoring your systems and JIRA for possible actions that need to be taken. When an issue is registered, our approach is as follows: o Assign ownership internally to a specific person o Validate the issue is a valid issue o Begin working on issue resolution a Contact reporting user if necessary, immediately o Use Web Ex to validate assumptions as soon as possible to ensure the issue can be replicated o Open a ticket with Infor if the issue is not readily resolved in case it ends up requiring the vendor involvement, We find that getting the ticket in the queue early on can be helpful in expediting issues. o Open issues are escalated internally based depending on agreed upon SLAB o In case of critical production issues, a WebEx session is started inimediately, and all involved parties are invited to join in an "all -bands -on -deck" manner. o Root cause analysis is perforated for all issues that warrant it. Pricing Standard Rates: Item Description Hourly Rate MSP 'ana ed Su ort (40 hours month) base) $155.00 Overage Managed Su ort Overage $ I75.00 Project I Project Hours $175 00 Onboardin Costs: Item I Description Fixed Cost DocuSlgn Envelope ID: 6A020087-A880.4643-9DOA-70D8A44CECOE ONE1 �OnEfoarding (40 hour fixed bid project) One Time _� __ $7000.00 Service Level Agreement Severity of Description Initial Follow up Corrective Customer Issue Response Status Action Times Tinges Times',' ONE (1) Customer's production use of the Lawson I hour 2 hours 3 business Application is stopped or so severely impacted that (24 x 7*) (24 x 7*) days Customer cannot reasonably continue work. (24 x 7*) TWO (2) Important tbatures in the Lawson Application are 4 hours 4 hours 10 business unavailable with no acceptable workaround, days Customer's implementation or production use of the Lawson Application is continuing, however, there is a serious Impact oil the Customer's productivity and/or service levels. THREE (3) Important features in the Lawson Application are 12 hours 72 hours None unavailable, but a workaround is available or less significant components in the Lawson Application are unavailable with no reasonable workaround. Customer's work, regardless of the environment or product usage, has experienced a minor loss of service or functionality, FOUR (4) An error exists in the Lawson Application, but 5 business None None Customer's work or usage of the Application is not days impeded or there are only minor interruptions in Customer's normal operations. Customer requests information, an enhancement or documentation clarification regarding the Lawson Application, but there is no impact oil the operation of the Lawson Application. Nogalis cannot guarantee final corrective action time oil situations that require collaboration, input and deliverables front Customer, 3n1 party vendors (e.g. hardware vendors or payroll software vendors, etc.) or Infor. Nogalis cannot guarantee final resolution time on situations that are dependent on coordination of future releases, cyclic or point releases. For enhancement requests, Nogalis will commit to providing Customer a Product Requirements Document within fourteen (14) business days, depending on the complexity of the request and research effort required. DocuSign Envelope ID: 5A020087-A889-4643-9DOA-7OD8A440EC9E CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYVY) 03110I2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: NABAVIAN INSURANCE AGENCY INC PHONE (949) 428-3321 (ac, No, FAX (949)630-0274 (Ivc, Not: 72186791 2915 RED HILL AVE STE B201 D COSTA MESA CA92626 E-MAILADDRDRE53: INSURER(S) AFFORDING COVERAGE NAICO INSURER A: Sentinel Insurance Company Ltd. 11000 INSURED INSURER B : NOGALIS, INC INSURERC: 4590 MACARTHUR BLVD STE 500 INSURER D: NEWPORT BEACH CA 92660-2028 INSURERE: INSURER F: CERTIFICATE THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATEDADTWITHSTANDING 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. IN9 TYPE OF INSURANCE ADDL 1 SR SUBR MO pOLICY NUMBER PODCV EFF MWD POLICY EX D LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR General Liabili tY EACH OCCURRENCE $2,000,000 X DAMAGE TO -RENTED PREMISES EB nce MED EXP (Any we person) $1.000,000 $10,000 A X 72 SBA 1B1832 04/01/2020 04/01/2021 PERSONAL B AOVINJURv $2,000.000 GENL AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $4,000,000 POLICY❑PRO- Lac ECT PRODUCTS $4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE UMIT IF, accident $2,000,000 BODILY INJURY (Per person) ANY AUTO A ALL OWNED SCHEDULED AUTOS AUTOS 72 SBA IB1832 04/01/2020 04/01/2021 BODILY INJURY (Per accident) X HIRED NON -OWNED AUTOS X AUTOS PROPERTY DAMAGE (Peracddeni) UMBRELLALIAB X OCCUR EACHOCCURRENCE $1,000,000 A EXCESS LIAB MADE 72 SBA IB1832 04/01/2020 04/01/2021 AGGREGATE $1,000,000 ED X I RETENTION $ 10,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER ANY YIN PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? W A E.L EACH ACCIDENT E.L DISEASE -EA EMPLOYEE (Mandatory In NH) If yes, descdbe under E.L. DISEASE -POLICY UNIT DESCRIPTION OF OPERATIONS below A FAILSAFE TECHNOLOGY E OR O 72 SBA 1B1832 04101/2020 04/01/2021 1 Each Glitch Aggregate $1,000,000 $1.000.000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached irmore space Is required) Those usual to the Insured's Operations. City of Santa Ana, officers, agents, employees, and volunteers are named as additionally insured and Coverage is primary and noncontributory per the Business Liability Coverage Form SS0008, attached to this policy. Notice of Cancellation will be provided in accordance with Form SS1223, attached to this policy. n CFRTIFICATF HOLDER CANCFI 1 ATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Risk Management Division BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 20 CIVIC CENTER PLZ FL 4 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE SANTA ANA CA 92701-4058 ED d �. C;r jitV (CYY �" GE -MEN DIVISION C 1988-2015 ACORD CORPORATION, All rights reserved. ACORD 25 (20161W RISk (VIANACI The-ACORD name and logo are registered marks of ACORD joR THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. RE VIEWiskED & APPRANAqFMENTpOVEoD Y13 Form SS 12 23 06 11 Page 1 of 1 © 2011. The Hartford