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HomeMy WebLinkAboutAPTEMIZ, INC. (2) INSURAi'NCE ON FfLE WORK MAY PROCEED UNTtt tkLJRA,KF FXIFI ,: N-2025-233 C1I DAII : SEP 10 2025 AGREEMENT TO PROVIDE INDIRECT COST ALLOCATION PLAN AND INTERNAL o.F M%(t,) SERVICE FUND COST ALLOCATION PLAN SERVICES Shannon M,Car(on CD2) BETWEEN WITH APTEMIZ,INC. AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on the 15th day of September, 2025, by and between Aptemiz, Inc., a Wyoming corporation, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California(`:City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the filed of providing comprehensive Indirect Cost Allocation Plan (ICAP) and Internal Service Fund Cost Allocation Plan services for the City of Santa Ana. B. Consultant represents that it is able and willing to provide said services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows. 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and sct forth in the Proposal - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Proposal-Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed$50,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Pagel of 9 #209O400v2 3. TERM This Agreement shall continence on September 15,2025 for a two(2)-Year term,unless terminated earlier in accordance with Section 15,below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter o£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, S. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy,use,modify,reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents &Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City, Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. 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$2,000,000 per occurrence Page 2 of 9 #209O400v2 and $4,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above,City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain, or be endorsed to contain,the following provisions: I. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies)agrees to waive all rights of subrogation against City,its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided,reduced in coverage or in limits,non-renewed by the carrier,or materially changed except after thirty(30)days prior written notice has been given to City. Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention: Executive Director, Finance and Management Services Agency, 20 Civic Center Plaza, M-17, Santa Ana, CA 92701. The name and location of the project must be included in the Description of Operations section of each certificate. Page 3 of 9 #209O400v2 Self-Insured Retentions Self-insured retentions must be declared to and approved by the City.The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements,including limits,based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant,its subcontractors,agents,employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless,and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 4 of 9 #2090400v2 S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City,its officers, agents,representatives,and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three(3)years,or for any longer period required by law,from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official,including appointed board and commission members,as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any Page 5 of 9 #209O400v2 capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws,ordinances,and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race,color,creed, religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law,in the recruitment,selection,teaching,training,utilization,promotion,termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements,oral or written,between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements,orally or otherwise,have been made by any party,or anyone acting on behalf of any party,which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Page G of 9 #209O400v2 Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty(30)days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination,subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation,performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement,maintain all necessary licenses,permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 7of9 #209O400v2 19. NOTICE Any notice,tender,demand,delivery,or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail,postage prepaid,or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O.Box 1988 Santa Ana, CA 92702-1988 Fax: 714-647-6956 With courtesy copies to: Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza(M-xx) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Artur Elizarov CEO Aptemiz, Inc. 1309 Coffeen Ave., Suite 1200 Sheridan,WY 82801 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified,with postage prepaid, and addressed as set forth above. If sent by fax,communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth j above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, Page 8 of 9 #209O400v2 i 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. ATTEST: CITY OF ANTA ANA �7tc'e r Tl �'"=- `` Alvaro Nunez City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney s Laid Y• Andrea Garcia-Miller Arturo Elizarov Assistant City Attorney Chief Executive Officer RECOMMENDED FOR APPROVAL. 6a-;z Alexander Trinidad(Aug 28,2025 09:52:56 POT) Alexander Trinidad Executive Director Finance and Management Services Agency #20904OQv2 Page 9 of 9 EXHIBIT A PROPOSAL i i Indirect Cost Al location Plan Services for City of Santa Ana aptemiz July 11, 2025 City of Santa Ana Office of the City Manager Attn: Shannon McCarron 20 Civic Center Plaza Santa Ana, CA 92701 dear Shannon, On behalf of Aptemiz, thank you again for the opportunity to continue supporting the City of Santa Ana's financial strategy and cost optimization initiatives. Following our recent engagement and the City's interest in expanding its federal reimbursement capacity, I'm pleased to submit our proposal for the FY26-27 and FY27-28 Indirect Cost Allocation Plan Services. We deeply value the City's commitment to transparent, responsible financial management and are confident that this next phase of collaboration will help you unlock additional unrestricted revenue with minimal effort or risk. As outlined in the attached proposal: • Central Services Indirect Cost Allocation Plan (FY26-27 and FY27-28) and Internal Service Fund Cost of Service Studies will be completed for a fixed, all- inclusive fee of$25,000 per FY, leveraging FY24-25 actuals and the FY25-26 budget for the FY26-27 ICAP; and FY25-26 actuals and the FY26-27 budget for the FY27-28 ICAP. Our team will deliver complete, audit-ready plans that support budgeting, rate setting, and federal cost recovery strategies. We believe in transparent pricing and full alignment of incentives. There are no hidden costs, hourly billing surprises, or complex contracting requirements.This proposal is structured to eliminate financial barriers while maximizing value for Santa Ana. To move forward, please sign the proposal acceptance section and return it at your earliest convenience. We will follow up with a simple service agreement and a kickoff schedule tailored to your timeline. We are honored to continue serving Santa Ana and look forward to delivering measurable results that advance your fiscal goals. Warm regards, r Indirect Cost Allocation Plan Services for City of Santa Ana aptemiz Artur Elizarov Chief Executive Officer Aptemiz, Inc. artur@aptemiz.com 1323326.7657 2 Indirect Cost Allocation Plan Services for City of •`N,;° Santa Ana aptemiz Proposal for FY26-27 Indirect Cost Allocation Plan Services Background and Objectives Aptemiz is pleased to submit this proposal to support the City of Santa Ana with financial compliance and funding maximization through comprehensive Indirect Cost Allocation Plans (ICAPs) for FY26-27 and FY27-28. Scope of Services Indirect Cost Allocation Plans (ICAPs) - FY26-27 and FY27-28 Develop detailed full cost and 2 CFR Part 200 cost allocation plans using: o FY24-25 actuals and FY25-26 budget for the FY26-27 ICAP o FY25-26 actuals and FY26-27 budget for the FY27-28 ICAP Develop Internal Service Fund (ISF) Cost of Service Studies Deliver departmental schedules, ISF rate calculations, and final audit-ready reports Present findings to finance leadership and provide implementation guidance Transparent Pricing Structure Aptemiz offers clear, upfront pricing designed to reduce financial barriers and align directly with outcomes: Service Fee Type Pricing Cost Allocation Plan (FY26-27) Fixed Fee $25,000 (all-inclusive) CostAllocation Plan (FY27-28) Fixed Fee $25,000 (all-inclusive) No hidden charges or hourly billing All deliverables are included in the fixed fee unless additional services are requested Proposal Validity This proposal is valid for 60 days from the date of submission. 3 p°�firr Indirect Cost Allocation Plan Services for City of ;;.�;,+r•.. Santa Ana e ; aptemlz Acceptance & Next Steps To proceed, please complete the acceptance section below.Aptemiz will follow up with a service agreement and kickoff schedule. Accepted by: City of Santa Ana Name: Shannon McCarron Title: Bud et & Research Manager Signature: shannan McCarron ..I-r-=;=�-r= Date: August 26 2025 i 4 09. 15.25 Effective Date Aptemiz Signature - CITY OF SANTA ANA Final Audit Report 2025-08-28 Created: 2025-08-28 By: Rosie Perez(rperez5@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAXn8pnA35bhBEvlZ2PhUlgnbopBcM168N "09. 15.25 Effective Date Aptemiz Signature - CITY OF SANTA A NX History &o Document digitally presigned by Shannon McCarron (smccarron@santa-ana.org) 2025-08-27-11:49:38 PM GMT Document created by Rosie Perez(rperez5@santa-ana.org) 2025-08-28-3:41:50 PM GMT C� Document emailed to Alexander Trinidad (atrinidad@santa-ana.org)for signature 2025-08-28-3:42:47 PM GMT 5 Email viewed by Alexander Trinidad (atrinidad@santa-ana.org) 2025-08-28-4:52:04 PM GMT be Document e-signed by Alexander Trinidad (atrinidad@santa-ana.org) Signature Date:2025-08-28-4:52:56 PM GMT-Time Source:server Agreement completed. 2025-08-28-4:52:56 PM GMT Adobe Acrobat Sign AC n> CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDfYYYYI 16-. � 08/29/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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(les)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 Karer Ingram NAME: Fortune Insurance H E Ext: (253)200-6633 FAX ; (253)200-6626 705 S.9th St.#302 - IL MA : karen.ingram@onedigital.com INSURER(S)AFFORDING COVERAGE NAIC# Tacoma WA 98405 INSURERA: Lloyd's of London INSURED INSURERS: Aptemiz,Inc. INSURER C: 1309 Coffeen Ave.#1200 INSURER D: INSURER E Sheridan WY 82801 INSPIRER F: COVERAGES CERTIFICATE NUMBER 24-25 PLfGLICyber REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ZSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 ADDLISUBRI LTR TYPE OF INSURANCE 1NSD WVD POLICY NUMBER POLICY EFF POLICY EXP MMIDDYYYYY MMlDOIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE OCCUR OAMA E NTED PRBMISFS Eaeccurrence $ 250,000 MED EXP(Any one person) 5 5,000 A Y Y PSNO04019464B 12/23/2024 12/23/2025 PERSONAL s,ADV INJURY 5 2,000,000 GEN'LAGGREGATE LIMiTAPPLIES PER GENERAL AGGREGATE $ 4,000,000 X POLICY ❑ PRO- ❑ LQC 4,000,000 JECT PRODUCTS-COMP/OP AEG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1.000,000 ANY AUTO .BODILY INJURY(Per person) S OWNEA AUTOS AUTOS SCHEDULED Y Y PSNO040194648 12/23/2024 12/23/2025 BODILY INJURY Per accident S AUTOS ONLY AUTOS [ } x HIRED IXNON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I I RETENTION S S WORKERS COMPENSATION I PER QTH- AND EMPLOYERS'LIABFLITY YIN STATUTE I I ER ANY PROPRIETORIPARTNMEXECUTNE ❑ E.L.EACH ACCIDENT OFFICE RIMEMBER EXCLUDED? N!A $ If in andNH) E.L.DISEASE-EA EMPLOYEE $ If yes.describe under DESCRI PTICN OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional Liability-Claims Made Errors&Omissions $3,000,000 A Y Y PSNO040194648 12123/2024 12/23/2025 Cyber Liability $1,000,000 Deductible $5,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attachad If more space is required) Certificate holder is included as additional insured Tu Tran bygi Tu Tran ran Nguyen Nguyena4a°zaoo3 APPROVED By Tu Tran Nguyen at 4:22 pm, Sep 03,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Anta ACCORDANCE WITH THE POLICY PROVISIONS, 20 Civic Center Plaza(M-30) PO Box 1988 AUTHORIZED REPRESENTATIVE Santa Ana CA 92702-1988 01988-201SACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD p�r� APTEINC-02 SDEAKINS A^ ® DATE(MMfDD1YYYY) CERTIFICATE OF LIABILITY INSURANCE 9/3/2025 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 C NF/1CT AP Intega Insurance Group,LLC PHMONEE PAX,No): 1601 Trapelo Rd Suite 280 {Arc,No,E Waltham,MA 02451 AD RIEss:support@apintego:com INSURER S AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire&its P&C Affiliates 00914 INSURED INSURER B: Aptemiz,Inc. INSURER C: 14125 Haynes Street INSURER D Van Nuys,CA 91401 INSURER E INSURER F COVERAGES CERTIFICATE 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. NSR TYPE OF INSURANCE ADDL 5VBR POLICY EFF POLICY EXP LIMITS I IN SD D POLICY NUMBER p M O COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR PREMISES EaEaccur e $ MED EXP(Anyone arson $ PERSONAL&ADV INJURY_ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY TF-Pef F7 LOC PRODUCTS-COMPIOPAGG $ OTHER: AUTOMOBILE LIABILITY CEOMa6lN gDfSINGLE LIMIT $ ANY AUTO BODILY INJURY Perperson),IIED OVINE ONLY SO OSwUN�Dp BODILY INJURY peraccidenf $ AUTOS ONLY AUTOS OY Pe�accidenl AMAGE UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAB Ll CLAIMS-MADE AGGREGATE DED RETENTION$ A WORKERS COMPENSATION X STA E OTH- AND EMPLOYERS'LIABILITY YIN N X E.L.EACH ACCIDENT $ 76WEGBN2WWZ 11912025 1/912026 IER 1,000,000 ANY PROPRIETORIPARTNERIEXECUTIVE FICERIMEMBEREXCLUDED7 NIA 1,000,000 andstory in NH) E.L.DISEASE-EA EMPLOYE If yes,describe under E.L.DISEASE-POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Addltianal Remarks Schedule,may be attached If more space Is required) Walver of Subrogation is granted in favor of the Certificate Holder with regards to the workers compensation policy. APPROVED -By-Tu Tran-Nguyen-af 4:22 pmT Sep 03;-2025- CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana,its City Council,officers,officials, ACCORDANCE WITH THE POLICY PROVISIONS. employees,agents,and volunteers 20 Civic Center Plaza(M-30)P.O.Box 1988 Santa Ana,CA 92702 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ' k - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy number: 76 WEG BN2WWZ Endorsement Number: 004 Effective Date: 09/15/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Aptemiz, Inc. 1309 COi;FEEN AVE,# 1200 SHERIDAN WY 82801 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers, 20 Civic Center Plaza(M-30) P.O. Box 1988, Santa Ana, CA, 92702 Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 09/03/25 Policy Expiration Date: 01/09/26 07 cfc WAIVEROF B' i • iCLAUSE ATTACHING TO POLICY N U M S F R: P SN O040194648 THE INSURED: Aptemiz Inc WITH FFFECT FROM: 16 Jan 2025 It is understood and agreed that,notwithstanding the"Our rights of recovery"CONDITION,we agree to waive our rights of subrogation against a responsible third party client of yours,but only if you and your client have entered into a contract that contains a provision requiring us to do this Third party means: City of Santa Ana,its City Council,its officers,employees,agents,and volunteers SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorised Signatory CFC Under%,,�riting Ltd CfC ADDITIONAL INSURED ENDORSEMENT ATTACHINGTO PSNO040194648 POLICY NUMBER: THE INSURED: Aptemiz Inc WITH EFFECT FROM: 16 Jan 2025 It is understood and agreed that the following amendments are made to this Policy: 1. The following DEFINITION is added: "Additional insured" means City of Santa Ana, its City Council, its officers,employees,agents,and volunteers 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana,CA 92702 us 2. Where an "Additional insureds" CONDITION exists in this Policy, additional insureds are included as a third party. 3. Where an "Additional insureds" CONDITION does not exist in this Policy,the following CONDITION is added: Additional insureds Additional insureds are indemnified under this Policy as if they were you, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim arising solely out of an act, error or omission committed by you or on your behalf, provided that had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured, they must prove to us that the claim arose solely out of an act, error or omission committed by you or on your behalf and fully comply with CONDITION 1 as if they were you. When this CONDITION applies, it will be primary and non- contributory to the additional insured's own insurance but only if you and the additional insured have entered into a contract that contains a provision requiring this. Whilst additional insureds are indemnified under this Policy, any claim made by additional insureds against you will be treated by us as if they were a third party and not as a named insured. 4. The following CONDITION is added: Notice of cancellation to additional insureds If we give you notice of cancellation in accordance with the "Cancellation" CONDITION, we will endeavour to provide the same c fc notice of cancellation to additional insureds; however, not doing so will not place any additional liability upon us. SUBaECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorlsed Signatory CFC Underwriting Ltd 72E MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE /09/2025 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 Karen Ingram NAME: Fortune Insurance PHONEo (253)200-6633 FAX N Ext: C,No (253)200-6626 A/C A/ 4041 Ruston Way#101 E-MAIL karen.ingram@onedigital.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Tacoma WA 98402 INSURERA: Lloyd's of London INSURED INSURER B Aptemiz,Inc. INSURER C: 1309 Coffeen Ave.#1200 INSURER D: INSURER E: Sheridan WY 82801 INSURER F: COVERAGES CERTIFICATE NUMBER: 25-26 PL/GL/Cyber 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oNcurDrence $ 250,000 MED EXP(Any one person) $ 5,000 A Y Y PS00140608169 12/23/2025 12/23/2026 PERSONAL&ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X JECT LOC PRODUCTS AGG $POLICY ❑ PRO 4'000'000 X1 OTHER: $1,000 Deductible $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y Y PS00140608169 12/23/2025 12/23/2026 BODILY INJURY(Pe r accide nt) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident Deductible $ 2,500 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ElN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ E Professional Liability-Claims Made rrors&Omissions $3,000,000 A Y Y PS00140608169 12/23/2025 12/23/2026 Cyber Liability $1,000,000 Deductible $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is included as additional insured Digitally signed Tu Tran byT Tray Nguyen NguyenD o 20Z58005 APPROVED By Tu Tran Nguyen at 11:03 am,Dec 15,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Arta ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza(M-30) AUTHORIZED REPRESENTATIVE PO Box 1988 Santa Ana CA 92702-1988 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00000744 LOC#: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Fortune Insurance Aptemiz,Inc. POLICY NUMBER 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:Notes Policy does contain blanket waiver of subrogation and would include the following as required by written contract or agreement: City of Santa Ana its City Counci,offiers,employees,agents&volunteers. ACORD 101 (2008/01) © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I cfc WAIVER OF SUBROGATION ATTACHING TO POLICY PSO0140608169 NUMBER: THE INSURED: Aptemiz Inc WITH EFFECT FROM: 23 Dec 2025 It is understood and agreed that,notwithstanding the"Our rights of recovery"CONDITION,we agree to waive our rights ofsubrogation against a responsible third party client ofyours,but only ifyou and your client have entered into a contract that contains a provision requiring us to do this Third party means: City of Santa Ana,its City Council,its officers,employees,agents,and volunteers SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorised Signatory CFC Underwriting Ltd . : # cfc ATTACHING TO POLICY PSO0140608169 NUMBER: THE INSURED: Aptemiz Inc WITH EFFECT FROM: 23 Dec 2025 It is understood and agreed that the following amendments are made to this Policy: 1. The following DEFINITION is added: "Additional insured" means: City of Santa Ana, its City Council, its officers, employees, agents, and volunteers 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana,CA 92702 US The City of East Point, Georgia its City Council, its officers, employees, agents, and volunteers 2757 East Point Street East Point, Georgia 30344 US City of Atlanta Enterprise Risk Management S P/P S/DO F/2502-125XXXX/Indirect Cost Allocation 68 Mitchell St.#9100 Atlanta, GA 30303 US City of Alameda, CA 2263 Santa Clara Ave Alameda,CA 94501 US Salt Lake City Corporation PO Box 145455 Salt Lake City, UT 84114-5455 US City of Ontario 303 East B Street Ontario, CA 91764 US City and Borough of Juneau 155 Heritage Way Juneau,AK 99801 Unique Market Reference No.B087525C9NSO47,13087525C9145051,B08752SC9NS053 ©1999-2025 CFC Underwriting Limited.All rights reserved. cfc us 2. In respect of the "Additional insureds" CONDITION, additional insureds are included as a third party. 3. The following CONDITION is added: Notice of cancelation to additional insureds If we give you notice of cancelation in accordance with the °Cancelation" CONDITION, we will endeavor to provide the same notice of cancelation to the additional insureds; however, not doing so will not place any additional liability upon us. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Unique Market Reference No.B087525C9N5047,13087525C9145051,B08752SC9NS053 ©1999-2025 CFC Underwriting Limited.All rights reserved.