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HomeMy WebLinkAboutSABP, INC.INSURANCE,ON FILE WORK MAY PROCEED UNTIL. INSURANCE EXPIRES EJ 2lzozg- clTr cLWft 0 3 2024 DATE; a Pw N L-2-) ( J. Menalo-+A) A^^r AGREEMENT WITH SABP, INC. TO PROVIDE SCANNING SERVICES N-2024-150 THIS AGREEMENT is made and entered into on this 210 day of April, 2024 by and between SABP, Inc., 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"). City and Consultant shall hereinafter be referred to individually "Party" and collectively "Parties." RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of providing scanning services to the City to digitize the archived Santa Ana Fire Department Records. 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 terms 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 in 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 $33,890. This amount includes the base amount of $28,890 and a contingency amount of $5,000 for any additional services or costs to be directed at the City's sole discretion. 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to Page 1 of 9 #374964v1 deposit payments directly into Consultant's account(s) with financial institutions. 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 for a six (6) month term with the option for the City to grant up to one (1) six (6) month renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 Or 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 any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. Page 2 of 9 #374964vl MINIMUM SCOPE AND LIMIT OF INSURANCE Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. 4. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: I. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. Page 3 of 9 #374964vl 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate, Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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 subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I 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, Page 4 of 9 #374964vl 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 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 (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. Page 5of9 #374964vl 12. NON-DISCRIMINATION Consultant 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. Consultant 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. 14. 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. 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. Page 6 of 9 #374964vl 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: To City: City Clerk 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: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Page 7 of 9 4374964vl P.O. Box 1988 Santa Ana, California 92702 To Consultant: SABP, Inc. Attn: Ranel Lacanilao 17622 Armstrong Ave. Irvine, CA 92614 Fax:949-756-1001 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] #374964vl Page 8 of 9 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and year first above written. ATTEST: r APPROVED AS TO FORM: CITY OF SANTA ANA Alvaro Nunez Acting City Manager SONIA R. CARVALHO CONSULTANT: City Attorney By: G'ta Andrea Garcia -Miller Ra ni a Assistant City Attorney Manager RECOMMENDED FOR APPROVAL: LA O"k Nabil Saba, PE Executive Director Public Works Agency Page 9 of 9 #374964v1 EXHIBIT A Customer Name City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 17622 Armstrong Avenue Irvine, CA 92614 949 756 1001 WE HAVE MOVED PLEASE UPDATE OUR ADDRESS Ship To Attn: Joseph Mendoza QUOTE Date Quote No. 3/8/2024 104008 P.O. No. I Project Name I Attn: I Terms Scanning & Microfiche I Joseph M I Net 30 I --- Scanning Hard Copies and Microfiche Conversion - Final output will all be in Tiff Format --- ***UST Files -2 Filing Cabinets w/ 4 Drawers Each (Poor Quality Originals) Scanning 8.5 x 11 B/W 30,000 30,000 Originals -'Black & White - 8.5 x 1'.1 - Prepping = 0.12 3,600.00 and Scanning Scanning Oversize B/W. 300 Scanning 50 Originals B/W @ 6 sq. ft. 0.25 75.00 IMAGING FILE FOLDERS 100 File Folder Naming 0.50 50.001 ***Hazrdous Material Files - 16 Standard Boxes (Poor) Quality Originals):. Scanning 8.5 x 11-B/W. 32,000 32,000 Originals - Black & White - 8.5 x11 - Prepping 0.12 3,840.00 and Scanning IMAGING FILE FOLDERS 1 150 1 File Folder Naming 1 0.501 75.00 ***Microfiche Conversions - Estimated Number of Files = 9,000 (50 Images per Microfiche) - Estimated Number of Imaces = 450.000 Folder Naming (Number and Street Address Only) 1 0.501 200.00 ***Microfiche Conversions - Estimated Number of Files = 1,500 (6 Images per Microfiche) - Estimated Number of Images = 9,000 IMAGING FILE FOLDERS 100 File Folder Naming (Number and Street Address Only) 0.50 50.00 Hours of Operation Subtotal 6:00 AM - 5:00 PM Monday -Friday Sales Tax (9.25%) workorder@sabp.com www.sabp.com Total Customer Name City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 17622 Armstrong Avenue Irvine, CA 92614 949 756 1001 WE HAVE MOVED PLEASE UPDATE OUR ADDRESS Ship To Attn: Joseph Mendoza QUOTE Date Quote No, 3/8/2024 104008 P.O. No. Project Name Attn: Terms Scanning & Microfiche Joseph M Net 30 '.item Qty Description Rate Total Note: This is just rough estimate final numbers will reflect: upon completion of the job. Hours of Operation Subtotal $28,890.00 6:00 AM - 5:00 PM Monday - Friday Sales Tax (9.25%) $0.00 workorder@sabp.com www.sabp.com Total $28,890.00 Page 2 DATE IMMrUDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 1 0410812024 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 1NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED. the policyyyIles) must be endorsed. If SUBROGATION IS WAIVED, subject to the to mg and corltlitions of the policy, certain policies may regB pl('�itlol�rpa5i g rfLSSDI/nla 11 i t@ does not confer rights to the eAsSMI�p�jlieu of such endorsement(s). `yam' Q ��r 7yy y�l �l CCla.Af 1IJJ /'1 IC Nia InsuranlMgency Inc. Lic#OB88707 L1041 Santa Monica #77 ° O INSURED SABP Inc. Embee Computer Design 17622 Armstrong Ave Irvine, CA 92618 RFVtCI(1N NIIMBFR• CLVEHAUL:J A.on nn,.nr�r.vm.+".. --- 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 ADDE 1011 BR Ima POLICY NUMBER POLICYEFF WODNYYY POLICY EXP INMIDDIYYYY LIMRB BACHOCCURRENCE E 100 000,, GENERAL LIABILITY -DAMAGE TO RENTED PREMISES Eeg rrance S500000. A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR r' I ^ I ^ BKO(25) 63 3154 66 05/02/2023 05102/2025 MED EXP (Any Me Person) E 5,000. PERSONAL& ADV INJURY S1000000. GENERALAGGREGATE E 2,000.000. PRODUCTS-COMP/OP AGO S 20 00.000. F� GEN'L AGGREGATE LIMIT APPLIES PER: T POLICY X PRO LOC AUTOMOBILE LABILITY EaaWdenl rt) LIMIT Ea ew S E 1,000,000, BODILY INJURY (Per person) S NY AUTO ALL UTOS ED X SCHEDULED NON-0WNEO504-61015-6222-0001 IREDAUTOS %� AUTOS JAEXCESS OSI02I2023 0510212025PROPERTY BODILY INJURY (Par acGdenl) E DAMAGE S S MBRELLA UAB LAB X OCCUR CLAIMS -MADE ESA (25) 63 31 54 66 0510212023 05/0212025 EACHOCCURRENCE S 5 000 000. AGGREGATE E 5,000,000. WC STATU- OTH- E ED RETENTIONS WORKE0.3COMPENSAiION E.L. EACH ACCIDENT S AND EMPLOYERS' LIABIUTY ANY PROPRIETORIPARTNEWEXECUTIVE YIN j� E.L. DISEASE. EA EMPLOYEE S OFFICEIMEMSER EXCLUDED? NIA I IM.edat.ry In NH) n yas, doxdhe mover E.L. DISEASE -POLICY LIMIT E A Errors & Omissions Equipment Floater gK0 (25) 63 31 54 66 05/02/2023 05/02/2025 $1,000,000. Per Claim $500,000. Equipment Aggregate Limit DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ANa.h ACORD IOI, AGdlUenel Rom.rka SPh.dule, Ir mom.pace 1..qulred) Re: City of Santa Ana -Agreement for Scanning Services. City of Santa Ana is Additional Insured per attached endorsement. City of Santa Ana. Public Works Agency SHOULD ANY THE THE EXPIRATIOIO N E 20 Civic Center Plaza ACCORDANCE W;N�' Santa Ana, CA 92702 AUTHORD:E P SE Mic Ile i ©19 8 ACORD 25 (201 DIOS) The ACORD name and logo are registered mar s o1 DESCRIBED POLICIES BE CANCELLED BEFORE ISREOF. NOTICE WILL BE DELIVERED IN 10 +j.. "x, P.7drMknkgemnTt DiyisWl A+7"4�""n•-."°� REVIEwED&APPRLNEDBY: �.�� Rek Management Spedalst NP 74 26 04 13 IMPORTANT NOTICE NOTICE TO POLICYHOLDERS This explanation Is not a part of your insurance policy, and it does not alter any of its provisions or conditions. No coverage is provided by this notice nor can it be construed to replace any provision in your policy or policies with us, or any forms attached to your policy or policies. The following information only gives a general explanation which may have occurred from your prior (or old) policy. Read your policy carefully to determine rights, duties, and what is and is not covered. Only the provisions of your policy determine the scope of your insurance protection. This notice has been prepared to provide you with information since one of the forms listed below maybe attached to your policy. Fully Earned and Minimum Premium Endorsements` CG 04 37 - Electronic Data Liability CG 20 03 - Additional Insured - Concessionaires Trading Under Your Name CG 20 10 -Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization CG 89 79 - Additional Insured - Owners, Lessees Or Contractors - Completed Operations - Scheduled Person Or Organization -Arising Out Of Your Ongoing Operations CG 90 47 - Additional insured - Owners, Lessees or Contractors - Scheduled Person Or Organization - Caused In Whole Or In Part Co 90 43 -Additional Insured - Owners, Lessees Or Organizations - Scheduled Person Or Organization - Including Primary/Non-Contributory And Waiver Of Subrogation CG 90 44 - Additional Insured - Owners, Lessees Or Contractors - Completed - Operations - Including Primary And Non Contributory And Waiver Of Subrogation CG 2011 - Additional Insured - Managers Or Lessors Of Premises CG 20 15 -Additional Insured - Vendors `. CO 20 26 -Additional Insured - Designated Person Or Organization CG 20 28 - Additional Insured - Lessor Of Leased Equipment CG 20 29 - Additional Insured - Grantor Of Franchise CG 20 32 -Additional Insured - Engineers, Architects Or Surveyors Not Engaged By The Named Insured CG 20 34 -Additional Insured - Lessor Of Leased Equipment -Automatic Status When Required In Lease Agreement With You CG 20 37 - Additional Insured - Owners, Lessees Or Contractors - Completed Operations CG 89 80 -Additional Insured -Owners, Lessees Or Contractors -Completed Operations -Arising Out Of Your Work CG 84 56 - Additional Insured - Boat Shows CG 85 83 - Blanket Additional Insured Contractors - Products - Completed Operations CG 85 84 - Additional insured Contractors Products - Completed Operations CG 86 11 -Additional Insured Automatic Status When Required In Construction Agreement With You - Contractors - Completed Operations CG 89 95 -Additional Insured -Automatic Status When Required In Construction Agreement With You - Products/Completed Operations CG 88 83 - Amendment of Other Insurance Condition - Designated Persons or Organizations CG 89 98 - Amendment of Other Insurance Condition ee One of the above endorsement(s) may be attached to you°r policy. With the attachment of the endorsement a premium charge has been made along with a fully earned or minimum premium amount which will be retained if the policy is cancelled or issued for less than a one year period. Please refer any questions you may have to your insurance agent. ` Not applicable in Ohio. 2013 Liberty Mutual Insurance ��• NP 74 26 0413 Includes copyrighted material of Insurance Services Office, Inc., with Its i wakn>,tmtnMelon REVEWED & APPROVED BY. tom. ® Risk Manzgement SpetlAist IN - COMMERCIAL GENERAL LIABILITY CO 88 83 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PRODUCTS/COMPLETED OPERATIONS This endorsement modifies Insurance provided under the following: ®1—�MCOMMERCIAL GENERAL LIABILITY COVERAGE PART 0 A. Paragraph 2, under Section 11 - Who Is An Insured is amended to Include as an Insured any person or EI 9MW organization whom you have agreed to add as an additional Insured In a written contract or written agreement. Such person or organization is an additional Insured but only with respect to liability for "bodily Injury" or "property damage": 1. Caused by °your work" performed for that additional Insured that Is the subject of the written contract or written agreement; and 2. Included In the "products -completed operations hazard". However. a) The Insurance afforded to such additional Insured only applies to the extent permitted by law; and & b) If coverage provided to the additional Insured is required by a contract or agreement, the Insurance afforded to such additional Insured will not be broader then that which you are required by the contract or agreement to provide for such additional Insured The Insurance provided by this endorsement applies only If the written contract or written agreement Is signed prior to the "bodily Injury" or "property damage". We have no duty to defend an additional Insured under this endorsement until we receive written notice of a "suit" by the additional Insured as required in Paragraph b. of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Conditions. B. With respect to the Insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This Insurance does not apply to: a1. "Bodily Injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily Injury" or "property damage" occurs. 2. "Bodily Injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services Including: a. The preparing, approving or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specifications; and b. Supervisory, Inspection, architectural or engineering activities. CG 85 83 0413 Includes cc ® 2013 Liberty Mutual Insurance pyrighted material of Insurance Services office. Inc.. with Its permission . RWeMnugaimtDMdon RrMEwED & ArraovrD Bv: A+�, Aaao(- Risk Management Speddis[ A POLICY NUMBER: BKO (24) 63 31 54 66 EFFECTIVE DATE: 05/02/2023 To 05/02/2024 B. For all sums which the Insured becomes le- gally obligated to pay as damages caused by "occurrences" under Section 1 - Coverage A, and for all medical expenses caused by sc- ddents under Section I - Coverage C. which cannot be attributed only to ongoing oper- agons at a single designated construction project shown In the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount avallable under the General Ag- gregate Limit or the Products -completed Operations Aggregate Limit, whichever Is applicable; and 2. Such payments shall not reduce any Des- Ignated Construction Project General Ag- gregate UmIL C. When coverage for liability edging out of the "products- completed operations hazard" Is provided, any payments for damages be- cause of °bodily injury' or °property dam- age' Included in the "products -completed op- eretions hazard° will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or If the au- thorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project wi0 will be deemed to be the same conetrudlon project, E. The provisions of Section III -Umhs Of Insur- ance not otherwise modified by this endorse- ment shall continue to apply as stipulated. CG 28 03 05 09 ® Insurance Services Office, Inc., 2008 _ FiskMouganntt DMeion REmewm6Apr may: ' Risk Management SpedJist C. With respect to the Insurance afforded by this endorsement, exclusion I. Damage To Your Work of Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability Is replaced by the following: I. Damage To Your Work "Property damage" to "your work" arising out of It or any part of it and Included in the "products. completed operations hazard D. With respect to the Insurance afforded to these additional insureds, the following is added to Section II - Limlts of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional Insured is the amount of insurance: 1. Required by contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declaration. whichever Is less. This endorsement shall not Increase the applicable Limits of Insurance shown In the Declaratio ns. E. With respect to the Insurance afforded by this endorsement, Section IV - Commercial General Liability Conditions Is amended as follows: 1. The following Is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claims Or Suit: An additional Insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result In a Claim or "suit" under this Insurance to us; b. Tender the defense and indemnity of any claim or "suit" to all Insurers whom also have Insurance available to the additional insured; and c. Agree to make available any other Insurance which the additional Insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or Indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional Insured. 2. Paragraph 4. of Section IV - Commercial General Liability Conditions is amended as follows: a. The following is added to Paragraph a. Primary Insurance: if an additional Insured's policy has an Other Insurance provision making Its policy excess, and you have agreed in a written contract or written agreement to provide the additional e Insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional Insured's policy for damages we cover. b. The following is added to Paragraph b. Excess Insurance: _ When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional Insured does not require this Insurance to be primary or primary and non-contributory, this Insurance is excess over any other Insurance for which the additional Insured is designated as a Named Insured. Regardless of the written agreement between you and an additional Insured, this Insur- ance Is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional Insured has been added as an additional Insured on other policies. CG 85 83 04 13 Includes co ® 2013 Liberty Mutual Insurance pyrighted material of Insurance Services office, Inc., with Its permission Ride Muugeme dDivision REvEwm&ARPRoft �_1ilii.1_I4J�` ®1 ff.:e AaVtelo ® Risk Managementipedkist COMMERCIAL GENERAL LIABILITY CG 91 04 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ERRORS AND OMISSIONS COVERAGE THIS ENDORSMENT PROVIDES CLAIMS -MADE AND REPORTED COVERAGE. PLEASE READ THE ENTIRE ENDORSEMENT CAREFULLY. This endorsement modifies insurance provided under the following: c COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Coverage: Contractors Errors And Omissions For Insured Operations e Limit Of Insurance: Each Error Or Omission Deductible: $ 1000 $ 1000000 Per Act, Error Or Omission Limit S $ 1000000 Aggregate Retroactive Date: 05/02/2019 Insured Operations: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Unless the Insured Operations are specified in the Schedule, this endorsement applies to all of your oper- ations. A. The following is added to Section I - Coverages: COVERAGE -CONTRACTORS ERRORS AND OMISSIONS 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because B of a "claim" arising out of a "contractors error or omission" committed by the insured to which this insurance applies. The damages must have resulted from the insured's operations as described in the Schedule and from a defect in material or in a product sold or installed by the insured while acting in this capacity. We will have the right and duty to defend the insured x against any "suit" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages to which this insurance does not apply. We may at our discretion investigate any report of a "contractors error or omission" and settle any "claim" or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Paragraph C. (Section III - Limits of Insurance); and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements. No other obligation or liability to pay sums or perform acts or sery explicitly provided for under Supplementary Payments in Paragraph ® 2014 Liberty Mutual Insurance. CG 91 04 10 14 Includes copyrighted material of Insurance Services Office, Inc., with Its perrnissi, <.,�-.� ,���� RAMwwgnnmtDitdetmt RenEIVEn S AV Rov®6Y: � ®, ® Risk Management Spetlalirt COMMERCIAL GENERAL LIABILITY CO 24 04 08 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organtzation: Blanket Blanket Blanket Infoonatlon required to complete this Schedule, If not shown above, will be shown In the Declarations. The following Is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown In the Schedule above because of payments we make for Injury or damage arising out of your ongoing operations or °your work" done under a contract with that person or organization and Included in the °products -completed operations hazard". This waiver applies only to the person or orgent- zation shown In the Schedule above. CO 24 04 05 09 0 Insurance Services Office, Inc., 2008 n4i xink nlarugemn tD_nWn REVIEWED6 APPROVm aV: ,� Risk Management5petlalist E s a COMMERCIAL GENERAL LIABILITY CG 20 0104 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance avail- able to an additional insured under your poli- cy provided that: (1) The additional insured is a Named In- sured under such other Insurance; and CG 20 01 0413 (2) You have agreed in writing In a contract or agreement that this insurance would be primary and would not seek contribu- tion from any other Insurance available to the additional Insured. © Insurance Services Office, Inc., 2012 Risk MotagrntattDi S[m i2EVI D&Apppp BY: Fl Arwu� ® Risk Management Spetlelist COMMERCIAL GENERAL LIABILITY CG 88 70 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSTRUCTION PROJECT(S) - GENERAL AGGREGATE LIMIT (PER PROJECT) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. A separate Construction Project General Aggregate Limit applies to each construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations . 2. The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" Included in the "products -completed operations hazard", and for medical expenses under Cov- erage C regardless of the number of. a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Construction Project General Aggregate Limit for that construction project. Such payments shall not reduce the General Aggregate Limit shown In the Declarations nor shall they reduce any other Construction Project General Aggregate Limit for any other construction project. 4. The limits shown In the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, Instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate Limit, B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily Injury" or 'property damage" included in the "products. completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Construction Project General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply. CG 88 70 12 08 Includes copyrighted material of 180 Properties, Inc., with Its permission. ;. Risk MMMpne Ettvielcn Rt ntweo 6 MPRov®Bv: R,.jj:r Acweafo ®' Ruk Management Specialist COMMERCIAL GENERAL LIABILITY CG 20 34 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -LESSOR OF LEASED EQUIPMENT - AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II - Who Is An Insured is amended to include as an additional insured any per- son(s) or organization(s) from whom you lease equipment when you and such per- sons) or organization(s) have agreed in writ- ing in a contract or agreement that such per- son(s) or organization(s) be added as an additional Insured on your policy. Such per- son(s) or organization(s) is an Insured only with respect to liability for "bodily injury", "property damage" or "personal and adver- tising injury" caused, in whole or in part, by your maintenance, operation or use of equip- ment leased to you by such person(s) or or- ganization(s). However, the insurance afforded to such ad- ditional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an ad- ditional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. B. With respect to the Insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III -Limits Of Insurance: The most we will pay on behalf of the addi- tional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Dec- larations. Wek Mmugm,nd DWinn Re EWES & APPROVED BY. �. ® Risk Managemen[Spedalis[ CG 20 34 04 113 0 Insurance Services Office, Inc., 2012 Page I or i WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA WC 04 03 06 (Ed. 04-84) We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.02 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person Or Organization Job Description Any person or organization as required by written contract within states covered under this policy. This endorsement changes the policy to which it is attached and Is effective on the date issued unless otherwise staled. (The information below is required only when this endorsement Is Issued subsequent to preparation of the Polley.) Endorsement Effective 01/24/2024 Insured Embee Computer Design Inc WC 04 03 06 (Ed. 04-84) Policy No. WC PI 710827-000 Endorsement No. Insurance company The Pie Insurance Company Countersigned By Risk Mvwgono tDmsb t RevEwmSAPPa mBr. ® RM Management Speaalist