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HomeMy WebLinkAboutSYSTEM INNOVATORS (5) INSURANCL ol,, IL� A-2023-013-01 A WORK MAY PROCEED UNTIL INSU ANCE EXPIRE"5 CITY CLERK, DATE: FIRST AMENDMENT TO MASTER RENEWAL AGREEMENT FOR APR 17 2025 PROFESSIONAL SERVICES THIS FIRST AMENDMENT is made and entered into this 15th day of April,2025 by and p:(-r;Jlcr(,I) between N. Harris Computer Corporation, a Florida corporation ("CONSULTANT"), and the k�e Wlo V City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"). CITY and CONSULTANT shall hereinafter be referred to as individually as "PARTY" and collectively as "the PARTIES". RECITALS A. On February 7, 2023, the PARTIES entered into a Master Renewal Agreement, #A-2023- 013-01 ("Master Renewal Agreement") and a Support and Maintenance Agreement, #A- 2023-013-02 to provide to provide cashiering and revenue tracking software, along with support and maintenance of such software. B. The term of the Master Renewal Agreement runs through December 31,2025 and allows for the provision of two(2)extension options of three years,and one year,respectively. The term identified in the Support and Maintenance Agreement, pursuant to Section 15, "shall be identical to the Term set forth in the Master Rental Agreement". The final end date for the term of the Master Renewal Agreement,if all the extension years are exercised, is December 31, 2029. The Master Renewal Agreement is current and in-effect. C. The PARTIES have determined that a revision to the defined extension periods is beneficial to meet the goals and expectations for each PARTY regarding both the Master Renewal Agreement and the Support and Maintenance Agreement. D. System Innovators, Inc., the original contracting PARTY to the Master Renewal Agreement and Support Maintenance Agreement, was a division of N. Harris Computer Corporation, but has since become an inactive corporation pursuant to the Florida Department of State. E. The PARTIES now wish to amend the Master Renewal Agreement to: 1)recognize N.Harris Computer Corporation as the contracting PARTY; and 2) amend the term to allow for four (4) one-year extension options. With this First Amendment, the City will exercise its first one-year option to extend. No other changes are contemplated by this First Amendment to the Master Renewal Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement,except as herein modified,the PARTIES agree as follows: 1. The name of the CONSULTANT is changed to N. Harris Computer Corporation. 2. Section 3, TERM, is amended to read as follows: The base term of this Agreement shall commence on the date first written above and shall expire on December 31, 2025, with the option for the City to exercise up to four (4) one-year extension options. If all extension periods are exercised, the term of the Master Renewal Agreement will end on December 31,2029,unless amended by the PARTIES for a longer term or terminated earlier in accordance with Section 12, below. This Agreement shall cover all services provided by Consultant since January 1, 2022. The initial term and the extension options thereto shall collectively be referred to as the "Term". 3. By operation of this First Amendment, the City is hereby opting to exercise the first one-year extension available under this First Amendment thereby extending the Master Renewal Agreement through December 31, 2026. 4. Except as modified by this First Amendment, all terms and conditions of the Master Renewal Agreement remain in full force and effect. IN WITNESS WHEREOF, the PARTIES hereto have executed this Amendment the date and year first above written. ATTEST: CITY OF S TA AN ennifer L. a lvaro Nunez City Manager APPROVED AS TO FORM: CONSULTANT SONIA R. CARVALHO City Attorney N44-l -JDigitally signed by Jeffrey � ��, u - r Jeffrey Sumner Sumner BY Date:2025.04.09 09:42:14-04'00' Andrea Garcia-Miller By: Jeffrey Sumner Assistant City Attorney Title: Executive Vice President RECOMMENDED FOR APPROVAL Al..&r T,1,Wd VApr 9.202509:4I Mtj Alex Trinidad Acting Executive Director Finance and Management Services Agency CERTIFICATE OF LIABILITY INSURANCE FD12E(MM241YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Canada Limited NAME: _ 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com PHONE FAX Toronto,ON,M5J OA8 E MAIL Ext): IArc,Nod; ADDRESS: INSURERS)AFFORDING COVERAGE NAIC# CN102165922-sndrd-GAWUP-24-25 Harris INSURER A: Federal.Insurance Company 20281 INSURED Constellation Software,Inc.and INSURER B: Great.Northern Insurance Company 20303 System Innovators INSURER_ c: ACE American Insurance Company 22667 5265 Rockwell Drive NE Cedar Rapids,IA 52402 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004158061-03 REVISION NUMBER: 18 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. '-SR OF INSURANCE ADDL SUBIR P� i POLICY EXP LTR. POLICY NUMBER MMIDDJYYYY MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 995048-39EUC 09/27/2024 09/27/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES�a occurrence $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ B AUTOMOBILE LIABILITY 7360-03-97 09l27I2024 0912712025 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ X OWNED SCHEDULED AUTOS ONLY Fxx AUTOS BODILY INJURY(Per accident) $ X HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A X j UMBRELLA LIAB X OCCUR 9365-24-30 09/27/2024 09127/2025 EACH OCCURRENCE $ 2,000,000 —=� EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DFD RETENTION$ $ C WORKERS COMPENSATION 71764342 09/27/2024 0/12112/25 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? UN N/A - (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 $ 1.000,000 A Professional Liability DD1813225 09/27/2024 09/27/2025 Limit 10,OOQ000 Tech E&O&Cyber SIR-$5M DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Project Number:A-2023-013-02;Project Name:Support And Maintenance Agreement. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to general liability and auto liability. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana,CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD APPROVED By Luisa Najera at 8:33 am,Feb 03,20: A`oRo° CERTIFICATE OF LIABILITY INSURANCE 7TE1/2025IYYYY) 1/2025 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). PRODUCER CONTACT Marsh Canada Limited NAME: PHONE FAX 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com (A/C,No Ext: A/C,No Toronto,ON,M5J OAS E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 1 02165922-sndrd-GAWUP-25-26 Harris INSURERA: Federal Insurance Company 20281 INSURED Constellation Software,Inc.and INSURER B: ACE American Insurance Company 22667 System Innovators INSURERC: XL Specialty Insurance Company 37885 5265 Rockwell Drive NE INSURER D Cedar Rapids,IA 52402 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004158061-13 REVISION NUMBER: 30 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 9950-48-39WUC 09/27/2025 09/27/2026 EACH OCCURRENCE $ 1,000,000 RENTEDDAMAGE TO CLAIMS-MADE X� OCCUR FIR SES(Ea."; Ea occrre... $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 1,000,N 000 OTHER: $ A AUTOMOBILE LIABILITY 7360-03-97 09/27/2025 09/27/2026 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ X OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS ONLY X AUTOS ONLY Per accident) $ A X UMBRELLALIAB X OCCUR 9365-24-30 09/27/2025 09/27/2026 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 71764342 09/27/2025 09/27/2026 PER OTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability US00158150EO25A 09/27/2025 09/27/2026 Limit 10,000,000 Tech E&O&Cyber SIR 2,500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Project Number:A-2023-013-02,Project Name:Support And Maintenance Agreement. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to general liability and auto liability. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to General Liability,Auto Liability and Worker's Compensation. Digitally signed TU Tran by Tu Tran Nguyen Nguyen0092826-0800? APPROVED By Tu Tran Nguyen at 9:28 am,Nov 12,2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:FMSA-Treasury THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,M-13 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE of Marsh USA LLC @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102165922 LOC#: Canada ACCOR o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh Canada Limited Constellation Software,Inc.and System Innovators POLICY NUMBER 5265 Rockwell Drive NE Cedar Rapids,IA 52402 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Crime: Carder:Chubb Insurance Company of Canada Policy No.:8222-7301 Policy Dates:09/27/2025-09/27/2026 Deductible-$500,000 Limits: $5,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CH us B° Liability Insurance Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 W[]C Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCTOBER 13,2025 This Endorsement applies to the following forms: GENERAL LIABILrrY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are hmreds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an inured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contractor agreement. Uabf ,lrr zvanw AAAW,, 11--4-Q.h.A d.d 0 ,e,,.,rkn, M—m „ wn nuad nne-r m .. r n-ss c r.....,...--4 a 4 CHusso LiLbiiity J=nuurvemenr (co tinuec.) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primar-v insurance such as is afforded by this policy,then in such case Insurance-Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization, Schedule CITY OF SANTA ANA,ITS CITY COUNCIL,OFFICERS,OFFICIALS, EMPLOYEES,AGENTS AND VOLUNTEERS 20 CIVIC CENTER PLAZA ROSS ANNEX,M-21 SANTA ANA,CA 92702 All other terms and conditions remain unchanged. Authorized Representative 'iability 1r18urarive ---- vrrrr POLICY NUMBER: (25) 736©-03-97 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Wrth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Constellation Software, Inc. Endorsement Effective Date: 09-27-2025 to 09-27-2026 SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS FOR WHICH. YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO WAIVE YOUR RIGHTS OF RECOVERY YOU WOULD OTHERWISE HAVE AGAINST SUCH PERSONS OR ORGANIZATIONS FOR "LOSS" TO WHICH THIS INSURANCE APPLIES. Information required to complete this Schedule if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 441013 @ Insurance Services Office, Inc., 2011 Page 1 of 1 C H U B B° Policy Conditions Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 WUC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Da to Issued OCTOBER 13,2025 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS The following changes are made as respects exposures in the state of Iowa. Under Conditions,the provisions titled Cancellation and When We Do Not Renew are deleted and replaced by the following: Conditions Cancellation A. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. B, We may cancel this policy by mailing or delivering to the first named insured and any loss payee advance written notice of cancellation at least: 1, 30 days before the effective date of cancellation if we cancel due to loss of reinsurance,subject to subparagraph D.f.;or 2. 10 days before the effective date of cancellation if we cancel for any other reason. C. Cancellation of policies in effect for less than 60 days. If this policy is a new policy and has been in effect for less than 60 days we may cancel for: 1, loss of reinsurance,subject to subparagraph D.6.;or 2. any other reason. Policy Conditions Iowa Mandatory—Cancellation And Nonrenewal continued Form 80-02.9766(Ed.8•04) Endorsement Pape 1 +Condffions Cancellation D. Cancellation of policies in effect for bQ drays or more. (continued) If this policy has been in effect for 60 days or more or if this policy is a renewal of a policy we issued,we may cancel only for one or more of the following reasons: 1. nonpayment of premium; 2. misrepresentation or fraud made by or with your knowledge in obtaining the policy, when renewing the policy,or in presenting a claim under the policy; 3. acts or omissions by you that substantially change or increase the risk insured; 4. determination by the commissioner that the continuation of the policy will.jeopardize our solvency or would place us in violation of the insurance laws of this or any other state; S. you have acted in a manner which you knew or should have known was in violation or breach of a policy term or condition;or b, loss of reinsurance which provides coverage to us for a significant portion of the underlying risk insured,but only if the commissioner determines that such cancellation is justified. E. We will mail or deliver our notice to the first named inswred's and any loss payee's last mailing address known to w&Notice of cancellation will state the specific reasons for cancellation. F. Notice of cancellation will state the effective date of cancellation.The policy period will end on that date. G. If this policy is canceled,we will send the fast named inured any premium refund due.If we cancel,the refund will be pro rats. If the first named insured cancels,the refund may be less than pro rata.The cancellation will be effective even if we have not made or offered a refund. H. If notice of cancellation is mailed,a post office department certificate of mailing is proof of receipt of the notice. If cancellation is for nonpayment of premium,a certificate of mailing is not required. Nonrenewal If we decide not to renew this policy,we will mail or deliver written notice of nonrenewal to the first named insured and any loss payee at least 45 days before the expiration date. We will mail or deliver our notice to the first named insured's and any loss payee's last mailing address known to us.If notice is mailed,a post office department certificate of mailing is proof of receipt of the notice. All other terms and conditions remain unchanged Authorized Representative _D7 Policy conditions Iowa Mandatory—Cancellation And IVonrsnewal last page Form 80-02-6766(Ed.8-04) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 WUC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Da to Issued OCTOBER 13,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions,Transfer Or Waiver Of Rights Recovery Against Others,the following provision is added. Conditions Trans of Waiver of Rights of Recovery Against Others However,we waive any right of recovery we may have against the designated person or organization shown below because of payments we make for injury or damage arising out of your ongoing operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH WAIVER AS IS AFFORDED BY THIS ENDORSEMENT. All other terms and conditions remain unchanged. Auttrorized Representative �c �a�t� � i L"ity Insurance COND-WAIVER OF TRANSFER OF RIGHT OF RECOVERY last gage Form 84-02-2373(Ed.4-94) Endorsement Page I Workers'Compensation and Employers'Llablllty Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number.(26)7176-43-42 Policy Period Effective Data of Endorsement 09-27-2025 TO 09-272026 09-27-2025 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the data issued unless otherwise stated. EARLIER NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US A. Under Condition D.Cancellation of Part Six, the time period is amended as follows: We may Cancel this policy by mailing or delivering to you written notice of cancellation at least: 1. 10 days before the effective date of cancellation if we cancel far non-payment of premium; or 2. 90 days before the effective date of Cancellation if we cancel for any other reason. B. Under Part Six-Conditions of the policy,the following is added: Notice of Nonrenewal When we do not renew this policy,we will mail or deliver to you written notice of the nonrenewal at Least 90 days before the expiration date. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. State Exceptions Califomia Not Applicable Authorized Representative WC 99 08 45(Ed.6-11) Workers'Compensation and Employers'Llablllty Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number.(26)7176-43-42 Policy Period Effective Date of Endorsement M27-2025 TO 09-27 2026 05-27-2025 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise slated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover Our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or Organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT,TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications.According to Section 287.150(6)of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Aot{K.S.A.. 16-1801 through 16-1807 and any amendments thereto] and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent WC 00 03 13(11105) 0 Copyright 1963-2017 National Council on Compensation Insurance,Inc.All Rights Reserved.