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SDI PRESENCE, LLC (2)
INSURANCE ON FILE WORK MAY PROCEED N-2024-269 UNTIL INSURANCE EXPIRES CITY CLI_. DATE: AUG 1 5 2024 'LT CO) AGREEMENT WITH SDI PRESENCE, LLC,TO PROVIDE SYSTEM SELECTION � } - PROFESSIONAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 25th day of July, 2024, by and between SDI Presence, LLC, a Delaware limited liability company("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 system selection professional services. 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 services that are described in the Statement of Work, which is attached hereto and incorporated herein as Exhibit A. 2. COMPENSATION a. City agrees to pay,and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total sum to be expended under the term of this Agreement,including extension periods,shall not exceed $47,900.00, which is comprised of(1) the base amount of$33,100.00 and (2) a contingency in the amount of $14,800.00, for any additional and as- needed services to be exercised 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 deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the Page 1 of 9 standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence July 25, 2024 and terminate on July 24, 2025, unless terminated earlier in accordance with Section 17, below. City shall recognize and compensate Consultant for any services performed beginning July 1,2024. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on"public works"and"maintenance"projects. If the services being performed are part of an applicable"public works" or"maintenance"project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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. 6. 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 subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant 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 Page 2 of 9 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. 7. 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. Minimum Scope and Limit of Insurance: • Commercial General Liability (CGL): Insurance Services Office Form CO 00 Olcovering 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. • 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. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. • 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.Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than S1,000,000 per occurrence or claim, and$2,000,000 aggregate. • 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: • 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. • 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. Page 3 of 9 • 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. • 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. • 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. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza M-XX (Responsible Staffs Department Mail Box), 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. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,employees,consultants,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 or its subconsultants, agents, employees, or other persons Page 4 of 9 acting on their 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 tenns 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent,trademark,or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. 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. 11. 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 Page 5 of 9 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. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. 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 Chief Technology and Information Officer Information Technology Department City of Santa Ana 20 Civic Center Plaza (M-42) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5381 To Consultant: SDI Presence, LLC Attn: Sharee L. Wolff, CFO 200 East Randolph,Ste. 3550 Chicago, IL 60601 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 Page 6 of 9 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 timeframes,weekends,federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 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 are not embodied herein. 15. 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 that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 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. 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 completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Page 7 of 9 Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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 or in connection with any activities 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. 19. 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. 20. 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. 21. 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 appear on following page] Page 8 of 9 SIGNATURE PAGE FOR AGREEMENT WITH SDI PRESENCE, LLC,TO PROVIDE SYSTEM SELECTION PROFESSIONAL SERVICES FOR THE CITY OF SANTA ANA IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST CITY OF SANTA A Gtif/r ennifer all Alvaro Nunez City Cle City Manager APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney By: \�.J� (11 101 Jonathan T. Martine Sharee L. Wolff Assistant City Attorney Chief Financial Officer RECOMMENDED FOR APPROVAL Jack Ciulla Chief Technology and Information Officer Information Technology Department Page 9 of 9 EXHIBIT A: STATEMENT OF WORK Enterprise Resource Planning (ERP) Procurement Project Completion The City contracted with SDI Presence LLC to assist the City with the procurement of a replacement ERP system.The project launched in 2023 pursuant to City Agreement 112022-232,which expired on June 30, 2024, Currently,the ERP procurement project is in Phase 4—Select.Tasks 4.1 through 4.5 have been completed, with Tasks 4,6 through 4.8, along with Phase 5— Negotiate, remaining to be completed. This Statement of Work(SOW) provides the remaining tasks to be performed to complete the ERP procurement project, and the associated level of effort and cost to complete the work. Phase 4 - Select The process for selecting a suitable, best fit ERP solution vendor requires the City to follow a structured methodology. The goal of this phase is to ensure that the vendor that is the "best fit" for the City is selected, Up to this point in the project,the City will have invested heavily in establishing the foundation upon which a best fit selection will be made.The tasks in this phase are focused on ensuring a careful and detailed review of information provided in response to the RFP are conducted, as well as independent research,validation, and verification of content. PHASES TASKS DELIVERABLES 4.1--Address Vendor Questions 4.2—Prepare Evaluation Committee • Vendor Question Responses PHASE 4 4.3—con[fuct initial Screening of Proposals • Evaluation Scoring Methodology and Matrix Template 4.4—Assist with Review and Scoring of Proposals • Evaluation Scoring Matrix Sununary SELECT 4.5—Prepare for Proof of capabilities(POC) • POc Session Agenda and scripts 4.6—Facilitate POC Sessions • Vendor Selection Report 4.7—Assist with Due Diligence 4.8—Prepare Vendor Selection Report Task 4.1-Address Vendor Questions TASK DESCRIPTION: Release of a clear and well-structured RFP will dramatically reduce the number of vendor questions. However,due to the complex nature of ERP procurements,the City should anticipate that vendors will submit questions that must be addressed to ensure quality proposals are received. In this task,SDI will assist the City In responding to vendor questions. DELIVERABLE:Vendor Question Responses COMPLETE Task 4.2—Prepare Evaluation Committee TASK DESCRIPTION: SDI will work with the City to identify the evaluation team and prepare an evaluator's packet that includes clear descriptions and direction of the evaluation methodology. The packet will also Include a scoring template to assist the evaluator in tabulating their results. DELIVERABLE: Evaluation Scoring Methodology and Matrix Template COMPLETE 'NSW `Conduct Initial Screening �Of.Pr sets , z ii�„.x�i' TASK DESCRIPTION: SDI will conduct a screening evaluation of all proposals to determine which vendors and proposals meet the mandatory RFP requirements and minimum qualifications. SDI will present the results of our screening evaluation to the City.The City can use this information as a guide to determine which proposals require a detailed review. COMPLETE 'Task 4.4 Assist;with Review and Scoring of Proposals TASK DESCRIPTION:The evaluation team will review and rate the proposals per the evaluation criteria. In addition,SDI will review proposals to identify issues,concerns,questions,or clarifications that should be addressed, and will provide this information to the evaluation team and be available to the evaluators for consultation.SDI will assist the City in arriving at a preliminary evaluation scoring matrix that Identifies a short list of preferred vendors. DELIVERABLE: Evaluation Scoring Matrix Summary COMPLETE ,Task 4.5-Prepare for Proof of Capabilities(POC) TASK DESCRIPTION: Conducting proof-of-capabilities (POC) sessions with short-listed vendors is a key component of the selection process. This provides the vendors with the opportunity to fully demonstrate their solutions using City provided demonstration scenarios and scripts. As part of this task,SDI will develop the POC meeting agenda, scenarios, and scripts for the City to review. In addition, SDI can facilitate interaction between the City and the vendors to help ensure the vendor is adequately prepared to complete the POC. The POC provides valuable input into contract negotiations and helps clarify risk areas for special consideration. COMPLETE DELIVERABLE: POC Session Agenda and Scripts Task 4.6—Facilitate POC Sessions TASK DESCRIPTION:SDI will facilitate the POC sessions to keep vendors on schedule and ensure all POC scripts are completed.At the conclusion of each vendor POC session,SDI will facilitate a debrief meeting with the evaluators to capture feedback and update the evaluation scoring matrix accordingly. This information will be used in the Vendor Selection Report(Task 4.8). Ls' �� W3e �'{ cnGwia «s � a .; f� h`k �, aTask4.7S"s;ts�with blie ��ie�CP s <. TASK DESCRIPTION: SDI will assist the City in planning for and completing reference checks and site visits (if desired by City). While SDI is available to conduct the reference checks, it has been our experience that these are best performed by City staff because of the information exchange and opportunity to further network. 4a�kT (#dd {fie , a a,�a•;•, s a �. �x v1 )^"t t, 4 #-.ts cy;d!,: , ��P��1ar,V,kS'"'r"Iri����1��prtPe � ct ,&� l 1����tY � sl .�a x k dl i Y. s a .0 , 1 't x, +us ..l.t_ r ' �3`....�.•`i�l ��� � �,>:�'P n, TASK DESCRIPTION:Using all the information and work products created to date,SDI will draft a Vendor Selection Report that outlines the process followed and the results of the evaluation, SDI will provide the City the opportunity to review a draft report and provide feedback. SDI will then publish a final Vendor Selection Report, which can be utilized as part of the City's written recommendation for City Council presentation. DELIVERABLE:Vendor Selection Report XISDI Phase 5 - Negotiate Key terms, conditions, scope, and pricing terms must be fully resolved before concluding a final agreement.The purpose of the Negotiate phase is to formalize and implement a negotiation strategy to ensure the City obtains a favorable contract and all outstanding issues are resolved. SDI brings significant experience in contract negotiations that will help ensure an agreement that fully protects the City while supporting a successful implementation. PHASES TASKS DELIVERABLES , 5.1—Research Prior Vendor Agreements P i-i Ask 5 v 5.2 Conduct Initial Agreement Review . Final Agreement with Vendor NEGOTIAT 5'3 Facilitate Negotiation Strategy Workshop . City Council Meeting Participation SA—Conduct •Negotiation •Meetings S.5—Assiet In Obtaining City Council Approval Task 5.1-Research Prior Vendor Agreements TASK DESCRIPTION: This task focuses on identifying signed agreements with agencies that are of a similar size and complexity as they can provide a valuable source of information to help the City prepare for negotiations. SDI will seek out and review available agreements.The review will Include evaluating terms and conditions, pricing, payment terms, milestones,and more.The information gathered will be compared to that which was submitted with the RFP with the goal of identifying any gaps or more favorable terms and conditions, Task 5.2-Conduct initial Agreement Review TASK DESCRIPTION: SDI will perform a review and provide feedback of the proposed agreement templates. Based on our experience, the City should expect multiple agreements (i.e. software licensing, maintenance and support, professional services, 3rd party software, etc.). SDI will provide the City guidance and assistance on the agreement review to help prepare for subsequent negotiations. Task 5.3-Facilitate Negotiation Strategy Workshop TASK DESCRIPTION: SDI will facilitate a workshop with key City staff to develop the negotiation strategy. The workshop will focus on outstanding issues and questions,as well as areas of high risk that need to be addressed. A well-planned negotiation strategy reduces the negotiation timeline, reduces frustration among the parties, ensures the City presents a unified front,and reduces the risk that items will be overlooked. Task 5.4-Conduct Negotiations Meetings TASK DESCRIPTION: SDI will assist the City in preparing for negotiation meetings and will attend to support City staff. 5D1 will facilitate the negotiation meetings and actively participate in discussions and negotiations pertaining to the vendor's contractual documents and Statement of Work to ensure the documents are acceptable to the City and properly hold the vendor accountable. SDI will take the lead in recording the minutes from the meetings to capture outstanding items, next steps,and critical dates. DELIVERABLE: Final Agreement with Vendor Task s.5-Assist in Obtaining City Council TASK DESCRIPTION: SDI will attend and/or participate in the City's presentation of the vendor agreements to the City Council for approval. SDI's level of participation will be at the City's direction. DELIVERABLE: City Council Meeting Participation Level of Effort and Cost The following table reflects the remaining project activities, level of effort, and associated cost to complete the ERP procurement project. While SDI's hourly billing rates have increased since the time of our initial agreement with the City, SDI will honor our previous rate of $3.85 per hour (including as needed contingency work discussed in section 2.a. of the agreement). si.+ t skoesc2'pt�lio 4 4IM1� R " " ;;;' Hours Cost Phase 4-Select 4.1 Address Vendor Questions - $ - 4.2 Prepare Evaluation Committee - $ 4.3 Conduct initial Screening of Proposals - $ - 4.4 Assist with Review and Scoring of Proposals - $ - 4.5 Prepare for Proof of Capabilities(POC) - $ 4.6 Facilitate POC Sessions 80 $ 14,800 4.7 Assist with Due Diligence - 8 $ 1,480 4,8 Prepare Vendor Selection Report 22 $ 4,070 Subtotal:Phase 4-Select 110 $ 20,350 Phase 5-Negotiate 5.1 Research PriorVendor Agreements ...,,4 $ 740 5,2 Conduct Initial Agreement Review 8 $ 1,480 5.3 Facilitate Negotiation Strategy Workshop 16 $ 2,960 5,4 Conduct Negotiations Meetings 16 $ 2,960 5,5 Assist in Obtaining City Council Approval 6 $ 1,110 Subtotal:Phase 5-Negotiate 50 $ 9,250 SUB-TOTAL 160 $ 29,600 Estimated Travel Expenses - $ 3,500 GRAND TOTAL - $ 33,100 SDI will invoice the City monthly for project activities completed in the prior month, providing details regarding tasks completed and hours worked. For travel expenses, SDI will provide detailed receipts substantiating travel costs. ICMCIientContract_5bbbf127-27ec-42ba-80aa-7 0b39f5e380d_2 (002) Final Audit Report 2024-07-31 Created: 2024-07-31 By: MELANIE TORRES(MTorres@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAzSRDmBX4AnLVKMXR8dSRLk_b3m96bbrt "ICMCIientContract_5bbbfl 27-27ec-42ba-80aa-70b39f5e380d_2 (002)" History t Document created by MELANIE TORRES (MTorres@santa-ana.org) 2024-07-31-5:26:43 PM GMT [-y Document emailed to Jack Ciulla (jciulla@santa-ana.org)for signature 2024-07-31-5:26:50 PM GMT in Email viewed by Jack Ciulla Qciulla@santa-ana.org) 2024-07-31 -6:37:35 PM GMT d© Document e-signed by Jack Ciulla Qciulla@santa-ana.org) Signature Date:2024-07-31 -6:37:46 PM GMT-Time Source:server O Agreement completed. 2024-07-31-6:37:46 PM GMT ei Adobe Acrobat Sign DATE(MMIDDIYYYY) ACORD® CERTIFICATE OF LIABILITY INSURANCE `------ 12/1/2024 5/22/2024 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 LOCKTON COMPANIES CONTACT NAME: 500 West Monroe,Stti 400 • PHONE DigitaIIyIigned (A/C.No,Ext): CHICAGO IL 60661 E-MAIL (312)669-6900 ADDRESS: midwestcertificates ,lock 1. In IN URER(S)AFF DING COVER.A E NAIC# INSURER A:TI-. Cl ak _ e�1 _ tp rAc e`, o INSURED SDI Presence LLC INSURER B:T le D eiyC II u P1ct iftp Tiy V 1427688 200 E. Randolph St INSURER C:' ravCelt. ;Property Casualty Corn any of America 25674 Ste 3550 I URER C --- SEc'a EN Chicago IL 60601 UR, he T-. ra �i1 CO t nn di • 2 COVERAGES AEcCeU\i e19 o U 0 1 � •{/1�oL�dUL I.I 1('1`�,,'e'BE : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW N.VE JEEN ISSUED TO1fHIINi;UB�61�11r1 A�JE Ft TOPOR1/410D INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION ',F 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 IN SD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE (MM/DDIYYYY) (MM/DD/YYYY) B X COMMERCIAL GENERAL LIABILITY Y N H-630-0S724669-PIIX-23 6/1/2023 12/1/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JE� X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY N N 810-0S724577-23-13-G 6/1/2023 112/1/2024 COMBINED NGLE LIMIT $ (Ea accidenUSI 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY (Per accident) $ XXX� �XX C x UMBRELLA LIAB X OCCUR N N CUP-0S724762-23-13 6/1/2023 12/1/2024 EACH OCCURRENCE S 25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE S 25,000,000 DED X RETENTION$ 10,000 $ XXXXXXX WORKERS COMPENSATION PER OTH- E AND EMPLOYERS'LIABILITY Y(N N UB-0S724412-24-13-G 6/1/2024 12/1P024 X STATUTE 1 ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000 000 OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Professional N N SEE ATTACHED 12/1/2023 12/1/2024 50M each claim&aggregate limit, Liability/Technology E&O/ $250,000 retention Cyber DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) The City of Santa Ana,its officers,officials,employees,and volunteers are included as additional insured on a Primary and Non-contributory basis if required by written contract with respect to General Liability per the terms and conditions of the policy where pennitted by state law. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 19199585 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PRC\ ��,H Risk Mo ogetnent Division Risk Management Division AUTHORIZED REPRESENTATIVE_.---- r'�Q+ REVIEWED&APPROVED BY: 20 Civic Center Plaza, `i'n1I111 F1 flcevtcla Santa Ana CA 92702 f J/ i �': I /1 '•,, -�� Risk Management Specialist ©1988-20 5 ACORD / \ ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Attachment Code: D563661 Master ID: 1427688, Certificate ID: 19199585 0 City of Santa Ana Risk Management Division To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate,we need your email address. Please contact us via one of the methods below, referencing Certificate ID 19199585. • Email: Chicagoedeliveryalockton.com • Phone: 866-297-8023 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Risk ManagementDivis[on REVIEWED&APPROVED BY: Lockton Companies °: �� 1 ''' A Aczvaolo 500 W. Monroe Street,Suite 3400 ' Rislc Management Specialist Chicago, IL 60661 / , Attachment Code:D590430 Master ID: 1427688, Certificate ID: 19199585 SDI Presence LLC Professional Liability/Technology E&O/Cyber Liability Policy Number Policy Period Insurer Limits ZPL-91 N34346-23-13 12/1/2023 12/1/2024 Travelers Property Casualty Co Policy Aggregate of America $10M MPXE249273 12/1/2023-12/1/2024 Great American Fidelity $5M part of$10M xs Insurance Co. $10M EOL-241029 12/1/2023-12/1/2024 Crum & Forster Specialty Insurance Company $5M part of$10M xs $10M USF01012923 12/1/2023-12/1/2024 Allianz Global Risks US $10M xs $20M Insurance Company 12/1/2023-12/1/2024 Scottsdale Indemnity Company $5M xs $30M 3504101 MTE9040362 04 12/1/2023-12/1/2024 Indian Harbor Insurance $5M xs $35M Company PRX30049745700 12/1/2023-12/1/2024 Endurance American Specialty $5M xs $40M Insurance Company ACX1084323 12/1/2023-12/1/2024 Lloyd's of London $5M xs $45M Rlsk Management Milan . DREVIEWED&APPROVED 8Y: 2 fl' f1ave4 �, Risk Management Specialist DATE(MM/DD/YYYY) ACORO° CERTIFICATE OF LIABILITY INSURANCEF12/1/2025 11/27/2024 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 LOCKTON COMPANIES,LLC CONTACT NAME: 500 West Monroe,Suite 3400 PHONE FAX CHICAGO IL 60661 AMA Lo Ext: A/c,No (312)669-6900 ADDRESS: mldwestcertlficates@loekton.eom INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Charter Oak Fire Insurance Company 25615 INSURED SDI Presence LLC INSURER B:The,Phoenix Insurance Company 25623 1427688 200 E.Randolph St INSURER C:Travelers Property Casualty Company of America 25674 Ste 3550 INSURER D:--- SEE ATTACHMENT--- Chicago IL 60601 INSURER E:Travelers Commercial Casualty Company 40282 INSURER F: COVERAGES CERTIFICATE NUMBER: 19199585 REVISION NUMBER: XXXXXXX 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A AGE To B X �' N H-630-OS724669-PHX-24 12/1/2024 12/1/2025 CLAIMS-MADE � OCCUR PREM SES(Ea occur ence $ 1 OOO OOO MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JE� LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY N N 810-OS724577-24-I3-G 12/1/2024 12/1/2025 Ea..id (CMBINEDtSINGLE LIMIT $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX HIRED NON-OWNED PROPERTY DAMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY Per accident $ XXXXXXX C X UMBRELLA LIAB X OCCUR N N CUP-OS724762-24-13 12/l/2024 12/l/2025 EACH OCCURRENCE $ 25000000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 DED I X I RETENTION$ 10,000 $ XXXXXXX WORKERS COMPENSATION PER OTH- E AND EMPLOYERS'LIABILITY N UB-6Y76504A-24-I3-G 12/1/2024 12/1/2025 Y STATUTE Y/N ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1 OOO 000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 1 000 000 D Professional N N SEE ATTACHED 12/l/2024 12/1/2025 50M each claim&aggregate limit, Liability/Technology E&O/ $250,000 retention Cyber DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Santa Ana,its officers,officials,employees,and volunteers are included as additional insured on a Primary and Non-contributory basis if required by written contract with respect to General Liability per the terms and conditions of the policy where permitted by state law. APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 19199585 191 9 Santa Aria ACCORDANCE WITH THE POLICY PROVISIONS. CityRisk Management Division AUTHORIZED REPRESENTATIVE - {•` •� 20 Civic Center Plaza, -_- Santa Ana CA 92702 - ©1988-20ii ACORD CORPORAT N. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D563661 Master ID: 1427688,Certificate ID: 19199585 L UX3ff N. City of Santa Ana Risk Management Division To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 19199585. • Email: Chicagoedelivery(cD_lockton.com • Phone: 866-297-8023 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 500 W. Monroe Street, Suite 3400 Chicago, IL 60661 Attachment Code: D590430 Master ID: 1427688,Certificate ID: 19199585 SDI Presence LLC Professional Liability/Technology E&O/Cyber Liability Policy Number Policy Period Insurer Limits ZPL-91 N34346-24-13 12/1/2024-12/1/2025 Travelers Property Casualty Company of America $51VI Aggregate EOL-243134 12/1/2024-12/1/2025 Crum & Forster Specialty $5M xs $5M Insurance Company MPXE249273 12/1/2024-12/1/2025 Great American Fidelity I $5M xs $10M Insurance Co. 12/1/2024-12/1/2025 Allianz Global Risks US USF05286124 Insurance Company $5M part of$10M xs $15M BFLCYETIL011400_022616_01 12/1/2024-12/1/2025 Texas Insurance Company $51VI part of$10M xs $15M 12/1/2024-12/1/2025 Endurance American $51VI xs $25M PRX30049745701 Insurance Company EOXS2410002262-01 12/1/2024-12/1/2025 Ascot Insurance Company $51VI xs $30M MTE9040362 05 12/1/2024-12/1/2025 Indian Harbor Insurance $51VI part of$10M xs Company $35M 12/1/2024-12/1/2025 Lloyd's of London $5M part of$10M xs ACX1124124 $35M EK13551431 12/1/2024-12/1/2025 Scottsdale Indemnity $5M xs $45M Company COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE — INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE— INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE —GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained in Section II. LIABILITY COVERAGE: Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance services APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep us advised of all proceedings and ac- An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv) We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE— INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Compan .All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Service APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE —GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV— BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III —PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident'. (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES— INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident' parel and other personal property which is: or "loss", provided that the "accident' or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company. Page 3 of 4 Includes copyrighted material of Insurance Service APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV—BUSINESS AUTO CONDITIONS: APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved . CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part S. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less I. Blanket Additional Insured — Mortgagees, B. Who Is An Insured —Unnamed Subsidiaries Assignees, Successors Or Receivers C. Who Is An Insured— Employees — Supervisory J. Blanket Additional Insured —Governmental Positions Entities — Permits Or Authorizations Relating To D. Who Is An Insured—Newly Acquired Or Formed Premises Limited Liability Companies K. Blanket Additional Insured —Governmental E. Who Is An Insured— Liability For Conduct Of Entities — Permits Or Authorizations Relating To Unnamed Partnerships Or Joint Ventures Operations F. Blanket Additional Insured — Persons Or L. Medical Payments — Increased Limit Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation Required By Written Contract Or Agreement G. Blanket Additional Insured — Broad Form Vendors N. Contractual Liability —Railroads H. Blanket Additional Insured —Controlling Interest O. Damage To Premises Rented To You PROVISIONS A. NON-OWNED WATERCRAFT — 75 FEET LONG is responsible for the use of a watercraft OR LESS that you do not own that is: 1. The following replaces Paragraph (2) of (1) 75 feet long or less; and Exclusion g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I — property for a charge. COVERAGES — COVERAGE A — BODILY B. WHO IS AN INSURED — UNNAMED INJURY AND PROPERTY DAMAGE SUBSIDIARIES LIABILITY: The following is added to SECTION II — WHO IS (2) A watercraft you do not own that is: AN INSURED: (a) 75 feet long or less; and Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named (b) Not being used to carry any person or Insured in the Declarations is a Named Insured if: property for a charge; a. You are the sole owner of, or maintain an 2. The following replaces Paragraph 2.e. of ownership interest of more than 50% in, such SECTION II—WHO IS AN INSURED: subsidiary on the first day of the policy period; e. Any person or organization that, with your and express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance. CG D4 17 02 19 ©2017 The Travelers Indemnity Corr Includes copyrighted material of Insurance SeR APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for"bodily injury" organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it; and advertising injury" caused by an offense b. Coverage A does not apply to "bodily committed: injury" or"property damage" that occurred a. Before you maintained an ownership interest before you acquired or formed the of more than 50% in such subsidiary; or organization; and b. After the date, if any, during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50% in such subsidiary. offense committed before you acquired or For purposes of Paragraph 1. of Section II —Who formed the organization. Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section II deemed to be designated in the Declarations as: —Who Is An Insured, each such organization a. A limited liability company; will be deemed to be designated in the Declarations as: b. An organization other than a partnership, joint a. A limited liability company; venture or limited liability company; or c. A trust; b. An organization, other than a partnership, joint venture or limited liability company; as indicated in its name or the documents that or govern its structure. c. A trust; C. WHO IS AN INSURED — EMPLOYEES — as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure. The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED — LIABILITY FOR SECTION II—WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIPS OR Paragraphs (1)(a), (b) and (c) above do not apply JOINT VENTURES to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of course of the co-"employee's" employment by you SECTION II—WHO IS AN INSURED: arising out of work by any of your "employees" No person or organization is an insured with who hold a supervisory position. respect to the conduct of any current or past D. WHO IS AN INSURED — NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FORMED LIMITED LIABILITY COMPANIES Named Insured in the Declarations. This The following replaces Paragraph 3. of SECTION paragraph does not apply to any such partnership II—WHO IS AN INSURED: or joint venture that otherwise qualifies as an insured under Section II—Who Is An Insured. 3. Any organization you newly acquire or form, F. BLANKET ADDITIONAL INSURED — PERSONS other than a partnership or joint venture, and OR ORGANIZATIONS FOR YOUR ONGOING of which you are the sole owner or in which OPERATIONS AS REQUIRED BY WRITTEN you maintain an ownership interest of more CONTRACT OR AGREEMENT than 5O%, will qualify as a Named Insured if there is no other similar insurance available to The following is added to SECTION II — WHO IS that organization. However: AN INSURED: a. Coverage under this provision is afforded Any person or organization that is not otherwise only: an insured under this Coverage Part and that you (1) Until the 180th day after you acquire have agreed in a written contract or agreement to or form the organization or the end of include as an additional insured on this Coverage the policy period, whichever is earlier, Part is an insured, but only with respect to liability if you do not report such organization for"bodily injury" or"property damage" that: in writing to us within 180 days after a. Occurs subsequent to the signing of that you acquire or form it; or contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 ©2017 The Travelers Indemnity Company. All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance S APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 COMMERCIAL GENERAL LIABILITY agreement applies or the acts or omissions of performed at such vendor's premises in any person or organization performing such connection with the sale of "your operations on your behalf. products"; or The limits of insurance provided to such insured (6) "Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less. by or on behalf of such vendor. G. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to: FORM VENDORS The following is added to SECTION II — WHO IS a. Any person or organization from whom you AN INSURED: have acquired your products", or any ingredient, part or container entering into, Any person or organization that is a vendor and accompanying or containing such products; that you have agreed in a written contract or or agreement to include as an additional insured on b. Any vendor for which coverage as an this Coverage Part is an insured, but only with additional insured specifically is scheduled by respect to liability for bodily injury or property endorsement. damage" that: a. Occurs subsequent to the signing of that H. BLANKET ADDITIONAL INSURED — contract or agreement; and CONTROLLING INTEREST b. Arises out of "your products" that are 1. The following is added to SECTION II —WHO distributed or sold in the regular course of IS AN INSURED: such vendor's business. Any person or organization that has financial The insurance provided to such vendor is subject control of you is an insured with respect to to the following provisions: liability for "bodily injury", "property damage" or"personal and advertising injury" that arises a. The limits of insurance provided to such out of: vendor will be the minimum limits that you a. Such financial control; or agreed to provide in the written contract or agreement, or the limits shown in the b. Such person's or organization's Declarations, whichever are less. ownership, maintenance or use of b. The insurance provided to such vendor does premises leased to or occupied by you. not apply to: The insurance provided to such person or organization does not apply to structural (1) Any express warranty not authorized by alterations, new construction or demolition you or any distribution or sale for a operations performed by or on behalf of such purpose not authorized by you; person or organization. (2) Any change in "your products" made by 2. The following is added to Paragraph 4. of such vendor; SECTION II—WHO IS AN INSURED: (3) Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration, premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED — then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS (4) Any failure to make such inspections, OR RECEIVERS adjustments, tests or servicing as The following is added to SECTION II — WHO IS vendors agree to perform or normally AN INSURED: undertake to perform in the regular course of business, in connection with the Any person or organization that is a mortgagee, distribution or sale of"your products"; assignee, successor or receiver and that you have agreed in a written contract or agreement to (5) Demonstration, installation, servicing or include as an additional insured on this Coverage repair operations, except such operations Part is an insured, but only with respect to its CG D4 17 02 19 ©2017 The Travelers Indemnity C Includes copyrighted material of Insurance APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or construction, erection or removal of any of the receiver for "bodily injury", "property damage" or following for which that governmental entity has "personal and advertising injury"that: issued such permit or authorization: advertising a. Is "bodily injury" or "property damage" that signs, awnings, canopies, cellar entrances, coal occurs, or is "personal and advertising injury" holes, driveways, manholes, marquees, hoist caused by an offense that is committed, away openings, sidewalk vaults, elevators, street subsequent to the signing of that contract or banners or decorations. agreement; and K. BLANKET ADDITIONAL INSURED — b. Arises out of the ownership, maintenance or GOVERNMENTAL ENTITIES — PERMITS OR use of the premises for which that mortgagee, AUTHORIZATIONS RELATING TO OPER- assignee, successor or receiver is required ATIONS under that contract or agreement to be The following is added to SECTION II — WHO IS included as an additional insured on this AN INSURED: Coverage Part. Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions: are required by any ordinance, law, building code a. The limits of insurance provided to such or written contract or agreement to include as an mortgagee, assignee, successor or receiver additional insured on this Coverage Part is an will be the minimum limits that you agreed to insured, but only with respect to liability for "bodily provide in the written contract or agreement, injury", "property damage" or "personal and or the limits shown in the Declarations, advertising injury" arising out of such operations. whichever are less. The insurance provided to such governmental b. The insurance provided to such person or entity does not apply to: organization does not apply to: a. Any "bodily injury", "property damage" or (1) Any "bodily injury" or "property damage" "personal and advertising injury" arising out of that occurs, or any "personal and operations performed for the governmental advertising injury" caused by an offense entity; or that is committed, after such contract or b. Any "bodily injury" or "property damage" agreement is no longer in effect; or included in the "products-completed (2) Any "bodily injury", "property damage" or operations hazard". "personal and advertising injury" arising L. MEDICAL PAYMENTS—INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7. of SECTION construction or demolition operations III —LIMITS OF INSURANCE: performed by or on behalf of such mortgagee, assignee, successor or 7. Subject to Paragraph S. above, the Medical receiver. Expense Limit is the most we will pay under J. BLANKET ADDITIONAL INSURED — Coverage C for all medical expenses GOVERNMENTAL ENTITIES — PERMITS OR because of "bodily injury" sustained by any AUTHORIZATIONS RELATING TO PREMISES one person, and will be the higher of: The following is added to SECTION II — WHO IS a. $10,000; or AN INSURED: b. The amount shown in the Declarations of Any governmental entity that has issued a permit this Coverage Part for Medical ExpenseLimit. or authorization with respect to premises owned or occupied by, or rented or loaned to, you and M. BLANKET WAIVER OF SUBROGATION that you are required by any ordinance, law, The following is added to Paragraph 8., Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV — COMMERCIAL GENERAL Part is an insured, but only with respect to liability LIABILITY CONDITIONS: for "bodily injury", "property damage" or "personal If the insured has agreed in a contract or and advertising injury" arising out of the agreement to waive that insured's right of existence, ownership, use, maintenance, repair, recovery against any person or organization, we Page 4 of 5 ©2017 The Travelers Indemnity Includes copyrighted material of Insurance APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured organization, but only for payments we make contract' in the DEFINITIONS Section is because of: deleted. a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b. "Personal and advertising injury" caused by damage" in the DEFINITIONS Section: an offense that is committed; "Premises damage" means "property damage" to: subsequent to the execution of the contract or a. Any premises while rented to you or agreement. temporarily occupied by you with permission N. CONTRACTUAL LIABILITY—RAILROADS of the owner; or 1. The following replaces Paragraph c. of the b. The contents of any premises while such definition of "insured contract' in the premises is rented to you, if you rent such DEFINITIONS Section: premises for a period of seven or fewer c. Any easement or license agreement; consecutive days. APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 CG D4 17 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc.with its permission. POLICY NUMBER: H-630-OS724669-PHX-24 GENERAL PURPOSE ENDORSEMENT PERSON OR ORGANIZATION: Any person or organization to whom you have agreed in a written contract that notice of cancellation of this policy will be given, but only if: 1. You send us a written request to provide such notice, including the name and address of such person or organization, after the first Named Insured receives notice from us of the cancellation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this endorsement. ADDRESS: The address for that person or organization included in such written request from you to us. APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 IL T8 03 Page 1 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares,we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury' or"property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them. At our request, agreement by you. the insured will bring "suit" or transfer those rights to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send notice to the first Named Insured. The due date proof of notice. for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Inder APPROVED 219 Includes copyrighted material of Insur By Cynthia Mora at 10:10 am, Dec 11, 2024 TRAVELERS I' WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB-6Y76504A-24-I3-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. APPROVED By Cynthia Mora at 10:10 am, Dec 11, 2024 Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 12-03-24 STASSIGN: PAGE 1 OF