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INFINITY COMMUNICATIONS AND CONSULTING, INC. (7)
INSURANCE NOT ON FILE N-2026-063 WORK MAY NOT PROCEED CITY CLERK DATE: OR 15 1Orj CONSULTANT AGREEMENT WITH INFINITY COMMUNICATIONS AND COMPLIANCE INC. TO PROVIDE E-RATE CONSULTING SERVICES THIS AGREEMENT is made and entered into this 24th day of February, 2025 by and between Infinity Communications and Compliance Services Inc., a Delaware corporation V14r VA(l A ("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"). Consultant and City are also collectively referred to herein as "Parties" or singularly as a "Party." RECITALS A. The City desires to retain a consultant have special skill and knowledge in the field of E- Rate consulting services on behalf of the City's Library Services Department. 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 held 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 - Consultant's Proposal, 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 authorized during the term of this Agreement, including any extension periods, shall not exceed $22,275.00, which is comprised of the following: (1) a base amount of $20,250.00; and (2) a contingency in the amount of $2,025.00 for additional and as -needed services, to be exercised at 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 Page 1 of 9 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 standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall continence on July 1, 2025 and terminate on June 30, 2028, unless terminated earlier in accordance with Section 17, below. 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 subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors 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 Page 2 of 9 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. 7. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of City's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: • 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 general aggregate. • Cyber Liability: Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. • Workers' Compensation as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease. • If Consultant maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, 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 of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, and Cyber Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. Page 3 of 9 • Consultant's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, 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. • For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, 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), Address of Department Responsible for Agreement, M-XX, 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 City. City may require Consultant to 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. basis: Claims Made Policies. If any of the required policies provide coverage on a claims -made + The retroactive date must be shown and must be before the date of the contract. • Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. • If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. 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). Failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves Page 4 of 9 the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. 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 subcontractors, agents, employees, or other persons 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 terms of, or effects, arising from. this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise 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 Page 5 of 9 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 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, California 92702 Fax 714- 647-6956 Page 6 of 9 To Consultant: Executive Director Library Services Dept. City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Infinity Communications and Consulting, Inc. P.O. Box 999 Bakersfield, California 93302 Phone: 661-716-1840 Fax: 661-716-1841 A parry 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 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, which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. Page 7of9 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 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. 18. 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. 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 Page 8 of 9 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Jennifer er APPROVED AS TO FORM SONIA R. CARVALHO City Attorr�e UG �G By: Jonathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL Brian Sternberg Executive Director Library Services Department CITY OF ANTA A Alvaro Nunez City Manager CONSULTANT By: Christian Baker Title: Chief Operating Officer Page 9 of 9 EXHIBIT 17WF Ty COMMUNICATIONS AND COMPLIANCE INC. PROJECT ATTACHMENT 0492-FY2026 SANTA ANA PUBLIC LIBRARY Cfent No. 0492 SERVICES: CATEGORY ONE E-RATE PROFESSIONAL SERVICES INFINITY'S RESPONSIBILITIES Infinity shall perform the following tasks for our Category One E-Rate Professional Services: E-RATE AND CALIFORNIA TELECONNECT FUND (CTF) PROFESSIONAL SERVICES 1. Client Access — Infinity will be available to the Client by phone, email, or in person to address Client related E-Rate Funding issues. The client will provide Infinity with a minimum of 72 hours' notice of a request for onsite service. 2. Program Updates — Infinity will update the Client on changes in the E-Rate and CTF process and help staff to take advantage of newly eligible products and services. 3. Program Compliance — Infinity will assist the Client to verify that USAC rules are being followed and, if necessary, provide guidance on new processes or procedures to ensure program compliance, regarding Bid Evaluations, Procurement, Technology Plans, CIPA compliance, Technology Budget, and Document Retention. E-RATE APPLICATION MANAGEMENT 1 Needs Assessment and Strategic Planning — Infinity will assist the Client to determine a Filing Strategy that best meets the Client's needs to maximize the Client's E-Rate funding opportunities. 2. Determination of Funding Request Amount — Infinity will prepare the required "Item 21 Attachment Sheet", by; review one (1) month of the Client's bills from eligible Service Providers to determine an estimated annual funding request, review of Client's current annual contract(s) for eligible services, and/or review of new contract(s) for eligible services. 3. File Forms — Infinity will prepare and file the following forms required by USAC's School and Library Division to receive E-Rate Category One Telecommunications and Internet Access funding: Form 470, Form 471, and Form 486. 4. Administration of PIA Process -- Infinity will assist the Client in responses to and delivery of the required documentation for USAC's "Program Integrity Assurance" (PIA) information requests. 5. Service Provider Collections — Infinity will prepare the Service Provider's required forms ("Discount Grids") to have the Client's eligible discounts added to the monthly Service Provider Bills (SPI Method) or prepare and file the Form 472 (BEAR Method) to have a reimbursement check issued for the eligible discount amount. 6. Application Status — Infinity will provide the Client with progress status on applications, reviews, and modifications, for the Client's open funding requests. REQUEST FOR PROPOSAL RFP MANAGEMENT SERVICES 1. Develop RFP Documents — Infinity will develop a Request for Proposal (RFP) for Category One Services in compliance with the Client's LOCal/State and the E-Rate Program's procurement requirements. If newspaper publication is required, Infinity will assist the Client with compliance at least 20 days prior to receipt of responses to Form 470. 2. RFP Tracking — Infinity will distribute and track, in electronic form only, the "RFP Documents" to prospective bidders through Infinity's "Projects" website. 3. Administration of RFP Process — Infinity will prepare and distribute project clarification(s) and/or addenda(s) to address questions from prospective bidders. 4. Bid Opening — Infinity will conduct the opening of bid response(s). All bid openings will be held at Infinity's offices, unless otherwise agreed upon between the Client and Infinity. 5, Bid Evaluation - Infinity will evaluate the bid responses based on the E-Rate Program's requirements for the "Evaluation of Bids" and provide the Client with recommendations for the award of contract(s). 6. Contract Administration — Infinity will collect the documents necessary for the award of contract from the successful bidder and coordinate the delivery to the Client for execution. AUDIT ASSISTANCE 1. Document Retention — Infinity will maintain a copy of the documents required for E-Rake Program's "Document Retention Policy", including "Pre -bidding Process", "Bidding Process", "Award of Contracts", "Application Process", "Purchase and Delivery of Service", "Invoicing", "Inventory", and "Forms and Rules Compliance", for up to 10 years from the last date of service. 2. Document Assistance — Infinity will assist the Client in the preparation and delivery of the Auditor requested documentation. 3. Support Services —Infinity will represent the Client during all E-Rate Audits. Project Attachment for E-Rate Services I Page 1 of 3 PO Box 999, Bakersfield, Ca 93302 1 Phone: 661 716.1840 1 Fax: 661.116.1841 1 www.infinitycomm com a k!bTY COMMUNICATIONS AND COMPLIANCE INC. CLIENTS' RESPONSIBILITIES The Client's responsibilities, for the successful completion of our Cate o One E-Rate Professional Services, shall include: 1. Appointing a representative to act on their behalf, with respect to this agreement and the subsequent projects, who has the authority to render decisions and approve requests from Infinity, in a timely manner as not to cause unreasonable delay in the progress of Infinity's service. 2. Provide Infinity with reasonable access to the site, if applicable, to allow Infinity the ability to perform the work detailed in this agreement. 3. Provide Infinity with all information required for the successful completion of the agreed service, within 10 days, after the receipt of a request from Infinity. This includes at a minimum, but not limited to; Copies of Monthly Service Provider Bills, Copies of Service Provider Contracts, Approved Free & Reduced Lunch numbers, Budget Information, Copy of Approved Technology Plan, Copy of CIPA Compliance, and "Authorized Contact" information. 4. Provide a Letter of Authorization (LOA), authorizing Infinity, to act on the Client's behalf to file E-Rate forms and respond to the USAC's request for information. 5. Sign and certify the E-Rate forms required for the Client's application for funding, in a timely manner, so as not to cause a failure to comply with the E-Rate Program's time sensitive deadlines. 6. Require the Service Provider, for the eligible services the Clients is entitled to receive California Teleconnect Fund (CTF) support, to invoice USAC by the SPI Method (Form 474). 7. Maintain and update an "Equipment Asset Register" (EAR). The EAR shall detail the make, model, serial number, and location of all equipment purchased with the support of the Universal Services Fund (E-Rate Program). The Client will provide Infinity with a copy of the EAR for compliance with the "Inventory" section of E-Rate's "Document Retention Policy". 8. Maintain and update a "Service Provider Reimbursement Reconciliation" (SPRR) spread sheet. The SPRR shall include, by FRN(s), the total amount of funds associated with each reimbursement, and/or the total amount of discounts (in the form of discounted bills, checks, or credits) received from the Service Provider. The Client will provide Infinity with a copy of the SPRR for compliance with the "Invoicing" section of E-Rate's "Document Retention Policy". 9. Retain documents, for each funding request, related to the "Pre -bidding Process", "Bidding Process", "Award of Contracts", Application Process", "Purchase and Delivery of Service", "Invoicing", "Inventory", and "Forms and Rules Compliance" for a period of at least 10 years from the last date of service. * In the event, something unforeseen happens that is not covered under PROJECT ATTACHMENT #0492-FY2026 with this contract, an additional fee will be negotiated before any additional services are provided. ** Should the client cease services with Infinity and request document re -constriction for past years filings, there wit/ be a charge for the time to re-create the document library. This charge will be assessed at the time of the request and will need to be paid prior to the release of the re -constructed documents. TERM OF CONTRACT: This Agreement for Category One/Hot Spot services is for a term of three (3) years, with a start date of July 1, 2025, and an expiration date of June 30, 2028, PAYMENT SCHEDULE Infinity's fee for Category One services for FY 2026 through FY 2028 will be an annual base fee of: $4,600.00 Infinity's fee for Category One Hot Spot services for FY2026 through FY 2028 will be an annual base fee of: $2,150.00 Infinity's fee is invoiced on an annual basis, unless otherwise agreed upon by both parties. Project Attachment for E-Rate Services I Page 2 of 3 PO Box 999, Bakersfield, Ca. 93302 1 Phone: 661.716.1840 1 Fax: 661.716.1841 1 www.infinitycomm.com COMMUNICATIONS AND COMPLIANCE INC. *The rates quoted in this contract are for providing services with the client's historical E-Rate activity. Additional or new services may require an additional fee. This fee must be agreed to prior to services being rendered. ** All services provided are invoiced at the time of completion and are due upon receipt. If payment is not received within 34 days, any overdue and unpaid balances may be charged a late fee at a rate of 5% per month. Standard Hourly Rates Schedule For additional work that is required outside the scope of the original project, the hourly rates listed will be charged. Standard Hourly Rates are subject to review and adjustment. The hourly rates effective on the date of the Agreement are: Principal $185.00/hour Sr. Systems Designer $165.001hour Systems Designer $135.001hour CAD Operator $85.00/hour Sr. Project Manager $165.00/hour Project Manager $105.00/hour Design Team Coordinator $85.001hour Compliance Manager $150.00/hour Client Services Specialist $100.001hour Support Staff $60.001hour Reimbursable Expenses Schedule Reimbursable Expense rates are subject to annual review and adjustment. The rates effective on the date of the Agreement are: Newspaper Advertisement 8"x11" Copies/Impression Blueprint Copies Reproducible Copies (Mylar) Reproducible Copies (Paper) Legal Counsel Travel Expenses: Mileage (auto) Airfare Meals Lodging Standard Labor Rate at cost + 15% $0.051sheet at cost + 15% at cost + 15% at cost + 15% at cost + 15% $0.721mile at cost + 15% at cost + 15% at cost + 15% See Hourly Rate Schedule Above IN WITNESS THEREOF, the parties hereto have executed this Agreement on the date written below: Infinity Communications and Communic5tions & Consulting Compliance, Inc. dba Infinity 1/912025 Signature Christian Baker Name P.O. Box 999, Bakersfield, Ca. 93302 Address/City/State/Zip 99-4115379 Federal Tax ID# Date Chief Operations Officer Title Santa Ana Public Library Signature Name Add ress/City/State/Zi p Federal Tax ID# Date Title Project Attachment for E-Rate Services I Page 3 of 3 PO Box 999, Bakersfield, Ca. 93302 I Phone: 661,716,1840 1 Fax: 661.716.1841 I www infinitycorrm.com Infinity - Agreement unsigned Final Audit Report 2025-03-12 Created: 2025-03-12 By: Dylan Dario (ddario@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAL5YWsOZNhZDls2hIgXPaeF9vaHmZKOh- "Infinity - Agreement unsigned" History Document created by Dylan Dario (ddario@santa-ana.org) 2025-03-12 - 5:52:59 PM GMT Document emailed to Brian Sternberg (bsternberg@santa-ana.org) for signature 2025-03-12 - 5:53:04 PM GMT Email viewed b Brian Sternber bsternber y g { g@santa-ana.org) 2025-03-12 - 6:32:16 PM GMT do Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signature Date: 2025-03-12 - 6:33:00 PM GMT - Time Source: server E'er Document emailed to Christian Baker (cbaker@infinitycomm.com) for signature 2025-03-12 - 6:33:01 PM GMT Email viewed by Christian Baker (cbaker@infinitycomm.com) 2025-03-12 - 6:45:19 PM GMT &o Document e-signed by Christian Baker (cbaker@infinitycomm.com) Signature Date: 2025-03-12 - 6:50:06 PM GMT - Time Source: server Q Agreement completed. 2025-03-12 - 6:50:06 PM GMT 0 Adobe Acrobat Sign DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/12/2025 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). CONTACT PRODUCER Symphony Solutions Group NAME: FAX PHONE Symphony Risk Solutions, LLC (A/C, No): (A/C, No, Ext): E-MAIL 2425 N Central Expysolutions@symphonyrisk.com ADDRESS: Suite 900 INSURER(S) AFFORDING COVERAGENAIC # RichardsonTX75080Hartford Underwriters Ins. Co.30104 INSURER A : INSURED Travelers Casualty Ins Co of America19046 INSURER B : Infinity Communications And Compliance IncUnderwriters at Lloyd's INSURER C : Infinity Parentco LLC INSURER D : 4909 Calloway Dr INSURER E : BakersfieldCA93312-9712 INSURER F : 2025-2026 COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 2,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ A57SBABJ2CGF08/30/202408/30/20252,000,000 PERSONAL & ADV INJURY$ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 4,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 $ (Ea accident) ANY AUTOBODILY INJURY (Per person)$ OWNEDSCHEDULED BBA-9N276397-24-42-G10/24/202410/24/2025 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS HIREDNON-OWNEDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB 2,000,000 OCCUREACH OCCURRENCE$ A EXCESS LIAB 57SBABJ2CGF08/30/202408/30/20252,000,000 CLAIMS-MADEAGGREGATE$ 10,000 DEDRETENTION$$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Per Occurence$2,000,000 Cyber Errors and Omissions CESN004006799208/19/202408/19/2025Aggregate$2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers are listed as Additional Insured, under the Insured's Commercial General Liability and Cyber policies, with respect to any liability arising out of work or operations performed by or on behalf of the Insured including materials, parts, equipment, and personnel furnished in connection with such work or operations. Ejhjubmmz!tjhofe!cz! Uv!Usbo! Uv!Usbo!Ohvzfo! Ebuf;!3136/15/29! CzUvUsboOhvzfobu9;68bn-Bqs29-3136 Ohvzfo 19;69;12!.18(11( CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Attn: Library Services Agency –Dylan Dario AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza CA92702 Santa Ana © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/13/2025 3101468 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. CONTACT PRODUCER NAME: LOCKTON COMPANIES, LLC FAX PHONE 888-828-8365 (A/C, No): (A/C, No, Ext): 3657 Briarpark Dr., Suite 700 E-MAIL jotqfsjuzdfsutAmpdlupobggjojuz/dpn ADDRESS: Houston, TX 77042 INSURER(S) AFFORDING COVERAGENAIC # 43575 Indemnity Insurance Company of North America INSURER A : INSURED INSURER B : INFINITY COMMUNICATIONS AND COMPLIANCE I INSURER C : 4909 CALLOWAY DR STE 102 BAKERSFIELD, CA 93312-9713 INSURER D : INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ DAMAGE TO RENTED CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$ (Ea accident) BODILY INJURY (Per person)$ ANY AUTO ALL OWNEDSCHEDULED BODILY INJURY (Per accident)$ AUTOSAUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS (Per accident) AUTOS $ UMBRELLA LIAB EACH OCCURRENCE$ OCCUR EXCESS LIAB CLAIMS-MADEAGGREGATE$ $ DEDRETENTION$ PEROTH- WORKERS COMPENSATION X STATUTEER AND EMPLOYERS' LIABILITY Y / N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A AXC7250519001/01/202510/01/2025 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER WHERE REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IN FAVOR OF City of Santa Ana its City Council officers officials employees agents and volunteers WHEN REQUIRED BY WRITTEN CONTRACT. CzUvUsboOhvzfobu9;68bn-Bqs29-3136 CERTIFICATE HOLDERCANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED ATTN: Library Services Agency - Dylan Dario INACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza, M-42 Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE © 1988-201 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (201/0) Workers'Compensation andEmployers' Liability Policy INFINITY COMMUNICATIONS AND COMPLIANCE I 4909 CALLOWAY DR STE 102 BAKERSFIELD, CA 93312-9713 C72505190 WLR TO 10/01/2025 01/01/2025 03/13/2025 Indemnity Insurance Company of North America CALIFORNIAWAIVEROFOURRIGHTTORECOVERFROM OTHERSENDORSEMENT City of Santa Ana 20 Civic Center Plaza, M-42 Santa Ana, CA 92701 WAIVER OF SUBROGATION IN FAVOR OF City of Santa Ana its City Council officers officials employees agents and volunteers WHEN REQUIRED BY WRITTEN CONTRACT. DECLARATIONS POLICY NUMBER:ESN0040067992 UNIQUE MARKET REFERENCES:B087524C9N5051 THE INSURED:Infinity Communications and Consulting Inc ADDRESS:PO Box 999 Bakersfield, CA 93312 US THE UNDERWRITERS:Underwritten by certain underwriters at Lloyd's and other insurers THE INCEPTION DATE:00:01 Local Standard Time on 19 Aug 2024 THE EXPIRY DATE:00:01 Local Standard Time on 19 Aug 2025 TOTAL PAYABLE:USD10,500.00 Broken down as follows: Premium:USD10,000.00 Policy Administration Fee:USD500.00 TECHNOLOGY SERVICES:Technology Consulting and Services CHOICE OF LAW:California SERVICE OF SUIT:Mendes & Mount LLP 750 7th Avenue New York, NY 10019 LEGAL ACTION:Worldwide TERRITORIAL SCOPE:Worldwide US CLASSIFICATION:Surplus Lines SURPLUS LINES BROKER:Michele Lynn Jansen Licence No. : 4320590 7357 International Place, Suite 101 Sarasota 34240 RETROACTIVE DATE(S): Professional Liability: REPUTATIONAL HARM PERIOD:12 months INDEMNITY PERIOD12 months (CYBER AND PRIVACY cover only): WAITING PERIOD:8 hours OPTIONAL EXTENDED REPORTING 12 months for 100% of applicable annualized premium PERIOD: APPROVED CLAIMS PANEL Wilson Elser Context Security PROVIDERS (CYBER ONLY): Kivu Consulting Crowdstrike DOSArrest Mullen Coughlin Unique Market Reference No. B087524C9N5051 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved Ufdiopmphz ! Qpmjdz!epdvnfou Vojufe!Tubuft 1 PREAMBLE IMPORTANT: COVERAGE TRIGGERS. It is important for you to review this Policy in its entirety carefully, including CONDITION 1, as the trigger for coverage, including when you must notify us of a claim, under each Section and Insuring Clause may differ. Where cyber events or technology errors are not specifically excluded from a Section or Insuring Clause of this Policy, then a claim arising out of a cyber event or technology error which is otherwise covered under that Section or Insuring Clause will be payable, subject to all other terms, conditions and exclusions of this Policy. This Policy is a contract of insurance between you and us. Your Policy contains all the details of the cover that we provide. This Policy consists of and must be read together with the Declarations page and any Endorsements. This Policy is not complete unless it is signed and a Declarations page is attached. The sections of this Policy are identified by the blue lines across the page with white upper case print, these are for information purposes only and do not form part of the cover given by this Policy. Terms in bold upper case print are references to specific Insuring Clauses, Sections or Conditions. Other terms in bold lower case print are defined terms and have a special meaning as set forth in the Definitions section and elsewhere. Words stated in the singular will include the plural and vice versa. In consideration of the premium and in reliance upon the information that you have provided to us prior to the commencement of this insurance, we agree to provide the cover as set out below: INSURING CLAUSES INSURING CLAUSE 1: PROFESSIONAL LIABILITY SECTION A: PRODUCTS AND SERVICES LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of your technology services for any: a.negligent act, error, omission, misstatement or misrepresentation; b.breach of any contractual term implied by law concerning necessary quality, safety or fitness, or your duty to use reasonable care and skill; c.failure of a product to perform or function as intended; d.bodily injury or property damage and any consequential financial loss related to the bodily injury or property damage; or CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 2 e.other act, error or omission giving rise to civil liability but not any breach of contract other than as specified above. We will also pay costs and expenses on your behalf. SECTION B: BREACH OF CONTRACT We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period as a direct result of any unintentional breach of a contract with a client for the provision of your technology services. We will also pay costs and expenses on your behalf. SECTION C: SUB-CONTRACTOR VICARIOUS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period as a direct result of any act, error or omission committed by any sub-contractor engaged by you for the provision of your technology services. We will also pay costs and expenses on your behalf. SECTION D: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND DEFAMATION We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of the provision of your technology services for any: a.infringement of any intellectual property rights, breach of any intellectual property rights license acquired by you or failure to attribute authorship or provide credit; b.act of passing-off, piracy or plagiarism or any misappropriation of content, concepts, format rights or ideas or breach of a contractual warranty relating to intellectual property rights; c.misappropriation of a trade secret; d.invasion, infringement or interference with rights of privacy or publicity, including false light, public disclosure of private facts, intrusion, breach of confidence and commercial appropriation of name or likeness; e.breach of agreement, breach of confidentiality or promissory estoppel, in connection with the failure to maintain the confidentiality of a source or materials furnished by a source or the failure to portray a source or a subject in a certain light; or f.defamation, including but not limited to libel, slander, trade libel, product disparagement, injurious falsehood, emotional distress or outrage based on harm to the character or reputation of any person or entity. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 3 We will also pay costs and expenses on your behalf. SECTION E: REGULATORY COSTS AND FINES We agree to pay on your behalf costs and expenses and any fines or penalties as a result of any regulatory investigation first initiated against you during the period of the policy or any applicable optional extended reporting period arising directly out of the provision of your technology services. However, we will not pay costs and expenses, fines or penalties in respect of any regulatory investigation affecting the wider environment in which you conduct your technology services, as opposed to any regulatory investigation solely affecting you. SECTION F: DISHONESTY OF EMPLOYEES We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of any dishonesty by any employee in the provision of your technology services. We will also pay costs and expenses on your behalf. SECTION G: PAYMENT OF WITHHELD FEES We agree to pay your withheld fees in the event that a client of yours brings or threatens to bring a claim against you that would be covered under INSURING CLAUSE 1 (SECTIONS A, B, C and F only) for an amount greater than your withheld fees if you attempt to recover the withheld fees from them. Prior to payment of your withheld fees you must obtain written confirmation from the client that they will not bring a claim against you if you agree not to pursue them for your withheld fees and provide it to us. INSURING CLAUSE 2: NETWORK SECURITY & PRIVACY LIABILITY SECTION A: NETWORK SECURITY LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including the establishment of any consumer redress fund and associated expenses) as a result of any claim arising directly out of a cyber event first discovered by you during the period of the policy that results in: a.the transmission of malware to a third party's computer system; b.your computer systems being used to carry out a denial of service attack; c.your failure to prevent unauthorized access to information stored or applications hosted on your computer systems or a third party's computer systems; and d.identity theft, experienced by your employees or any third party. We will also pay costs and expenses on your behalf. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 4 SECTION B: PRIVACY LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including the establishment of any consumer redress fund and associated expenses) as a result of any claim arising directly out of a cyber event first discovered by you during the period of the policy that results in: a.an actual or suspected disclosure of or unauthorized access to any Personally Identifiable Information (PII), including payment card information or Protected Health Information (PHI); b.your failure to adequately warn affected individuals of a privacy breach, including the failure to provide a data breach notification in a timely manner; c.a breach of any rights of confidentiality as a direct result of your failure to maintain the confidentiality of any data pertaining to an employee; d.a breach of any rights of confidentiality, including a breach of any provisions of a non- disclosure agreement or breach of a contractual warranty relating to the confidentiality of commercial information, PII, or PHI; e.a breach of any part of your privacy policy; or f.actual or suspected disclosure of or unauthorized access to your data or data for which you are responsible. We will also pay costs and expenses on your behalf. SECTION C: MANAGEMENT LIABILITY We agree to pay on behalf of any senior executive officer all sums they become legally obliged to pay as a result of any claim made against them arising directly out of a cyber event first discovered by you during the period of the policy. We will also pay costs and expenses on behalf of your senior executive officers. However, we will not make any payment under this Section for which the senior executive officer is entitled to indemnity under any other insurance, except for any additional sum which is payable over and above the other insurance. SECTION D: REGULATORY INVESTIGATION COSTS We agree to pay on your behalf any fines and penalties resulting from a regulatory investigation arising as a direct result of a cyber event first discovered by you during the period of the policy. We will also pay costs and expenses on your behalf. SECTION E: PCI FINES, PENALTIES AND ASSESSMENTS We agree to pay on your behalf any fines, penalties and card brand assessments including fraud recoveries, operational reimbursements, non-cooperation costs and case management fees CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 5 which you become legally obliged to pay your acquiring bank or payment processor as a direct result of a payment card breach first discovered by you during the period of the policy. We will also pay costs and expenses on your behalf. INSURING CLAUSE 3: CYBER INCIDENT RESPONSE SECTION A: INCIDENT RESPONSE COSTS We agree to pay on your behalf any reasonable sums necessarily incurred by you, or on your behalf, as a direct result of a cyber event first discovered by you during the period of the policy to: a.gain access to our 24/7 cyber incident response hotline; b.engage with our cyber incident manager who will coordinate the initial response; c.obtain initial advice and consultancy from our cyber incident manager, including threat intelligence in relation to the cyber event; and d.obtain initial remote support and assistance from our cyber incident manager to respond to the cyber event. SECTION B: LEGAL AND REGULATORY COSTS We agree to pay on your behalf any reasonable sums necessarily incurred by you, or on your behalf, as a direct result of a cyber event first discovered by you during the period of the policy to: a.obtain initial legal advice to determine your privacy breach notification obligations; b.draft notification letters, substitute notices, website notices or e-mail notification templates; and c.notify any appropriate government, regulatory, law enforcement, professional or statutory body. SECTION C: IT SECURITY AND FORENSIC COSTS We agree to pay on your behalf any reasonable sums necessarily incurred by you, or on your behalf, as a direct result of a cyber event first discovered by you during the period of the policy to: a.engage with an external IT security consultant to identify the source and scope of the cyber event; b.obtain initial advice to remediate the impact of the cyber event; c.conduct a forensic investigation of your computer systems where reasonable and necessary or as required by law or a regulatory body (including a requirement for a PCI Forensic Investigator); d.contain and remove any malware discovered on your computer systems; and e.engage with an IT security consultant to provide expert witness testimony at any trial or hearing arising from the cyber event. SECTION D: CRISIS COMMUNICATION COSTS We agree to pay on your behalf any reasonable sums necessarily incurred by you, or on your behalf, as a direct result of a cyber event first discovered by you during the period of the policy to: CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 6 a.engage with a crisis communications consultant to obtain specific advice in direct relation to the cyber event; b.coordinate media relations in response to the cyber event; c.receive training for relevant spokespeople with respect to media communications in direct relation to the cyber event; and d.formulate a crisis communications plan in order to reduce damage to your brand and reputation as a direct result of the cyber event. SECTION E: PRIVACY BREACH MANAGEMENT COSTS We agree to pay on your behalf any reasonable sums necessarily incurred by you, or on your behalf, as a direct result of a cyber event first discovered during the period of the policy to: a.print and post appropriate notices for any individual affected by the actual or suspected cyber event or to send e-mail notices or issue substitute notices; b.provide credit monitoring services, identity monitoring services, identity restoration services or identity theft insurance to affected individuals; c.set up a call center to manage inbound and outbound calls in direct relation to the cyber event; and d.provide translation services to manage communications with affected individuals. SECTION F: THIRD PARTY PRIVACY BREACH MANAGEMENT COSTS We agree to pay on behalf of any third party any reasonable sums necessarily incurred as a direct result of a cyber event first discovered by you during the period of the policy to: a.print and post appropriate notices for any individual affected by the actual or suspected cyber event or to send e-mail notices or issue substitute notices; b.provide credit monitoring services, identity monitoring services, identity restoration services or identity theft insurance to affected individuals; c.set up a call center to manage inbound and outbound calls in direct relation to the cyber event; and d.provide translation services to manage communications with affected individuals; provided that you have contractually indemnified the third party against this cyber event and they have a legal obligation to notify affected individuals and that any costs incurred are with a provider that we have selected and approved in conjunction with you. SECTION G: POST BREACH REMEDIATION COSTS We agree to pay on your behalf any reasonable sums necessarily incurred by you, or on your behalf, with our cyber incident manager for any services that will mitigate the potential of a future cyber event following a cyber event covered under INSURING CLAUSE 3. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 7 INSURING CLAUSE 4: CYBER CRIME SECTION A: ELECTRONIC THEFT OF YOUR FINANCIAL ASSETS We agree to reimburse you for loss first discovered by you during the period of the policy as a direct result of any third party committing: a.an unauthorized electronic transfer of your financial assets from a bank or other financial institution, including an asset management firm, pension or investment fund; or b.any phishing, vishing or other social engineering attack against any employee that results in the electronic transfer of your funds to an unintended third party. SECTION B: ELECTRONIC THEFT OF THIRD PARTY FUNDS HELD IN ESCROW We agree to reimburse you for loss (including compensation you are legally obliged to pay) first discovered by you during the period of the policy as a direct result of you having to reimburse any third party for theft from a bank account held in your name of money or other financial assets held by you on behalf of that third party, provided that the theft was committed by any other third party by electronic means, including any phishing, vishing or other social engineering attack against you. SECTION C: THEFT OF PERSONAL FINANCIAL ASSETS We agree to reimburse any senior executive officer for personal financial loss first discovered by them during the period of the policy as a direct result of any third party compromising the company's network security which results in: a.theft of money or other financial assets from a personal bank account of the senior executive officer; or b.identity theft of the senior executive officer as a result of a privacy breach suffered by you. SECTION D: EXTORTION We agree to reimburse you for any ransom paid by you, or on your behalf, in response to an extortion demand first discovered by you during the period of the policy as a direct result of any threat to: a.introduce malware, including ransomware, into your computer systems; b.prevent access to your computer systems or data or any third party systems hosting your applications or data; c.release your confidential information or confidential information entrusted to you; or d.damage your brand or reputation by posting false or misleading comments about you on social media sites. SECTION E: TELEPHONE HACKING We agree to reimburse you for loss associated with the cost of unauthorized calls or unauthorized use of your bandwidth first discovered by you during the period of the policy as a direct result of your telephone system being hacked by a third party. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 8 SECTION F: PUSH PAYMENT FRAUD We agree to reimburse you in the event of fraudulent electronic communications or websites designed to impersonate you or any of your products first discovered by you during the period of the policy, for: a.the cost of creating and issuing a specific press release or establishing a specific website to advise your customers and prospective customers of the fraudulent communications; b.the cost of reimbursing your existing customers for their financial loss arising directly from the fraudulent communications, including fraudulent invoices manipulated to impersonate you; c.your loss sustained following your discovery of the fraudulent communications as a direct result of the fraudulent communications; and d.external costs associated with the removal of websites designed to impersonate you. SECTION G: UNAUTHORIZED USE OF COMPUTER RESOURCES We agree to reimburse you for loss associated with increased electricity costs and cloud service billing first discovered by you during the period of the policy as a direct result of cryptojacking or botnetting. INSURING CLAUSE 5: SYSTEM DAMAGE AND BUSINESS INTERRUPTION SECTION A: SYSTEM DAMAGE AND RECTIFICATION COSTS We agree to reimburse you for the additional cost of employing: a.contract staff or overtime costs for employees to rebuild your data, including the cost of data re-entry or data re-creation; b.specialist data recovery consultants, including IT forensic consultants, to recover your data or applications; and c.specialist consultants or overtime costs for employees working within your IT department to reconstitute your computer systems to the position they were in immediately prior to the cyber event; reasonably and necessarily incurred as a direct result of a cyber event first discovered by you during the period of the policy. SECTION B: INCOME LOSS AND EXTRA EXPENSE We agree to reimburse you for your income loss and extra expense sustained during the indemnity period as a direct result of an interruption to your business activities caused by your computer systems downtime arising directly out of a cyber event or system failure which is first discovered by you during the period of the policy, provided that the computer systems downtime lasts longer than the waiting period. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 9 SECTION C: ADDITIONAL EXTRA EXPENSE We agree to reimburse you for any reasonable sums necessarily incurred during the indemnity period that are in addition to your normal operating expenses and the extra expense recoverable under INSURING CLAUSE 5 (SECTION B only): a.to source your products or services from alternative sources in order to meet contractual obligations to supply your customers; b.to employ contract staff or overtime costs for employees in order to continue your business activities; c.to employ specialist consultants, including IT forensic consultants to diagnose the source of the computer systems downtime; and d.for employees working overtime within your IT department to diagnose and fix the source of the computer systems downtime; to mitigate an interruption to your business activities covered under INSURING CLAUSE 5 (SECTION B only). SECTION D: DEPENDENT BUSINESS INTERRUPTION We agree to reimburse you for your income loss and extra expense sustained during the indemnity period as a direct result of an interruption to your business activities arising directly out of any sudden, unexpected and continuous downtime of computer systems used directly by a supply chain partner which is first discovered by you during the period of the policy, provided that the computer systems downtime lasts longer than the waiting period and arises directly out of any cyber event or system failure. SECTION E: CONSEQUENTIAL REPUTATIONAL HARM We agree to reimburse you for your income loss sustained during the reputational harm period as a direct result of the loss of current or future customers caused by damage to your reputation solely as a result of a cyber event first discovered by you during the period of the policy. SECTION F: CLAIM PREPARATION COSTS We agree to pay on your behalf any reasonable sums necessarily incurred for professional fees to determine the amount of your income loss and extra expense sustained following an event covered under INSURING CLAUSE 5 (SECTIONS B, D and E only). SECTION G: HARDWARE REPLACEMENT COSTS We agree to pay on your behalf any reasonable sums necessarily incurred to replace any hardware forming part of your computer systems, in the event your software or firmware has been corrupted by a cyber event first discovered by you during the period of the policy which directly results in the software or firmware being rendered unusable, provided that replacing the hardware is a more time efficient and cost effective solution than installing new firmware or software onto your existing hardware. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 10 For the purposes of this Section we will only pay for the costs to replace your existing hardware with a model of hardware that meets the minimum requirements to support the installation and operation of new firmware or software. INSURING CLAUSE 6: COMMERCIAL GENERAL LIABILITY SECTION A: BODILY INJURY AND PROPERTY DAMAGE LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of bodily injury or property damage first occurring during the period of the policy, except when it is caused directly by your technology services. We will also pay costs and expenses on your behalf. SECTION B: PERSONAL AND ADVERTISING INJURY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of personal injury or advertising injury first occurring during the period of the policy, except when it is directly caused by your technology services. We will also pay costs and expenses on your behalf. SECTION C: PRODUCTS AND COMPLETED OPERATIONS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of bodily injury or property damage first occurring during the period of the policy caused directly by any product. We will also pay costs and expenses on your behalf. SECTION D: POLLUTION LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of bodily injury or property damage caused directly by pollution first occurring during the period of the policy, on condition that the pollution was the direct result of a sudden, identifiable, unintended and unexpected incident and was not directly caused by your technology services. We will also pay costs and expenses on your behalf. SECTION E: TENANTS’ LEGAL LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of property damage to premises leased to, hired by, on loan to or held in trust by you or otherwise in your care, custody or control first occurring during the period of the policy. We will also pay costs and expenses on your behalf. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 11 SECTION F: MEDICAL EXPENSES We agree to pay medical expenses for bodily injury to a third party caused by an accident first occurring during the period of the policy in the course of your business activities, provided that: a.the third party, at the time of the accident, is not entitled to benefits under any workers' compensation or disability benefits law or similar law; b.the medical expenses are incurred and notified to us within one year of the date of the accident; and c.the third party submits to examination, at our expense, by physicians of our choice and as often as we reasonably require. We will make these payments regardless of fault. SECTION G: EMPLOYEE BENEFITS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against you during the period of the policy or any applicable optional extended reporting period arising out of any act, error or omission committed by you or on your behalf in the administration of your employee benefit program. We will also pay costs and expenses on your behalf. SECTION H: NON-OWNED AND HIRED AUTOMOBILE LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of bodily injury or property damage occurring during the period of the policy in the course of your business activities resulting from the use or operation by you of any automobile that is not owned in whole or in part by the company or licensed in the name of the company. We will also pay costs and expenses on your behalf. SECTION I: LIABILITY FOR DAMAGE TO HIRED OR LEASED AUTOMOBILES We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising out of property damage to an automobile leased to or hired by you from a third party occurring during the period of the policy in the course of your business activities. We will also pay costs and expenses on your behalf. INSURING CLAUSE 7: LOSS MITIGATION In respect of INSURING CLAUSE 1, we agree to reimburse you for any reasonable costs necessarily incurred by you with our prior written agreement (which will not be unreasonably withheld) in respect of measures taken by you to rectify any act, error or omission that resulted in a claim or CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 32 CONDITIONS 1.What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must: a.notify the claims managers as soon as is reasonably practicable (in respect of cyber incidents, a telephone call to our cyber incident response hotline will constitute notification). However, in respect of INSURING CLAUSES 1 and 6 (SECTION G only), this notification must be made no later than the end of any applicable extended reporting period; b.in respect of INSURING CLAUSE 4, report the theft or incident as soon as is reasonably practicable to the appropriate law enforcement authorities and provide us with a copy of this report on our request; and c.not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). In respect of INSURING CLAUSES 1 and 6 (SECTION G only), if you notify an incident that we agree is reasonably expected to give rise to a claim, we will accept any claim that arises out of the incident as being notified under this Policy. We require you to provide full details of the incident, including but not limited to: a.the time, place and nature of the incident; b.the manner in which you first became aware of this incident; c.the reasons why you believe that this incident could give rise to a claim under this Policy; d.the identity of the potential claimant; and e.an indication as to the size of the claim that could result from this incident. In respect of INSURING CLAUSES 2, 3, 4 and 5, if you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). 2.2.AAddddiittiioonnaall iinnssuurreeddss WWee will indemnify any will indemnify any tthhiirrdd ppaarrttyyyy as an additional insured under this Policy, but only in as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' respect of sums which they become legally obliged to pay (including liability for claimants' CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 3333 costs and expenses) as a result of a costs and expenses) as a result of a ccllaaiimm arising solely out of an act committed by arising solely out of an act committed by yyoouu, , provided that:provided that: a.a.yyoouu contracted in writing to indemnify the contracted in writing to indemnify the tthhiirrdd ppaarrttyyy for the for the ccllaaiimm prior to it first prior to it first being made against them; andbeing made against them; and b.had the b.had the ccllaaiimm been made against been made against yyoouu, then , then yyoouu would be entitled to indemnity under would be entitled to indemnity under this Policy.this Policy. Before Before wwee indemnify any additional insured they must: indemnify any additional insured they must: a.prove to a.prove to uuss that the that the ccllaaiimm arose solely out of an act committed by arose solely out of an act committed by yyoouu; and; and b.fully comply with b.fully comply with CCOONNDDIITTIIOONN 11 as if they were as if they were yyoouu.. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non-contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3.Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal, our liability for the claim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority TTeecchhnnoollooggyy vv44..11 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved©1999-2024 CFC Underwriting Ltd, All Rights Reserved 34 4.Application warranty You agree that all statements made by you in the application form, including any renewal application form, and any supplemental materials you have supplied in support of the application for insurance, are your agreements and representations to us and the Policy is issued in reliance upon that information. The misrepresentation or non-disclosure of any matter by you or your agent will render this Policy null and void and relieve us from all liability under this Policy. 5.Calculation of business interruption losses Following an interruption to your business activities covered under INSURING CLAUSE 5 (SECTIONS B, C or D only), you must provide us with your calculation of the loss including: a.how the loss has been calculated and what assumptions have been made; and b.supporting documents including account statements, sales projections and invoices. 6.Cancellation This Policy may be canceled with 30 days written notice by either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. 7.Continuous cover In respect of INSURING CLAUSES 1 and 6 (SECTION G only), if during the period of a previous renewal of this Policy you neglected, through error or oversight only, to report to us an incident that might give rise to a claim, then provided you have maintained uninterrupted insurance of the same type with us since expiry of the previous renewal of this Policy, we will permit the incident to be reported to us under this Policy and we will indemnify you under this Policy in respect of any claim that arises out of the incident, provided: a.the indemnity will be subject to the applicable limit of liability of the previous renewal of this Policy under which the incident should have been reported to us or the applicable limit of liability, whichever is the lower; CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 35 b.we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c.the indemnity will be subject to all other terms and conditions of this Policy. We require you to provide full details of the incident, including but not limited to: a.the time, place and nature of the incident; b.the manner in which you first became aware of this incident; c.reasons why you believe that this incident could give rise to a claim; d.the identity of the potential claimant; and e.an indication as to the size of the claim that could result from this incident. For the avoidance of doubt, this Condition only applies to incidents that might give rise to a claim. 8.Cross liability and severability In respect of INSURING CLAUSE 6 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. 9.Dispute resolution All disputes or differences between you and us will be referred to mediation or arbitration and will take place in the country of registration of the company named as the insured in the Declarations page. In respect of any arbitration proceeding we will follow the applicable rules of the arbitration association in the country where the company stated as the insured in the Declarations page is registered, the rules of which are deemed incorporated into this Policy by reference to this Condition. Unless the applicable arbitration association rules state otherwise, a single arbitrator will be appointed who will be mutually agreed between you and us. If you and we cannot agree on a suitable appointment then we will refer the appointment to the applicable arbitration association. Each party will bear its own fees and costs in connection with any mediation or arbitration proceeding but the fees and expenses of the arbitrator will be shared equally between you and us unless the arbitration award provides otherwise. Nothing in this Condition is intended to remove your rights under CONDITION 21. However, if a determination is made in any mediation or arbitration proceeding, CONDITION 21 is intended only as an aid to enforce this determination. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 36 10.Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right, we will not be liable to return any premium to you. However, this will not affect any non-fraudulent claim under this Policy which has been previously notified to us. 11.Extended reporting period An extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy: a.in respect of INSURING CLAUSES 1 and 6 (SECTION G only), any claim first made against you during the period of the policy and reported to us during this extended reporting period; b.in respect of INSURING CLAUSES 2, 3, 4 and 5, any cyber event, system failure or loss first discovered by you during the period of the policy and reported to us during this extended reporting period; and c.any circumstance that a senior executive officer became aware of during the period of the policy and reports to us during this extended reporting period. No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 12.Optional extended reporting period If we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non-renewal date. This optional extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy: a.in respect of INSURING CLAUSES 1 and 6 (SECTION G only), any claim first made against you and reported to us during this optional extended reporting period, provided that the claim arises out of any act, error or omission committed prior to the date of cancellation or non-renewal; and b.in respect of INSURING CLAUSES 2, 3, 4 and 5, any cyber event, system failure or loss first discovered by you during this optional extended reporting period, provided that the cyber event, system failure or loss first occurred during the period of the policy. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 37 If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non-renewal. The right to the optional extended reporting period will not be available to you where cancellation or non-renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non-renewal by us. 13.Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 6 (SECTIONS H and I only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 6 (SECTIONS H and I only) and the employee has failed to meet these requirements then this Policy will only respond to provide excess coverage as though the requirements had been met, whereby you agree to pay all sums within and up to the required minimum limit. 14.Mergers and acquisitions If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiary for 45 days. We will consider providing cover for the acquired entity after the period of 45 days if: a.you give us full details of the entity within 45 days of its acquisition; and b.you accept any amendment to the terms and conditions of this Policy and agree to pay any additional premium required by us. In the event you do not comply with a. and b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed or alleged to have been committed on or after the date of its acquisition. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 38 No cover will be automatically provided under this Policy for any acquired entity: a.whose business activities are materially different from your business activities; b.that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c.that has experienced a cyber event in the 3 years period prior to its acquisition, if you have purchased INSURING CLAUSES 2, 3, 4 or 5 and the cyber event cost more than the highest deductible of INSURING CLAUSES 2, 3, 4 or 5 If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us. 15.New subsidiaries If you create an entity during the period of the policy cover is automatically extended under this Policy to include the entity as a subsidiary for 45 days. We will consider providing cover for the created entity after the period of 45 days if: a.you give us full details of the entity within 45 days of its creation; and b.you accept any amendment to the terms and conditions of this Policy and agree to pay any additional premium required by us. In the event you do not comply with a. and b. above, cover will automatically terminate for the entity 45 days after the date of its creation. Cover for any created entity is only provided under this Policy for any act, error or omission committed or alleged to have been committed on or after the date of its creation. No cover will be automatically provided under this Policy for any created entity whose business activities are materially different from your business activities. 16.Our rights of recovery If we make any payment under this Policy and you have any right of recovery against a third party in respect of this payment, then we will maintain this right of recovery. You will do whatever is reasonably necessary to secure this right and will not do anything after the event which gave rise to the claim to prejudice this right. We will not exercise any rights of recovery against any employee, unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by the employee. Any recoveries will be applied as follows: CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved 39 a.towards any recovery expenses incurred by us; b.then to us up to the amount of our payment under this Policy, including costs and expenses; c.then to you as recovery of your deductible. 17.Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 18.Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 3 (SECTION E only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 19.Waiver of subrogation Notwithstanding CONDITION 16, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. 20.Sanctions suspension It is a condition under this Policy that the provision of cover, the payment of any claim and the provision of any benefit will be suspended, to the extent that the provision of the cover, payment of the claim or provision of the benefit would expose us to any sanction, prohibition or restriction under the United Nations resolutions or the trade or economic sanctions, laws or regulations of Australia, Canada, the European Union, United Kingdom or United States of America. The suspension will continue until such time we would no longer be exposed to the sanction, prohibition or restriction. 21.Choice of law, jurisdiction and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Technology v4.1 ©1999-2024 CFC Underwriting Ltd, All Rights Reserved INFIPAR-01CFELICIANO DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/21/2025 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). CONTACT PRODUCER NAME: PHONEFAX NewCo Risk, LLC (A/C, No, Ext):(A/C, No): 7014 Crosswood Dr E-MAIL certs@newcorisk.com Austin, TX 78745-5414 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Hartford Underwriters Insurance Company30104 INSURER A : INSURED Federal Insurance Company20281 INSURER B : CFC Underwriting Limited INSURER C : Infinity ParentCo LLC 4909 Calloway Dr INSURER D : Bakersfield, CA 93312-9712 INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) 1,000,000 A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR X 57 SBA BJ2CGF8/30/20258/30/2026 $ PREMISES (Ea occurrence) XX 10,000 MED EXP (Any one person)$ 2,000,000 PERSONAL & ADV INJURY$ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 4,000,000 X POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $ (Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED (Per accident)$ AUTOS ONLYAUTOS ONLY $ 6,000,000 A XX UMBRELLA LIAB OCCUR EACH OCCURRENCE$ 57 SBA BJ2CGF8/30/20258/30/2026 6,000,000 EXCESS LIAB CLAIMS-MADE XX AGGREGATE$ DEDRETENTION$ $ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Management Liability8264-47868/30/20258/30/2026 Aggregate1,000,000 B Tech E&O CyberESO01404822508/30/20258/30/2026 Aggregate2,000,000 C X DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as Additional Insureds. Waiver of Subrogation applies in favor of the Certificate Holder on all applicable policies, where required by contract. Ejhjubmmz!tjhofe!cz! Uv!Usbo! Uv!Usbo!Ohvzfo! Ebuf;!3136/23/22! Ohvzfo 26;25;3:!.19(11( CzUvUsboOhvzfobu4;24qn-Efd22-3136 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana Attn: Library Services Agency ACCORDANCE WITH THE POLICY PROVISIONS. – Dylan Dario M-42 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/10/2025 3101468 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. CONTACT PRODUCER NAME: LOCKTON COMPANIES, LLC FAX PHONE 888-828-8365 (A/C, No): (A/C, No, Ext): 3657 Briarpark Dr., Suite 700 E-MAIL jotqfsjuzdfsutAmpdlupobggjojuz/dpn ADDRESS: Houston, TX 77042 INSURER(S) AFFORDING COVERAGENAIC # 43575 Indemnity Insurance Company of North America INSURER A : INSURED INSURER B : INFINITY COMMUNICATIONS AND COMPLIANCE I INSURER C : 4909 CALLOWAY DR STE 102 BAKERSFIELD, CA 93312-9713 INSURER D : INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ DAMAGE TO RENTED CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$ (Ea accident) BODILY INJURY (Per person)$ ANY AUTO ALL OWNEDSCHEDULED BODILY INJURY (Per accident)$ AUTOSAUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS (Per accident) AUTOS $ UMBRELLA LIAB EACH OCCURRENCE$ OCCUR EXCESS LIAB CLAIMS-MADEAGGREGATE$ $ DEDRETENTION$ PEROTH- WORKERS COMPENSATION X STATUTEER AND EMPLOYERS' LIABILITY Y / N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A ANXC7407087510/01/202510/01/2026 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER WHERE REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION IN FAVOR OF CITY OF SANTA ANA ITS CITY COUNCIL OFFICERS OFFICIALS EMPLOYEES AGENTS AND VOLUNTEERS WHEN REQUIRED BY WRITTEN CONTRACT CzUvUsboOhvzfobu4;25qn-Efd22-3136 CERTIFICATE HOLDERCANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED ATTN: Library Services Agency Dylan Dario M-42 INACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza SANTA ANA CA 92702 AUTHORIZED REPRESENTATIVE © 1988-201 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 25 (201/0) Workers'Compensation andEmployers' Liability Policy INFINITY COMMUNICATIONS AND COMPLIANCE I 4909 CALLOWAY DR STE 102 BAKERSFIELD, CA 93312-9713 C74070875 WLR TO 10/01/2026 10/01/2025 12/10/2025 Indemnity Insurance Company of North America CALIFORNIAWAIVEROFOURRIGHTTORECOVERFROM OTHERSENDORSEMENT City of Santa Ana 20 Civic Center Plaza SANTA ANA, CA 92702 WAIVER OF SUBROGATION IN FAVOR OF CITY OF SANTA ANA ITS CITY COUNCIL OFFICERS OFFICIALS EMPLOYEES AGENTS AND VOLUNTEERS WHEN REQUIRED BY WRITTEN CONTRACT