CPMS
Agenda Item A.12
CONSENT CALENDAR
Meeting Date: June 20, 2023
TO: Mayor and Councilmembers
FROM: Matthew R. Fore, General Services Director
SUBJECT: Amendment No. 1 to Professional Services Agreement with Synergy Computing, Inc. (Agreement No. 202 1-079) for the Provision of Managed Information Technology Services
RECOMMENDATION:
Authorize the City Manager to execute Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc. for the provision of managed information technology services, extending the term of the agreement to June 30, 2024, and increasing the contract authority by $213,456, for a total not-to-exceed amount of $633,168.
BACKGROUND:
On September 7, 2021, the City executed Agreement No. 2021 -079 for managed information technology services with Synergy Computing, Inc. The initial term of the agreement terminates on June 30, 2023.
DISCUSSION:
The proposed Amendment No. 1 would extend the term of the agreement for an additional 12-months through June 30, 2024, identify the City’s current Project Manager, and increase the contract amount by an additional $ 213,456. Amendment No. 1 is provided in Attachment 1. The original agreement with Synergy is provided in Attachment 2.
FISCAL IMPACTS:
Amendment No. 1 would increase the contract authority by an additional $ 213,456 to cover the cost of services through June 30, 2024, for a new not -to-exceed amount of $633,168. The cost of these services is included in the proposed Fiscal Year 2023 -24 General Services budget. Therefore, staff requests no additional appropriation with this contract amendment.
1 Meeting Date: June 20, 2023
ALTERNATIVES:
City Council could opt not to approve the proposed amendment and direct staff to procure managed information technology services from another provider.
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Amendment No. 1 to Professional Services Agreement No. 2021-079 with Synergy Computing, Inc.
2. Professional Services Agreement No. 2021-079 with Synergy Computing, Inc.
2 ATTACHMENT 1
Amendment No. 1 to Professional Services Agreement No. 2021-079 Synergy Computing, Inc.
3 City of Goleta
Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
AMENDMENT NO. 1
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
SYNERGY COMPUTING, INC.
This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta , a municipal corporation (“City”) and Synergy Computing, Inc. (“Consultant”) dated September 7, 2021 (“Agreement,” Agreement No. 2021-079) is made on this _____ day of _____, 2023.
SECTION A. RECITALS
1. This Agreement is for professional Information Technology support services; and
2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $419,712; and
3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $213,456 for continued tasks; and
4. The Agreement currently designates in Section 5, Todd Mitchell as the City’s Project Manager; and
5. The parties desire to amend the Agreement so as to designate Matthew Fore, General Services Director, as Project Manager; and
6. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2023; and
7. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2024; and
8. The Agreement currently provides in Exhibit A entitled “Scope of Services” the complete and particular description of services; and
9. The parties desire to amend Exhibit A to add Goleta Community Center and 27 S. La Patera to the list of service locations as more completely and particularly set forth in the Scope of Services, attached as Exhibit "A-1"; and
10. The Agreement currently provides in Exhibit B entitled “Compensation” the hourly rates; and
11. The parties desire to amend Exhibit B to add hourly rates to include all serviced locations, attached as “Exhibit B-1”; and
DocuSign Envelope ID: 0AC346B5-EB1A-47EB-96B9-E205EEEA603D 4 City of Goleta
Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
12. The City Council approved this Amendment No. 1, on this _____ day of _____, 2023.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $213,456 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of six hundred thirty-three thousand one hundred and sixty-eight ($633,168) (herein "not -to-exceed amount") and shall be earned as the work progresses.
Hourly at the hourly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B -1,"
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project
Manager as describe d in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for one additional year to read in its entirety.
The term of this Agreement is from the date first written above to June 30, 2024, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this AGREEMENT following the notice to proceed . At the end of AGREEMENT term, or early termination, CONSULTANT, at CONSULTANT’s own expense, shall cooperate fully and in good faith with CITY a nd any subsequent service provider to ensure a systematic transition. Transition activities may include the following:
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Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
administration of software vendor accounts, equipment warranties, asset and equipment inventories, service request ticket history, and system documentation.
3. Section 5. CITY PROJECT MANAGER AND SERVICES BY CITY of the Agreement is amended to replace the Project Manager and to read in its entirety:
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY’s “Project Manager”, as that staff person is designated by CITY from time to time, and who presently is Matthew Fore. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
4. This Agreement is amended to delete and replace in its entirety:
Exhibit A “Scope of Work ” with Exhibit A -1 “Scope of Services” attached hereto and incorporated herein.
5. This Agreement is amended to delete and replace in its entirety:
Exhibit B “Compensation ” with Exhibit B-1 “Compensation” attached hereto and incorporated herein.
6. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Scott M. Phillips, President
ATTEST:
_____________________________ _______________________________ Deborah Lopez, City Clerk Scott M. Phillips, Chief Financial Officer
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Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Scott Shapses, Deputy City Attorney
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Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
EXHIBIT A-1
SCOPE OF SERVICES
CONSULTANT shall provide all information technology support services as reflected in Synergy’s February 14, 2020, proposal and its appendices and including, but not limited to:
1. Provide full strategic and day -to-day IT support services consistent with CONSULTANT’s “Platinum” level of support;
2. Conduct Monthly Technology Strategy Meetings with CITY Leadership and provide a monthly Client Satisfaction Report.
3. Provide vCIO services, which include: working with CITY leadership to update and implement the CITY’s Information Technology Strategic Plan; working with CITY leadership to establish IT governance and information security policies; and interfacing with an IT steering committee to prioritize city -wide IT projects with timelines and ongoing reporting.
4. Recommend technology solutions, replacements and upgrades; provide project management.
5. Comprehensive ongoing monitoring, maintenance, and support of CITY's Information Technology inventory including desktops, laptops, tablets, mobile devices, and other network devices at the City Hall , Corporation Yard, Goleta Community Center, and 27 S. La Patera locations, including a satellite office connected to City Hall via a VPN.
6. Comprehensive ongoing monitoring, maintenance, and support of CITY’ s Information Technology inventory at the Library locations, including Goleta Valley Library, Solvang Library, and Buellton Library.
7. Comprehensive monitoring, maintenance, and support of CITY's networks and server, including core netwo rk equipment (routers, switches, hubs, wireless access points, etc.); 24x7x365 monitoring of server stability and performance and notification of unusual events; one hour response time in network emergencies.
8. Respond to priority requests for service withi n one (1) hour, with resolution of routine requests between four (4) to 48 hours.
9. Provide both secure and open wireless networks at supported facilities.
10. Review, scan, and deployment of patches and updates onto the CITY's servers on a weekly basis.
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Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
11. Provide secure offsite Server Backup with appropriate redundancies and Disaster Recovery; provide daily review of back -up logs for the data, e -mail and finance system servers, noting any errors or anomalies which may lead to improper back- ups.
12. Provide and regularly update firewall, antivirus, and antispyware solutions; perform daily review of security and virus logs: perform regular virus and spyware remote scanning and removal and cleaning.
13. Provide secure and timely user management including: add/remove users; set up restrictions, passwords, security and applications; create new directories, shares and security groups; disable/delete accounts; permissions and file system management; set up application security settings; manage user account policies, monitor unusual activity, and notify CITY Leadership of potential policy or security violations.
14. Provide a user Help Desk with: unlimited remote helpdesk support; local onsite support as needed during business hours, with a minimum of one prescheduled staff hour on site at City Hall on Monday through Thursday between the hours of 9:30 a.m. and 2 p.m., not including the 12:00 -1:00 lunch hour; and after hours support as needed. Resolve user computer concerns.
15. Analyze available memory space within the system and delete unneeded or duplicate files where applicable.
16. Create recommendations to CITY staff to ensure that the system operates at peak efficiency.
17. Conduct an overall inspection of servers and system to address any errors or potential issues which may degrade or impact overall performance.
18. Maintain connectivity between the CITY's email server and smart phones utilized by staff and City officials to conduct City business.
19. Maintain hosted Microsoft Exchange email system; support Microsoft Outlook through the addition and/or deletion of user profiles, creation of email groups and shared calendars, general troubleshooting, and resolution of user issues.
20. Deploy, upgrade, and maintain Microsoft Office 365 applications, as well as installed versions of Microsoft Office applications.
21. Manage the following vendor relationships: Phone, telco, and Internet service providers; copiers; faxes and scanners; website design and hostin g companies; proprietary software applications.
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Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
22. Complete special projects as needed, such as the procurement and installation of new desktop units, servers, network switches, printers, warranties, new software and software licenses, etc.
23. Provide remote help desk support for OS, application support, and network and email problems, including an online tracking system of service requests that can be accessed by City staff 24/7 as needed.
24. Provide seamless and secure remote employee access to CITY workstatio ns including cloud-based server and file sync (Synergy MyFileVault).
25. Support CITY staff in the utilization of the CITY's streaming media application, currently Granicus®, and with resolving any City website issues.
26. Maintain a current and accurate invento ry of CITY’s technology assets; track associated warranties; make recommendations for the appropriate disposal of unneeded assets under the CITY’s surplus property ordinance.
27. Provide ongoing Cybersecurity Training and Awareness to CITY.
28. Provide support at the annual Chamber State of the City and Community State of the City events.
CONSULTANT shall supply all of the necessary tools, equipment and resources to perform the scope of work. CITY shall be responsible for the cost of replacement or purchase of new information technology equipment that the CITY deems appropriate.
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Amendment No. 1 to Agreement No. 2021-079 with Synergy Computing, Inc.
EXHIBIT B-1
COMPENSATION
Variations to the monthly price:
07/01/2021 – 06/30/2024
City Hall and Corporation Yard $11,997.00 per month Goleta Library $ 2,497.00 per month
Solvang Library $ 1,497.00 per month
Buellton Library $ 1,497.00 per month
Goleta Community Center $ 300.00 per month
27 S. La Patera $165.00/per hour Time & Materials w/1 hour minimum
This pricing is based on the number of CITY servers and workstations on the date of this agreement as reflected in the inventory list, attached hereto as Exhibit B2.
Service for A dditional Devices . If CITY were to add additional servers and/or workstations, CITY would be charged at the rates below:
Servers $225.00/month
Workstations $60/month
Reimbursement for Costs. Should CONSULTANT agree to procure equipment, software, licensing, or supplies at the request of CITY, CITY shall reimburseCONSULTANT. Reimbursement for these costs shall be promptly paid by CITY and shall not be considered compensation earned by CONSULTANT and shall not be limited by the compensation limitation of Paragraph 3 of this Agreement.
DocuSign Envelope ID: 0AC346B5-EB1A-47EB-96B9-E205EEEA603D 11 ATTACHMENT 2
Professional Services Agreement No. 2021-079 Synergy Computing 12 DOCUMENT ROUTING AND APPROVAL FORM
Requires Council Approval:
☐NO
☐YES
Meeting Date:
Requires Vendor Set -up:
☐NO
☐YES
If no, Vendor Number:
Director Level Approval:
☐NO
☐YES
Site Authority:
Provide summary of agreement below:
Document Name and Type: Project Name :
Vendor Name:
Contact Person:
Address:
Phone Number:
Email Address:
Business License Number:
City Project Manager:
Contact Number:
Email Address:
AMOUNT NOT TO EXCEED : ON CALL SERVICES? : ☐NO ☐YES*
*On call s ervices require one spreadsheet to track multiple PO’s COUNCIL APPROPRIATION NEEDED : ☐NO ☐YES*
*May requ ire Purchasing Officer ’s override to input Requis ition
ROUTING PROCESS DESCRIPTION DATE INITIAL
Department Head
Initiation
Authority to initiate agreement
Risk Manager Staff to initiate review of insurance provision in agreement City Attorney Contract review/A pprove as form
Finance Director,
Purchasing Officer
Funding Methods Approved/
Authorized, Purchase
Requisition reviewed.
Requisition Number:
Vendor Staff sends agreement to vendor via DocuSign for electronic signature and requests Insurance documents.
Staff (DocuSign User) Staff receives electronically signed agreement and insurance documents from vendor.
Risk Manager Risk Management shall rate Insurance and provide documents to Project Manager upon approval
City Manager City Manager will approve and sign the agreement.
City Clerk City Clerk will approve and sign the agreement.
FINALIZED ON: INITIAL RESOLUTION NO
(IF APPLICABLE)
Staff Routing Agreement:
Contact Number:
Email Address:
Vendor Staff will assign the vendor to receive a fully executed copy of the agreement via DocuSign.
PLEASE RETURN SIGNED DOCUMENTS TO THE CITY CLERK’S OFFICE
BELOW FOR CITY CLERK PROCESSING ONLY
FILE NUMBER
9/7/21
IT Support Services
Professional Services Agreement
IT Support Services
Synergy Inc.
$419,712
Scott Phillips
5266 Hollister Ave Suite 308, SB, CA, 93111
805-896-6778
[email protected]
Todd Mitchell
805-961-7525
[email protected]
David Cutaia
805-961-7509
[email protected]
22SS026
DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 9/14/2021
9/14/2021
9/14/2021
9/14/2021
9/14/2021
9/14/2021
City of Goleta
CMO Agreement with Synergy Computing, Inc.
Project Name: IT Support Services
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
SYNERGY COMPUTING, INC.
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 7th day of September 2021, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as " CITY"), and SYNERGY COMPUTING, INC. , (a California Corporation ) (herein referred to as "CONSULTANT").
WHEREAS, the City has a need for professional Information Technol ogy support services; and
WHEREAS, the CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and WHEREAS, the City Council, on this 7th day of September 2021, approved this AGREEMENT and authorized the City Manager to execute this AGREEMENT.
SECTION B. TERMS
1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accept s such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:
Professional information technology support services, which shall generally include comprehensive maintenance of the City’s Information Technology Inventory currently consisting of five (5) server units, one (1) NAS device and over one hundr ed fifty (150) workstations, laptops and mobile devices, including a satellite office with six (6) workstations with are connected to City Hall via a VPN, and c omprehensive maintenance of CITY’S Information Technology inventory at City Hall, the Corporate yard, DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 2021-079
14 City of Goleta
CMO Agreement with Synergy Computing, Inc.
and the Library locations, including Goleta Valley Library, Solvang Library, and Buellton Library, as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.
CONSULTANT shall deliver to CITY the deliverables defined i n E xhibit “A.”
3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $419,712 (herein "not to exceed amount"), and shall be earned as the work pr ogresses on the following basis:
Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2023, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5 . Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification). All paymen ts shall be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in ad vance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in the compensation exhibit. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section
3. 5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 15 City of Goleta
CMO Agreement with Synergy Computing, Inc.
person is designated by CITY from time to time, and who presently is Todd Mitchell Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2023 unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.
7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, notes and internal memorandum), including duplication of same prepared by CONSULTANT in the performance of these services, are the property of CITY. CITY shall be entitled to immediate possession o f th e sam e upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifica tions for purposes other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.
8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY.
Scott Phil lips is d eemed to be specially experienced and is a key member of CONSULTANT's firm and shall be directly involved in the performance of this work.
This key person shall communicate with, and periodically report to, CITY on the progress of the work. Shou ld a ny su ch individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City M anager’s prior written consent.
9. HOLD HARMLESS AND INDEMNITY
(a) Hold Ha rmless for CONSULTANT's Damages. CONSULTANT holds CITY, its elected officials, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSU LTANT's e mployees, to CONSULTANT’s contractors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 16 City of Goleta
CMO Agreement with Synergy Computing, Inc.
AGREEMENT, or occur while CONSULTANT is on CITY property, or whi ch a re connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT.
(b) Defense and Indemnity of Third Party Claims/Liability. CONSULTANT shall investigate, defend, and indemnify CITY, its elected off icials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of c opyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The dut y to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insura nce certificates or policies described in Section 10.
10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense , provide insurance as described herein. All insurance is to be placed with insurers authorized to do business in the State of Californ ia with an A.M. Best and Company rating of A - or better, Class VII or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hir ed and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non -owned and hired auto endorsement to Service Provider’s commercial general liability policy.
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CMO Agreement with Synergy Computing, Inc.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.
d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.
Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured f orm or th rough another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement .
CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
d) Liability coverage shall be primary and non -contributing with any insurance maintained by CITY.
e) Evidence of coverage (including t he workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY. Such provision shall no t include any limitation of liability of the insurer for failure to provide such notice.
f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s employees, or agents, from waiving the right of re covery prior to a loss. CONSULTANT waives its right of recovery against CITY.
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CMO Agreement with Synergy Computing, Inc.
g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.
h) There shall be no recou rse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.
i) CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.
11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an of ficer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
12. CORRECTIONS
In addition to the above indemnification obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make such correction in a reasonably time ly m anner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.
13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days’ notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 19 City of Goleta
CMO Agreement with Synergy Computing, Inc.
actual work performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the fai lure to m ake a written extra compensation claim within 10 calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, sub contractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in t he w ork p repared by CONSULTANT, its employees, subcontractors, agents and consultants.
15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project r ecords for at least two years after termination or final payment under this AGREEMENT.
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of t he length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or bin ding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
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CMO Agreement with Synergy Computing, Inc.
17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.
18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
20. GOVERNING LAW
This AGREEMENT, and the rights and obligation s of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basi s of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law.
22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W -9 (Rev. October 2018 ), as issued by the Internal Revenue Service.
23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
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CMO Agreement with Synergy Computing, Inc.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of this AGREEMENT may be modified only upon mutual written consent of CITY and CONSULTANT.
25. USE OF THE TERM “CITY”
Reference to “ CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.
26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate pe rmits, li censes, and certificates that may be required in connection with the performance of services under this AGREEMENT.
27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.
28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, su bsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.
29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted repres entations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties wi th respect to said services.
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 22 City of Goleta
CMO Agreement with Synergy Computing, Inc.
31. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Scott M. Phillips, President
Synergy Computing, Incorporated
5662 Calle Real #425
Santa Barbara, CA 93117
32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA SYNERGY COMPUTING, INC.
_____________________________ _____________________________ Michelle Greene, City Manager Scott M. Phillips, President
ATTEST
_____________________________ ________________________________ Deborah Lopez, City Clerk Scott M. Phillips, Chief Financial Officer
APPROVED AS TO FORM
_____________________________
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 23 City of Goleta
CMO Agreement with Synergy Computing, Inc.
Exhibit A
Scope of Services
CONSULTANT shall provide all information technology support services as reflected in Synergy’s February 14, 2020, proposal and its appendices and including, but not limited to:
1. Provide full strategic and day -to-day IT support services consistent with CONSULTANT’s “Platinum” level of support;
2. Conduct Monthly Technology Strategy Meetings with CITY Leadership and provide a monthly Client Satisfaction Report.
3. Provide vCIO services, which include: working with CITY leadership to update and implement the CITY’s I nformation Technology Strategic Plan ; working with CITY leadership to establish IT governance and information security policies; and interfacing with an IT steering committee to priorit ize city-wide IT projects with timelines and ongoing reporting.
4. Recommend technology solutions, replacements and upgrades ; provide project management.
5. Comprehensive ongoing monitoring, maintenance, and support of CITY's Information Technology inventory including desktops, laptops, tablets, mobile devices, and other network devices at the City Hall and Corporation Yard locations, including a satellite office connected to City Hall via a VPN.
6. Comprehensive ongoing monitoring, maintenance, and support of C ITY’S Information Technology inventory at the Library locations, including Goleta Valley Library, Solvang Library, and Buellton Library.
7. Comprehensive monitoring, maintenance, and support of CITY's networks and server , including core network equipment (routers, switches, hubs, wireless access points , etc .); 24x7x365 monitoring of server stability and performance and notification of unusual events ; one hour respon se time in network emergencies.
8. Respond to priority requests for service within one (1) hour, with resolution of routine requests between four (4) to 48 hours.
9. Provide both secure and open wireless networks at supported facilities.
10. Review, scan, and deployment of patches and updates onto the CITY's servers on a weekly basis.
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CMO Agreement with Synergy Computing, Inc.
11. Provide secure offsite Server Backup with appropriate redundancies and Disaster Recovery; provide daily review of back -up logs for the data, e -mail and finance system servers, noting any errors or anomalies which may lead to improper back-ups.
12. Provide and regularly update firewall, antivirus, and antispyware solutions ; perform daily review of security and virus logs : perform regular virus and spyware remote scanning and removal and cleaning.
13. Provide secure and timely user management including: add/remove users; set up restrictions, p asswords, security and applications; create new directories, shares and security groups ; disable/delete accounts; permissions and file system management; set up application security settings; manage user account policies, monitor unusual activity, and notify CITY Leadership of potential policy or security violations.
14. Provide a user Help Desk with: unlimited remote helpdesk support; local on - site support as needed during business hours, with a minimum of one pre - scheduled staff hour on site at City Hall on Monday through Thursday between the hours of 9:30 a.m. and 2 p.m., not including the 12:00 -1:00 lunch hour; and after hours support as needed. Resolve user computer concerns.
15. Analyze available memory space within the system and delete unneeded o r duplicate files where applicable.
16. Create recommendations to CITY staff to ensure that the system operates at peak efficiency.
17. Conduct overall inspection of servers and system to address any errors or potential issues which may degrade or impact overall performance.
18. Maintain connectivity between the CITY's email server and smart phones utilized by staff and City officials to conduct City business.
19. Maintain hosted Microsoft Exchange email system ; support Microsoft Outlook through the addition and/or del etion of user profiles, creation of email groups and shared calendars, general troubleshooting and resolution of user issues.
20. Deploy, upgrade and maintain Microsoft Office 365 applications, as well a s installed versions of Microsoft Office applications.
21. Manage the following vendor relationships: Phone, telco, and Internet service providers; co piers; faxes and scanners; website design and hosting companies; proprietary software applications.
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CMO Agreement with Synergy Computing, Inc.
22. Complete special projects as needed, such as the procurement and installation of new desktop units, servers, network switches, printers, warranties, new software and software licenses, etc.
23. Provide remote help desk support for OS, applicati on support, and network and email problems, including an online tracking system of service requests that can be accessed by City staff 24/7 as needed.
24. Provide seamless and secure remote employee access to CITY workstations including cloud-based server and file sync (Synergy MyFileVault).
25. Support CITY staff in the utilization of the CITY's streaming media application, currently Granicus®, and with resolving any City website issues.
26. Maintain a current and accurate inventory of CITY’s technology assets; track associated warranties; make recommendations for the appropriate disposal of unneeded assets under the CITY’s surplus property ordinance.
27. Provide ongoing Cybersecurity Training and Awareness to CITY.
28. Provide support at the annual Chamber State of the City and Community State of the City events.
CONSULTANT shall supply all of the n ecessary tools, equipment and resources to perform the scope of work. CITY shall be responsible for the cost of replacement or purchase of new information technology equipment that the CITY deems appropriate.
DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 26 City of Goleta
CMO Agreement with Synergy Computing, Inc.
Exhibit B
Compensation
Variations to the monthly price:
07/01/2021 – 06/30/2023
City Hall and Corporation Yard $11,997.00 per month Goleta Valley Library $ 2,497.00 per month
Solvang Library $ 1,497.00 per month
Buellton Library $ 1,497.00 per month
This pricing is based on the number of CITY servers and workstations on the date of this agreement as reflected in the inventory list, attached hereto as Exhibit B2.
Service for Additional Devices. If CITY were to add additional servers and/or workstations, they would be charged at the rates below:
Servers $225.00/month
Workstations $150.00/month
Reimbursement for Costs. Should CONSULTANT agree to procure equipment, software, licensing , or supplies at the request of CITY, CITY shall reimburse CONSULTANT. Reimbursement for these costs shall be promptly paid by CITY and shall not be considered compensation earned by CONSULT ANT and shall not be limited by the compensation limitation of Paragraph 3 of this Agreement.
DocuSign Envelope ID: 42671E5C-0BAA-499D-9783-6ADDE4A3DEA8 DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 27 REQUISITION
09/14/2021
ISSUED TO:
Date:
Vendor #: 000324
5662 CALLE REAL #425
GOLETA, CA 93117
SYNERGY COMPUTING, INC. SHIP TO:
130 CREMONA DRIVE, SUITE B
GOLETA, CA 93117
CITY OF GOLETA
Requisition #: 22SS026
UNITS DESCRIPTION PRICE AMOUNTGL ACCOUNT NUMBERITEM PROJECT # 1 0
ab89f029-0873-4017-80b5-ada300c3b139
Agreement No. 2021-079 for IT Support Services
ab89f029-0873-4017-80b5-ada300c3b139
0.00 ab89f029-0873-4017-80b5-ada300c3b139
101-10-1600-51200 419,712.00
419,712.00TOTAL
SHIPPING:
TOTAL TAX:
SUBTOTAL:
0.00 0.00
419,712.00
Authorized By:
Agreement No. 2021-079 for IT Support Services, time and materials, approved by City Council on September 7, 2021 Item A.3 Detailed Description:
PO Description: Agreement No. 2021-079 for IT Support Services DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 28 09/14/2021
Justin Reinmuth
Technology Risk Underwriting Group
techrug
PO Box 660
Worthington, OH 43085
614-888-6683 614-888-2739
[email protected]
RLI Insurance Company 13056
Synergy Computing, Inc.
5266 Hollister Ave, Suites 307 & 308
Santa Barbara, CA 93111
Lloyds of London LLO
A Y
BusinessOwners
A Y
A
Errors and Omissions InsuranceB 06/21/2021 06/21/2022 2,000,000WG00003642AB Certificate issued as evidence of insurance per policy terms, conditions and exclusions.
City of Goleta is an additional insured per the terms of the written contract with respect to the General and Automobile Liability policies (Form PPB 304G 04).
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
PTB0002038 06/21/2021 06/21/2022 1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
PTB0002038 06/21/2021 06/21/2022 1,000,000
PTW0001229 06/21/2021 06/21/2022
1,000,000
1,000,000
1,000,000
2,000,000
Each Claim
Aggregate
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
DATE (MM/DD/YYYY)
PRODUCER CONTACT
NAME:
FAXPHONE
(A/C, No):(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER
POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTED
CLAIMS-MADE OCCUR $PREMISES (Ea occurrence)
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT
OTHER: $
COMBINED SINGLE LIMIT $(Ea accident)
ANY AUTO BODILY INJURY (Per person) $
OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $
OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED RETENTION $ $
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
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.
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).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE
DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 29 Policy Number: RLI Insurance Company
Named Insured:
PPB 304G 04 13 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
RLIPack® FOR PROFESSIONALS
BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY
1. C. WHO IS AN INSURED is amended to include as
an additional insured any person or organization that
you agree in a contract or agreement requiring
insurance to include as an additional insured on this
policy, but only with respect to liability for "bodily
injury", "property damage" or "personal and
advertising injury" caused in whole or in part by you
or those acting on your behalf:
a. In the performance of your ongoing operations;
b. In connection with premises owned by or rented
to you; or
c. In connection with “your work” and included
within the “product-completed operations
hazard”.
2. The insurance provided to the additional insured by
this endorsement is limited as follows:
a. This insurance does not apply on any basis to
any person or organization for which coverage
as an additional insured specifically is added by
another endorsement to this policy.
b. This insurance does not apply to the rendering
of or failure to render any professional services.
c. This endorsement does not increase any of the
limits of insurance stated in D. Liability And
Medical Expenses Limits of Insurance.
3. The following is added to SECTION III H.2. Other
Insurance – COMMON POLICY CONDITIONS
(BUT APPLICABLE ONLY TO SECTION II –
LIABILITY)
However, if you specifically agree in a contract or
agreement that the insurance provided to an
additional insured under this policy must apply on a
primary basis, or a primary and non-contributory
basis, this insurance is primary to other insurance
that is available to such additional insured which
covers such additional insured as a named insured,
and we will not share with that other insurance,
provided that:
a. The "bodily injury" or "property damage" for
which coverage is sought occurs after you have
entered into that contract or agreement; or
b. The "personal and advertising injury" for which
coverage is sought arises out of an offense
committed after you have entered into that
contract or agreement.
4. The following is added to SECTION III K. 2.
Transfer of Rights of Recovery Against Others to
Us – COMMON POLICY CONDITIONS (BUT
APPLICABLE TO ONLY TO SECTION II –
LIABILITY)
W e w a i v e a n y r i g h t s o f r e c o v e r y w e m a y h a v e against any person or organization because of
payments we make for "bodily injury", "property
damage" or "personal and advertising injury" arising
out of "your work" performed by you, or on your
behalf, under a contract or agreement with that
person or organization. We waive these rights only
where you have agreed to do so as part of a
contract or agreement with such person or
organization entered into by you before the "bodily
injury" or "property damage" occurs, or the "personal
and advertising injury" offense is committed.
ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.
PTB0002038
Synergy Computing, Inc
DocuSign Envelope ID: F2410DE9-B81E-4060-A76F-8856DAD025C4 30