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CLERK OF COUNCIL
DATE: PROFESSIONAL SERVICES AGREEMENT FOR
INFORMATION TECHNOLOGY AS NEEDED PROFESSIONAL SERVICES
IT 15ack &40) (0) IB CITY OF SANTA ANA
A-2021-015-02
THIS AGREEMENT is made and entered into on this 2nd day of February, 2021, by and
between Intratek Computer, Inc., ("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. On October 26, 2020, the City issued Request for Proposal No. 20-124, attached hereto as
Exhibit B, by which it sought proposals from qualified firms to provide Information
Technology (IT) as -needed professional services, including a broad range of IT support,
maintenance and new project consulting for its various departments.
B. Consultant submitted a responsive proposal that was selected by the City. Consultant
represents that Consultant is able and willing to provide such services described in the
scope of services that was included in Request for Proposal No. 20-124 and Request for
Proposal No. 20-124 Addendum #1, attached hereto as Exhibit C.
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
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
On an as -needed basis, and at the sole discretion of City, 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 in Consultant's Proposal attached hereto as Exhibit A. When the need for
services arise, City may initiate services through use of a letter agreement, executed by the Chief
Technology Innovations Officer and the Consultant. Consultant shall be responsible for providing
all requested services pursuant to the terms and requirements found in Request for Proposal No.
20-124, attached hereto as Exhibit B, as well as Request for Proposal No. 20-124 Addendum #1,
attached hereto as Exhibit C. Specifically, Consultant must comply with the general requirements
found in Section III.A of Request for Proposal No. 20-124, as amended by Request for Proposal
No. 20-124 Addendum #1. If there are any conflicts between the terms or requirements in the
applicable documents referenced herein, the order of precedence shall be as follows: this
Agreement; Consultant's Proposal; Request for Proposal No. 20-124 Addendum 41; and, Request
for Proposal No. 20-124.
Page 1 of 10
2. COMPENSATION
a. The total sum to be expended under this Agreement shall not exceed Three Million
Dollars ($3,000,000) annually, for a potential not to exceed amount of Eighteen Million
Dollars ($18,000,000) during the term of the Agreement if all extensions are utilized,
aggregated among all IT as -needed professional services providers. City neither
warrants nor guarantees any minimum or maximum compensation to Consultant under
this Agreement. Consultant shall be paid only for actual services performed under this
Agreement at the rates and charges identified in Exhibit A.
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.
Kl Io1RdI
This Agreement shall commence on February 2, 2021, and terminate on February 1, 2025,
unless terminated earlier in accordance with Section 15 below. The term of this Agreement may
be extended for one (1) additional two (2) year period upon a writing executed by the City Manager
and the City Attorney.
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
provided 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
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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. Commercial 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 Consultant'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.
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, Consultant, 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 maintain 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 upon 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
Page 3 of 10
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
Consultant'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 Consultant, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due 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 terms 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 Consultant'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 Consultant.
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.
Page 4 of 10
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
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c)
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. 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 5of10
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
Fax: 714- 647-6956
With courtesy copies to:
Jack Ciulla
Chief Technology Innovations Officer
Information Technology Department
City of Santa Ana
20 Civic Center Plaza (M-xx)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
City Attorney's Office
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702
First & Last Name
Kim Wheeler
Paul Ramezani
Title
Contract Manager
President/CEO
Consultant Firm Name
Intratek Computer, Inc.
Intratek Computer, Inc.
Address
9950 Irvine Center Drive
9950 Irvine Center Drive
City, State, Zip
Irvine, CA 92618
Irvine, CA 92618
Fax:
(949)334-4255
(949)334-4255
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.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, 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 Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
Page 6 of 10
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement aclmowledges 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.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
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 consultants retained by City.
15. 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. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Consultant affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
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.
Page 7 of 10
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. 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.
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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
{Signatures on following page}
Page 8 of 10
A-2021-015-02
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Gomez
of the Council
• ' ' RO "F D]7C.�Z1)13'7T1U
SONIA R. CARVALHO
City Attorney
By: /Z� —
Ryan O. dg
A,sistantlty Attorney
RECOMMENDED FOR APPROVAL:
Jack ulla
Chie ethnology Innovations Officer
Information Technology Department
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONSULTANT:
13,
Ie r
Paul Ramezagi
President/CEO
Tax ID# 95-4208805
Page 9 of 10
EXHIBIT A
CONSULTANT'S PROPOSAL
Digitally signed by Francine R.
Francine R. Villareal Villareal
ACTORDATE
" CERTIFICATE OF LIABILITY INSURANCE
(MM/DD/YYYY)
2/8M/DDN
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Arthur J. Gallagher & Co.
Insurance Brokers of CA, Inc. LIC #0726293
N Brand Boulevard Suite 600
CONTACT
NAME: Taylor L. Lutz, CIC, CISR
PHONE FAX
A/C No Ext : 818.539.8600 A/C, No): 818.539.2301
E-M505
ADDRESS: Taylor_Lutz@ajg.com
INSURER(S) AFFORDING COVERAGE
NAIC#
Glendale CA 91203
INSURERA: Travelers Property Casualty Co of America
25674
INSURED
Intratek Computer Inc
9950 Irvine Center Drive
INSURERB: Radnor Specialty Insurance Company
15756
INsuRERc: Federal Insurance Company
20281
INSURERD:
Irvine CA 92618
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 1091351198 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.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD
POLICYNUMBER
POLICY EFF
MM/DD
POLICY EXP
MM/DD
LIMITS
C
X
COMMERCIAL GENERAL LIABILITY
Y
Y
36069393
12/31/2021
12/31/2022
EACH OCCURRENCE
$1,000,000
CLAIMS -MADE OCCUR
DAMAGE TO RENTED
PREMISES Ea occurrence
$ 100,000
VIED EXP (Any one person)
$ 10,000
PERSONAL & ADV INJURY
$ 2,000,000
GEN'L
AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$ 2,000,000
POLICY ❑ PRO
JECT LOC
PRODUCTS - COMP/OP AGG
$ 2,000,000
$
OTHER:
C
AUTOMOBILE
LIABILITY
73625531
12/31/2021
12/31/2022
COEaMBINED ident SINGLE LIMIT
acc
$1,000,000
X
BODILY INJURY (Per person)
$
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accident)
$
X
PROPERTY DAMAGE
Per accident
$
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
C
X
UMBRELLALIAB
X
OCCUR
78195410
12/31/2021
12/31/2022
EACH OCCURRENCE
$ 10,000,000
AGGREGATE
$ 10,000,000
EXCESS LAB
CLAIMS -MADE
DED X RETENTION $ 1 nnnn
$
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
UB7R562987
12/31/2021
12/31/2022
X PER OTH-
STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE
E.L. EACH ACCIDENT
$ 1,000,000
OFFICER/MEMBER EXCLUDED? ❑
N/A
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
$ 1,000,000
B
TECHNOLOGY PROFESSIONAL LIABILITY
DPS5002520
12/31/2021
12/31/2022
EACH CLAIM LIMIT
$2,000,000
CYBER LIABILITY
AGGREGATE LIMIT
$2000,000
RETROACTIVE DATE: 9/28/2007
RETENTION —EACH CLAIM
$16,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required)
Technology Services
The City of Santa Ana, its officers, employees, agents, and representatives are included as Additional Insureds on a primary and non-contributory basis where
required in a written contract as respects General Liability per policy forms 80-02-2367 (Rev 5-07). Waiver of Subrogation applies where required in a written
contract per policy form 80-02-2000 (04/01).
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,
NOTICE WILL
BE DELIVERED IN
City of Santa Ana
ACCORDANCE WITH THE POLICY PROVISIONS.
Risk Management Division
20 Civic Center Plaza
Santa Ana CA 92702
AUTHORIz DREPRESENTATIVE
USA
;
RAManagementDMsian
REVIEWED & APPROVED BY:@
1988-2015 ACORD C
41,
ACORD 25 (2016103)
The ACORD name and logo are registered marks of ACORD
_ _—
Wsk Management Analyst
THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE
C H U B B° Liability Insurance
Endorsement
Policy Period DECEMBER 31, 2021 TO DECEMBER 31, 2022
Effective Date DECEMBER 31, 2021
Policy Number 3606-93-93 NBO
Insured INTRATEK COMPUTER INC
Name of Company FEDERAL INSURANCE COMPANY
Date Issued JANUARY 5, 2022
This Endorsement applies to the following forms:
GENERAL LIABILITY
Under Who Is An Insured, the following provision is added.
Who Is An Insured
Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are
Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by
Or Organization this policy.
However, the person or organization is an insured only:
• if and then only to the extent the person or organization is described in the Schedule;
• to the extent such contract or agreement requires the person or organization to be afforded
status as an insured;
• for activities that did not occur, in whole or in part, before the execution of the contract or
agreement; and
• with respect to damages, loss, cost or expense for injury or damage to which this insurance
applies.
No person or organization is an insured under this provision:
• that is more specifically identified under any other provision of the Who Is An Insured
section (regardless of any limitation applicable thereto).
• with respect to any assumption of liability (of another person or organization) by them in a
contract or agreement. This limitation does not apply to the liability for damages, loss, cost or
expense for injury or damage, to which this insurance applies, that the person or organization
would have in the absence of such contract or agreement.
Liability Insurance Additional Insured - Scheduled Person Or Organization
Form 80-02-2367 (Rev. 5-07) Endorsement
cF Risk ManagementDMsian
REVIEWED & APPROVED BY:
V"°
--� Risk janagement Analyst
CHUBB"
Liability Endorsement
(continued)
Under Conditions, the following provision is added to the condition titled Other Insurance.
Conditions
Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization
Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case
Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person
Person Or Organization or organization.
Schedule
Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with
such insurance as is afforded by this policy.
All other terms and conditions remain unchanged.
Authorized Representative
Liability Insurance Additional Insured - Scheduled Person Or Organization
Form 80-02-2367 (Rev. 5-07) Endorsement
cF Risk MmRgmerdDMsiun
REVIEWED & APPROVED BY.-
F04c"�" P, VX*vd
Risk PjanagementAnalysti
Conditions
(continued)
Transfer Or Waiver Of
Rights Of Recovery
Against Others
Liability Insurance
We will waive the right of recovery we would otherwise have had against another person or
organization, for loss to which this insurance applies, provided the insured has waived their rights
of recovery against such person or organization in a contract or agreement that is executed before
such loss.
To the extent that the insured's rights to recover all or part of any payment made under this
insurance have not been waived, those rights are transferred to us. The insured must do nothing
after loss to impair them. At our request, the insured will bring suit or transfer those rights to us
and help us enforce them.
This condition does not apply to medical expenses.
Fonn 80-02-2000 (Rev. 4-01) Contract
cF RiskMmVmentDMsian
\'x REVIEWED & APPROVED BY.-
v
--� Risk janagement Analyst