2024-25 Operating Budget. Funding for year two of the agreement shall be allocated during the regular budget process for Fiscal Year 2025-26. Accordingly, sufficient funds exist for the recommended actions.
Prepared by:
Veronica 00tiz _-
Deputy Director of Community Services
2 Reviewed and approved: Reviewed and approved:
%Lampman
or of Finance
DamierrR Arrula
City Administrator
Attachments:
1. Amendment No. 2 to the Maintenance Services Agreement with Team One Management Inc.
2. Maintenance Services Agreement with Team One Management Inc.
AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
PROVISION OF MAINTENANCE SERVICES WITH TEAM ONE MANAGEMENT INC.
This Amendment No. 2 ("Amendment") to Professional Services Agreement is made and entered into effective the 1ST day of August 2024, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and TEAM ONE MANAGEMENT INC., a California corporation (hereinafter "CONTRACTOR"). CITY and CONTRACTOR are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties." A. Recitals.
(i) CITY and CONTRACTOR entered into a Professional Services Agreement ("Agreement") effective July 1st, 2021, through which CONTRACTOR has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A".
(ii) The Parties now seek to amend the Agreement to extend the term for a period of two years through July 31, 2026, and increase compensation for a total of $174,594. (iii) All legal prerequisites to the making of this Amendment have occurred.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:
B. Amendment to Agreement.
1. Section 2, Paragraph 1 of the Agreement is hereby amended to read as follows:
2.1. Contract Sum Contractor shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed One Hundred Seventy -Four Thousand, Five Hundred Ninety Four Dollars ($174,594).
2. Section 4.1, Paragraph 1 of the Agreement is hereby amended to read as follows:
4. 1. Term. This Agreement shall commence on the Effective Date and continue for a period of 24 months, ending on July 31, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
3. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.
4. The Agreement, all amendments together with this Amendment No. 2 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No. 2 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
5. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 2 and that such execution is binding upon the entity for which he or she is executing this document.
IN WITNESS WHEREOF, the Parties have caused Amendment No. 2 to the Consulting Services Agreement are to be executed as of the day and year first above written.
CONSULTANT CITY OF PLACENTIA
By: By:
Mike Akhavan Damien R. Arrula
President City Administrator
ATTEST:
Robert S. McKinnel
City Clerk
APPROVED AS TO FORM:
By:
Christian L. Bettenhausen
City Attorney
TEAM]
l
MANAGMENT
June 19, 2024
City of Placentia
Matthew Brand, Community Services Coordinator
401 East Chapman Avenue
Placentia, CA 92870
RE: Contract Renewal for Janitorial Services
We would like to extend the current contract and we do agree to an increase of 843.50 per month for the next 24 months.
If you have any questions or need additional information, please call us at 949-348-1446.
Sincerely,
Mike Akhavan
27324 Camino Capistrano #209 Laguna Niguel CA 92677 (949) 348-1446 Fax (949) 348-1722
TEAT
MANAGMENT
March 5, 2023
City of Placentia
Matthew Brand, Community Services Coordinator
401 East Chapman Avenue
Placentia, CA 92870
RE: Janitorial Services for Valadez Middle School Restrooms As requested, the cost to provide Janitorial services for the above two restrooms 7 days per week would be $1,300.00 per month. Please note this will include all labor, equipment, solutions and also consumable supplies such as toilet tissue, soap, bags, etc.. Per our discussion, the city staff will be in charge of opening and locking up the restrooms on a daily basis.
In addition, the soap that will be utilized in the restrooms will be the same as all the park restrooms.
If you have any questions or need additional information, please call us at 949-348-1446.
Sincerely,
Mike Akhavan
27324 Camino Capistrano #209 Laguna Niguel CA 92677 (949) 348-1446 Fax (949) 348-1722
City of Placentia
California
BR) FOR
Park Restroom Janitorial Services
PARK
Kraemer Park
201 N. Bradford
Avenue
McFadden
Park
974 S. Melrose Avenue
Tuffree Park
2101 N. Tuffree Boulevard
Koch Park 2210 N.
Valencia
Avenue
Vaqueros Park 1200 N.
Carlsbad Street
Arroyo Verde Park 1001 E. Palm
Drive
Atwood Park
1701 Atwood Avenue
Placentia
Champions
Sports Park (2) restroom north and south
505 Jefferson
EST. QTY
365
365
365
365
365
365
365
365
UNIT PRICE
a
2a .So
'1O-ov
ITEM COST
Sa
*8a\a.�d
Ig�i.2s v
$03U-oo
789-7 -So
4,7
\4-, 60000
Grand Total Bid Amount:
$11117. 0(
Page C-2
l /` CERTIFICATE OF LIABILITY INSURANCE
`�/ CO IJ
A44.....-----
DATE (M M/DDIYYYY)
09/27/2023
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
Insurance Solutions
License #0K07568
33302 Valle Rd, Suite 200
San Juan Capistrano CA 92675
CONTACT Angela Dancy
NAME:
(A/C,PHONE Ext): (949) 348-7400 FAX A/C, No): (949) 201-4515 E-MAIL [email protected]
ADDRESS: g
INSURER(S) AFFORDING COVERAGE
NAIC s
INSURER A: West American Ins. Co.
44393
INSURED
Team One Management Inc
DBA: Team One Management Services
PO Box 203
Lake Forest CA 92609
INSURER 8 : California Automobile Insurance Co.
38342
INSURER C : CNA Surety
524126
INSURER D :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
23-24 all
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.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD
POLICY NUMBER
POLICY EFF
(MM/DDIYYYY)
POLICY EXP
(MM/DD/YYYY)
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
BKW55748813
07/24/2023
07/24/2024
EACH OCCURRENCE
$ 1 ,000,000
CLAIMS -MADE
X
OCCUR
DAMAGE RENTED
PREMISESO(Ea occurrence)
S 500,000
MED EXP (Any one person)
S 10,000
PERSONAL&ADVINJURY
$ 1,000,000
GEN'LAGGREGATE
_
POLICY
OTHER:
LIMIT APPLIES
JECT PRO
X
PER:
LOC
GENERAL AGGREGATE
S 2,000,000
PRODUCTS - COMP/OP AGG
$ 2,000,000
$
B
AUTOMOBILE
X
_
LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
_
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
BA040000009648
10/03/2023
10/03/2024
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
BODILY INJURY (Per person)
S
BODILY INJURY (Per accident)
S
PROPERTY DAMAGE
(Per accident)
$
S
UMBRELLA LIAB
EXCESS LIAB
_
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
$
AGGREGATE
S
DED
RETENTION $
S
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/ N
N /A
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT
S
E.L. DISEASE - EA EMPLOYEE
$
E.L. DISEASE - POLICY LIMIT
S
C
Janitorial Bond including Employee
Dishonesty
69410585
07/24/2023
07/24/2024
Limit:
$100,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respects to liability arising out of activities performed by or on behalf of the Named Insured pursuant to its contract with the City; products and completed operations of the Named Insured; premises owned, occupied or used by the Named Insured; Automobiles owned, leased, hired, or borrow by the Named Insured. This insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributory.
CERTIFICATE HOLDER
CANCELLATION
City of Placentia Attn: City Administrator
401 E. Chapman
Placentia
CA 92870
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACORO® CERTIFICATE OF LIABILITY INSURANCE
40.....-----
DATE(MM/DD/YYYY)
07/18/2023
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 po icy, 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
Capital Providers Insurance
License #0H52316
20750 Ventura Blvd., Ste 305
Woodland Hills CA 91364
CONTACT Meyer Chadorchi
NAME:
PHONE (818) 676-0016 FAX (818) 676-0015
(A/C, No, Ext): (A/C, No):
E-MAIL [email protected]
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURERA: National Casualty Insurance Company
INSURED
Team One Management
27324 Camino Capistrano
209
Laguna Niguel CA 92677
INSURER B
INSURER C :
INSURER D:
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER: 23 24 WC
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. 1NSR
LTR
TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD
POLICY NUMBER
POLICY EFF
(MM/DDIYYYY)
POLICY EXP
(MMIDD/YYYY)
LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
$
CLAIMS -MADE
OCCUR
DAMAGE TO RENTED
PREMISES (Ea occurrence)
S
MED EXP (Any one person)
S
PERSONAL & ADV INJURY
$
GEN'LAGGREGATE
LIMIT APPLIES PER:
GENERAL AGGREGATE
$
POLICY
PRO JECT
LOC
PRODUCTS - COMP/OP AGG
S
OTHER:
$
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
(Ea accident)
S
—
ANY AUTO
BODILY INJURY (Per person)
S
_
OWNED
AUTOS ONLY
SCHEDULED
AUTOS
BODILY INJURY (Per accident)
S
_
HIRED
AUTOS ONLY
NON -OWNED
AUTOS ONLY
PROPERTY DAMAGE
(Per accident)
$
$
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE
$
EXCESS LIAB
CLAIMS -MADE
AGGREGATE
S
DED
RETENTION $
S
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
PER
STATUTE
OTH-
ER
A
YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE Y
N/A
WCNCC31242404
07/24/2023
07/24/2024
E.L. EACH ACCIDENT
$ 1,000,000
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
S 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Placentia, its elected and appointed boards, officials, agents, employees, and voluteers are named as addtional insured
CERTIFICATE HOLDER
CANCELLATION
City of Placentia
401 E. Chapman
Placentia
CA 92870
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACORO® CERTIFICATE OF LIABILITY INSURANCE
ikto.....-----
DATE (MM/DD/YYYY)
09/27/2023
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
Insurance Solutions
License #0K07568
33302 Valle Rd, Suite 200
San Juan Capistrano CA 92675
CONTACT Angela Dancy
NAME:
(HICNNo, Ext): (949) 348-7400 FAX
No): (949) 201-4515
E-MAIL [email protected]
ADDRESS: g
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURER A: West American Ins. Co.
44393
INSURED
Team One Management Inc
DBA: Team One Management Services
PO Box 203
Lake Forest CA 92609
INSURER B: California Automobile Insurance Co.
38342
INSURER C : CNA Surety
524126
INSURER D :
INSURER E
INSURER F :
COVERAGES
CERTIFICATE NUMBER: 23-24 all
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.
INSR
LTR
TYPE OF INSURANCE
ADDLSUBR
INSD
WVD
POLICY NUMBER
POLICY EFF
(MMIDD/YYYY)
POLICY EXP
(MM/DD/YYYY)
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
BKW55748813
07/24/2023
07/24/2024
EACH OCCURRENCE
000
$ 1,000,DAMAGE
CLAIMS -MADE
X
OCCUR
TO TED
PREMISES (Ea occurrence) r
$ 500,000
MED EXP (Any one person)
$ 10,000
PERSONAL & ADV INJURY
$ 1,000,000
GEN'L
AGGREGATE
LIMIT APPLIES
JECT PRO
X
P
PER:
LOC
GENERAL AGGREGATE
5 2,000,000
PRODUCTS - COMP/OPAGG
$ 2,000,000
S
B
AUTOMOBILE
X
_
LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
.----
_
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
BA040000009648
10/03/2023
10/03/2024
COMBINED SINGLE LIMIT
(_Ea accident)
$ 1,000,000
BODILY INJURY (Per person)
S
BODILY INJURY (Per accident)
S
PROPERTY DAMAGE
(Per accident)
5 S
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
s
AGGREGATE
S
DED
RETENTION $
S
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/ N
N /A
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT
s
E.L. DISEASE - EA EMPLOYEE
$
E.L. DISEASE - POLICY LIMIT
5 C
Janitorial Bond including Employee
Dishonesty
69410585
07/24/2023
07/24/2024
Limit:
$100,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respects to liability arising out of activities performed by or on behalf of the Named Insured pursuant to its contract with the City; products and completed operations of the Named Insured; premises owned, occupied or used by the Named Insured; Automobiles owned, leased, hired, or borrow by the Named Insured. This insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributory.
CERTIFICATE HOLDER
CANCELLATION
City of Placentia Attn: City Administrator
401 E. Chapman
Placentia
CA 92870
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ACORO®
�� CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
07/18/2023
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
Capital Providers Insurance
License #0H52316
20750 Ventura Blvd., Ste 305
Woodland Hills CA 91364
CONTACT Meyer Chadorchi
NAME:
PHCONE
Eat): (818) 676-0016 FAXA/c, No): (818) 676-0015
E-MAIL [email protected]
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURERA: National Casualty Insurance Company
INSURED
Team One Management
27324 Camino Capistrano
209
Laguna Niguel CA 92677
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER: 23 24 WC
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.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSD
SUER
WVD
POLICY NUMBER
POLICY EFF
(MM/DDIYYYY)
POLICY EXP
(MM/DD/YYYY)
LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
$
CLAIMS -MADE
OCCUR
DAMAGE TO RENTED
PREMISES (Ea occurrence)
S
MED EXP (Any one person)
$
PERSONAL & ADV INJURY
$
GEN'LAGGREGATE
P
POLICY
OTHER:
LIMIT APPLIES
PRO JECT
PER:
LOC
GENERAL AGGREGATE
$
PRODUCTS - COMP/OP AGG
$
S
AUTOMOBILE
_
LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
COMBINED SINGLE LIMIT
(Ea accident)
$
BODILY INJURY (Per person)
S
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
UMBRELLA LIAB
EXCESS LIAB
-
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
$
AGGREGATE
S
DED
RETENTION $
S
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/ N
Y
NIA
WCNCC31242404
07/24/2023
07/24/2024
PER
STATUTE
OTH-
ER
E. L. EACH ACCIDENT
1 000 000
$ ,,
EL. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
1 000 000
S , ,
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Placentia, its elected and appointed boards, officials, agents, employees, and voluteers are named as addtional insured
CERTIFICATE HOLDER
CANCELLATION
City of Placentia
401 E. Chapman
Placentia
CA 92870
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
ADDITIONAL COVERAGES
Ref #
Description
Blkt Waiver Subrogation
Coverage Code
BWWSB
Form No.
Edition Date
Limit 1
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
Limit 2
Limit 3
Deductible Amount
Deductible Type
Premium
Ref #
Description
Coverage Code
Form No.
Edition Date
Limit 1
Limit 2
Limit 3
Deductible Amount
Deductible Type
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OFADTLCV Copyright 2001, AMS Services, Inc.
COMMERCIAL GENERAL LIABILITY
CG 88 60 12 08
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EACH LOCATION GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to operations at a single "location" owned by or rented to you:
1. A separate Each Location General Aggregate Limit applies to each "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations.
2. The Each Location General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard", and for medical expenses under Coverage C regard- less of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or bringing "suits".
3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location General Aggregate Limit for that "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Each Location General Aggregate Limit for any other "location".
4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Each Location General Aggregate Limit.
B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to operations at a single "location" owned by or rented to you:
1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and
2. Such payments shall not reduce any Each Location General Aggregate Limit.
C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Each Location General Aggregate Limit.
D. For the purposes of this endorsement, the following definition is added to Sectio n V - Definitions:
"Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.
E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated.
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Policy Number: BKW55748813
COMMERCIAL GENERAL LIABILITY
CG 88 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
INDEX
SUBJECT
NON -OWNED AIRCRAFT
NON -OWNED WATERCRAFT
PROPERTY DAMAGE LIABILITY - ELEVATORS
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage)
MEDICAL PAYMENTS EXTENSION
EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B
ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE"
WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN
INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES
NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
LIBERALIZATION CLAUSE
BODILY INJURY REDEFINED
EXTENDED PROPERTY DAMAGE
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -
WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU
PAGE
2 2
2 2
3 3
3 5
6 6
7 7
7 7
7 8
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With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.
A. NON -OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:
1. It is not owned by any insured;
2. It is hired, chartered or loaned with a trained paid crew;
3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and
4. It is not being used to carry persons or property for a charge.
However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision.
B. NON -OWNED WATERCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or property for a charge.
C. PROPERTY DAMAGE LIABILITY - ELEVATORS
1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.
2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance:
The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis.
D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part:
1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing:
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to:
(i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days.
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance.
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b. The last paragraph of subsection 2. Exclusions is replaced by the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.
2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following:
6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to:
a. Any one premise:
(1) While rented to you; or
(2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or
b. Contents that you rent or lease as part of a premises rental or lease agreement.
3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following:
9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract".
E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:
Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following:
(b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B
1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
2. Paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.
G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
1. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or
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b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or
d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions:
(1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard".
(3)
Insurance applies to premises you own, rent, or control but only with respect to the following hazards:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or
(b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when:
(1)
All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends.
With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.
The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage".
We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions.
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2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.
Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability:
This insurance does not apply to:
a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services.
d. "Bodily injury" or "property damage" occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy.
3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.
H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows:
a. The following is added to Paragraph a. Primary Insurance:
If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover.
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b. The following is added to Paragraph b. Excess Insurance:
When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured.
Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies.
I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:
An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us;
b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and
c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured.
2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy.
J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/ MALPRACTICE
WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following:
(1) "Bodily injury" or "personal and advertising injury":
(a)
To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above;
(c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply.
Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and CG 88 10 04 13
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advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances.
The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee".
K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3. of Section II - Who Is An Insured is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you;
b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured.
No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision.
L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations:
Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional.
M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit:
Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph
1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee".
N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state.
O. BODILY INJURY REDEFINED
Under Section V - Definitions, Definition 3. is replaced by the following:
3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease.
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P. EXTENDED PROPERTY DAMAGE
Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured.
This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.
Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A
CONTRACT OR AGREEMENT WITH YOU
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us:
We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided:
1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and
2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment.
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Policy Number: BA040000009648
Insured: Team One Management, Inc.
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
Business Auto Broadening Endorsement
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II. EMPLOYEES AS INSUREDS
II I. AUTOMATIC ADDITIONAL INSURED
IV. EMPLOYEE HIRED AUTO LIABILITY
V. SUPPLEMENTARY PAYMENTS
VI. FELLOW EMPLOYEE COVERAGE
VII. ADDITIONAL TRANSPORTATION EXPENSE
VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
X. LOAN/LEASE GAP COVERAGE
XI. GLASS REPAIR - DEDUCTIBLE WAIVER
XII. TWO OR MORE DEDUCTIBLES
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO - COVERAGE TERRITORY
XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH MCA85100817-CA
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BUSINESS AUTO COVERAGE FORM
NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity.
Coverage under this provision is afforded only until the end of the policy period.
Coverage does not apply to an "accident" which occurred before you acquired or formed the organization.
II. EMPLOYEES AS INSUREDS
SECTION H - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
e. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs.
III. AUTOMATIC ADDITIONAL INSURED
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section I I.
IV. EMPLOYEE HIRED AUTO LIABILITY
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
g. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business.
V. SUPPLEMENTARY PAYMENTS
SECTION II — LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds.
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved, MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 2 of 6
VI. FELLOW EMPLOYEE COVERAGE:
SECTION II — LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance.
VII. ADDITIONAL TRANSPORTATION EXPENSE
SECTION I I I - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following:
We will pay up to $50 per day to a maximum of $1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location.
VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
SECTION I I I - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added:
c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the following limit:
(1) The most we will pay for "loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less
(2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to "loss" caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance.
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following:
This exclusion does not apply to the accidental discharge of an airbag.
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X. LOAN/LEASE GAP COVERAGE
SECTION I II - PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added:
4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less:
a. The amount paid under the Physical Damage Coverage Section of the policy; and
b. Any:
(1) Overdue lease/loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage.
(3) Security deposits not returned by the lessor;
(4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases.
The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss.
XI. GLASS REPAIR — DEDUCTIBLE WAIVER
SECTION I II - PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:
No deductible applies to glass damage if the glass is repaired rather than replaced.
XII. TWO OR MORE DEDUCTIBLES
SECTION I II -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:
If two or more "company" policies or coverage forms apply to the same accident:
1. If the applicable Business Auto deductible is the smallest, it will be waived; or
2. If the applicable Business Auto deductible is not the smallest, it will be reduced by the amount of the smallest deductible; or
3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived.
For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies.
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation.
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XIV. WAIVER OF SUBROGATION
SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following:
5. Transfer Of Rights Of Recovery Against Others To Us
We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added:
Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery.
This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal.
XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
SECTION IV- BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
1. Any covered "auto" you lease, hire, rent or borrow; and
2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business.
However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary:
e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.
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XVIII. HIRED AUTO - COVERAGE TERRITORY
SECTION IV- BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following:
e. Anywhere in the world if:
(1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 3O days or less; and
(2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to.
XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V— DEFINITIONS, C. "Bodily Injury" is amended by adding the following:
"Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease.
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WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT —CALIFORNIA 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.
Blanket Waiver
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 07/24/2023
Insured:
Team One Management
Insurance Company:
National Casualty Company
Policy No.: WCNCC 312424 Endorsement No.:
Premium $ INCL
Countersigned by
©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.
From the WCIRB's California Workers' Compensation Insurance Forms Manual ©2001.
AMENDMENT NO. 1 TO
PROFESSIONAL SERVICES AGREEMENT
WITH TEAM ONE MANAGEMENT, INC.
This Amendment No. 1 ("Amendment") to Professional Services Agreement is made and entered into effective the 1St day of July, 2021, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and TEAM ONE MANAGEMENT, INC., a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties." A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective July 1st, 2021 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). The Parties now seek to amend the Agreement to extend the terms of the to add the cleaning of one additional restroom for 16 months, for a cost of $1,300 totaling $20,800 from April 1, 2023 to July 31, 2024.
(iii). All legal prerequisites to the making of this Amendment have occurred.
NOW, THEREFORE, in consideration of the mutual covenenants and conditions set forth herein, the Parties agree as follows:
B. Amendment to Agreement.
1. Section 4.1, Paragraph one of the Agreement is hereby amended to read as follows:
4. 1. Term. This Agreement shall commence on the Effective Date and continue for a period of 16 months, ending on July 31, 2024, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.
3. The Agreement, all amendments together with this Amendment No. 1 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No. 1 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
5. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. I and that such execution is binding upon the entity for which he or she is executing this document.
IN WITNESS WHEREOF, the Parties have caused Amendment No. 1 to the Consulting Services Agreement are to be executed as of the day and year first above written.
CONSULTANT CITY OF PLACENTIA
By: I►it-b. QL By:
Mike Akhavan Damien Arulla
President City Administrator
ATTEST: .fiv
Robert S. McKinnel
City Clerk
APPROVED AS TO FORM:
Christian L. Bettenhausen
City Attorney
CITY OF PLACENTIA
MAINTENANCE SERVICES AGREEMENT
WITH
TEAM ONE MANAGEMENT, INC.
THIS AGREEMENT is made and entered into this 1s' day of July, 2021 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and TEAM ONE MANAGEMENT, INC. a California corporation ("Contractor").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Contractor as an independent contractor to provide park restroom janitorial servives, as more fully described herein; and B. WHEREAS, Contractor represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Contractor desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall provide the professional services described in Contractor's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Contractor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional Contractors in similar fields and circumstances in accordance with sound professional practices. Contractor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Contractor's performance of this Agreement. Contractor shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section.
1.3. Performance to Satisfaction of City. Contractor agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Contractor to review the quality of the work and resolve the
matters of concern;
(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Contractor warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above -mentioned laws, which may be incurred by reason of Contractor's performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Contractor shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.6. Non -Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delec ation and Assicnment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Contractor may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Contractor's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Contractor may engage during the term of this Agreement.
1.8. Confidentiality. Employees of Contractor in the course of their duties may have 2 TEAM ONE MANAGEMEMT
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access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without wriften authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit "A." Contractor's total compensation shall not exceed a cumulative amount of Two Hundred Thirteen Thousand Five Hundred Twenty -Five Dollars ($213,525.00) over the initial three-year contract term.
2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in the Contractor's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Contractor's standard hourly rates shall be paid to the Contractor for such additional services. Such increase in additional fees shall be limited to 10% of the total contract sum. The City Administrator is authorized to approve a Change Order for such additional services. Any increases, taken either separately or cumulatively, that result in the Contract Sum exceeding ten percent (10%) of the Contract Sum must be approved by the City Council.
2.3. Method of Billing. Contractor may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Contractor's services which have been completed to City's sole satisfaction. City shall pay Contractor's invoice within forty-five (45) days from the date City receives said invoice.
Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Contractor's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3 TEAM ONE MANAGEMEMT
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3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Contractor is encountered, a time extension may be mutually agreed upon in writing by the City and the Contractor. The Contractor shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on July 31, 2024, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The term of the agreement may be extended by two one-year term based on contractor performance and at the discretion of the City.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Contractor. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Contractor, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
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f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Contractor. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Contractor, at no cost to City. Any use of uncompleted documents without specific written authorization from Contractor shall be at City's sole risk and without liability or legal expense to Contractor.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Contractor maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Contractor.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Contractor. Contractor agrees to waive, and to obtain endorsements from its workers' 5 TEAM ONE MANAGEMEMT
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compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
Before execution of this Agreement by the City, the Contractor shall file with the Public Works Director/City Engineer the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.
The Contractor shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City.
The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the Contractor to comply with this section.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Contractor under this Agreement are adequate to protect Contractor.
If Contractor believes that any such insurance coverage is insufficient, Contractor shall provide, at its own expense, such additional insurance as Contractor deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Contractor pursuant to its contract with the City; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; automobiles owned, leased, hired, or borrowed by the Contractor."
(b) Notice: "Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor's sole 6 TEAM ONE MANAGEMEMT
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cost and expense."
(c) Other insurance: "The Contractor's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self -insured retention.
5.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.
5.5. Non-limitinc. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Contractor may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.
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6.3. Pro ect Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement. It shall be the Contractor's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Contractor shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.
Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Contractor without the express written approval by the City. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONTRACTOR: IF TO CITY:
Team One Management, Inc.
27324 Camino Capistrano unit 209
Laguna Niguel, CA 92677
Tel: 949-348-144-1446
Fax: 949-348-1722
City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: 714-993-8245
Attn: Mike Akhavan, President Attn: Joel Cardenas, Public Works Superintendent
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Contractor agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Contractor 8 TEAM ONE MANAGEMEMT
Rev. 06/2018
of Contractor's obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Contractor's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Contractor, its employees, and/or authorized subcontractors under this Agreement, whether or not the Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Contractor's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby 9 TEAM ONE MANAGEMEMT
Rev. 06/2018
agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
611. Cooperation. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Contractor. City shall indemnify and hold harmless Contractor from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Contractor.
Contractor shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Contractor or Contractor's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor and its officers, employees, associates and subcontractors shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
10 TEAM ONE MANAGEMEMT
Rev. 06/2018
6.15. Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Contractor's Proposal.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Richts. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right 11 TEAM ONE MANAGEMEMT
Rev. 06/2018
or remedy in respect to any other occurrence or event, nor shall any waiver continuing waiver.
constitute a
6.24. Severity If any provision of this Agreement is determined by competent jurisdiction to be unenforceable in any circumstance, such determination affect the validity or enforceability of the remaining terms and provisions a court of offending provision in any other circumstance. Notwithstanding the foregoing, shall fnot Agreement, based upon the substantial benefit of the bargain for any hereof or of the impaired, which determination made by the presiding court or arbitrator of competent g if the value of this shall be bindin p g p party is msdicti n
g, then both arties a ree to substitute such rovision(s) through good dicaith negotiations.
faith
6.25. Counter This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construe shall constitute one agreement.
d together and
6.26. Corporate Authority. The persons executing
parties hereto warrant that they are duly authorized to execute this Agreement this Agreement on behalf of the
Agrees and that by doing so the parties hereto are formally bound to the r Agreement. on behalf of said
provisions of this
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. 12 TEAM ONE MANAGEp4EMT
Rev. 06/2018
CITY OF PLACENTIA,
A municipal corporation
5fnien R. Arrula. City � i) inistrator
ATTEST:
for
©I� 0
Robert S, McKinnell, City Clerk and ex -officio Clerk
of the City of Placentia
CONTRACTOR
/.
Signature
Name and Title Lam"
3 1 8s6c
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
-3
Ropanna Ramirez, Depu yt
��y Administrator
APPRC ED AS TO CONTENT:
Joel CardenT, Project Manager
DEPARTMEN"I'Al Al4"1-20 AL:
Luis Estevez, Deputy City A lministrator
13 Date: `d2-1
Date: ILL/ 2 0
Date:
Date: Q(D -02-&Z-/
Date:
Date: 7,.
1EAM ONE MANAGE:WWI
Rev, 08/2018
EXHIBIT A
CONTRACTOR'S PROPOSAL AND SCOPE OF WORK
14 TEAM ONE MANAGEMEMT
Rev. 06/2018
City of Placentia
Calif°tilia
131l) FOR
Park Restroom Janitorial Services
PARK
Kraemer Park
201 N. Bradford
Avenue
McFadden
Park
974 S. Melrose Avenue
Tuffree Park
2I01 N. Tuffree Boulevard
Koch Park 2210 N.
Valencia
Avenue
Vaqueros Park 1200 N.
Carlsbad Street
Arroyo Verde Park 1001 E. Palm
Drive
Atwood Park
1701 Atwood Avenue
Placentia
Champions
Sports Park (2) restroom north and south
505 Jefferson
EST. QTY
365
365
365
365
365
365
365
365
Grand Total Bid Amount:
Page C-2
UNIT PRICE
4)a -so
ITEM COST
7S7 oci
EXHIBIT B
CERTIFICATES OF INSURANCE AND ENDORSEMENTS
15 TEAM ONE MANAGEMEMT
Rev. 06/2018
A .---- �" CERTIFICATE OF
LIABILITY INSURANCE
THIS CERTIFICATE 13 ISSUED AS A MATTER OF INFORMATION
oaTe IMMrDDIYYyY)
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS BELOW.THISCERTIFICATE OESOT IRMN VELY OE DOES
NOT LYAMECONSTITUTED, A CONTRACT EXTEND OR 00!16/2020
BRELOW. THIS OR P OF IN, AURA THECERTIFICATE
ALTER WE N THE ISSUING
BY THE
IMPURTANi; II the corlll)cRte holder Is an ADDITIONAL INSURED,
BETWEEN THE ISSUING INSURER(S), A POLICIES
If SUBROGATION IS AUTHORIZED
Idle certificate does not
subject to (he terms end conditions of ththe e IIcH(les) must have ADDITION confer rlpflls to the ce111flcste holder In lieu of suchIlocy,I�ertalnoP (�11es AI. INSURED provisions or do endorsed.
PRODUCER
TTley require an endorsement
Insurance Solutions A statement on
O'rA•T
License*0748539 rrauE Robin Holloway
Pti.__
(O''�G (948) 348.74an �-
33302 Valle raw o..,,- ___ l.. No. E.,I,
San Jul
INSURED
Team One Management Inc
PO Box 203
Lake Forest
CA 02875
__ INSURE NISI M4'WtuiNO COVERAOE
„surreqA ; West AUloncan Ins Co.
„NStumFA B California AU10moblle Insurance Co.
LusURER C : CNA Surety
).,SURER D :
COVERAGES CA 92809
CERTIFICATE NUMBER: 20.21 Vsu RJR E c
N�IlHPR F
THIS IS TO CERTIFY THAT TIME P
INDICATED. NOTWITHSTANDING
OFINSUfv1\CE LISTED BELOWCERTIFICATE BE I !AVE BEEN ISSUED TO THE INSURED NAMED REVISION NUMBER:
EXCLUSIONS AND CONDITIONS O SUCH POLICIESSUED OR MAY PERTAIN, . TERM
CONDITION OF ANY CONTRACT ABOVE
INSURANCE AFFORDED C E CRIBSOTHEDOREINSTUBJ FOR THE POLICY.
TEPERIOD
itiSii BY THE POLICIES DESCRIBED RESPECT TOVVHjCHTHIS
Lrn TYPE OF INSURANCE ADOL Sean --_W<d MAY HAVE BEEN REDUCED BY PAID C HEREIN IS SUBJECT TO ALL THE TERMS, X COMMERCIAL GENERA L LIAR�,TM Lri. ry lam? _..._ •.... ..` POLrCr RUNNER AIMS. riiSC/e'i e - voLZT Efd% N.MmILyYYrI 1M llIoiY. YYYI _� CLAIMS -MADE a OCCUR A
-----
I.
GUI POLICY •�� J'C U APP LOC
ER
OHIllS
AUTOMOBILE LIABILITY
X ANY AUTO
B OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON•OWNED
AUTOS ONLY
UMBRELLA LIAR j
EXCESS LIAR i
OCCUR
CLMMg.MAOF.
DAD RETENTION 3
WORKERS COMPENSATION
ANC EMPLOYERS' L AI IUTY
ANY PROPRIETOIUPArr TfVEf1IEAEC U:iVE Y/N
OI°FICrrrMEMQEIi EXCLUDED? ❑
(Mandatory InEN)
II yo 3, dutC,l5u „nd.
OPSCRIPTION Or OPERATIONS Wilt,.
NIA
BKW55746613
8A0400000098g6
NAIC ■
44393 -'
—�._._
38342,
524126 __
--- LIMI18
EACH OCCURRENCE r I,il00.U0U
nnr(AILSF51fa+ucr ,y^,, L 500000
0 7124 /2 0 2 0 1,1•71, YAP fhr, anu u,raw S 10,000 — — — 07/24/2021
PERSONAL 6 14.)V INJURY 127A:.000 Q • � —"
t . 00
GENE.NAI ACiNITEGAT� O,O
PIIODUCIS.__COMRTIP A1;;; $ 2,000,000
CUrdINNL�� EE LVdlf
1.000.000
BODILY INJURY (Per parson) j 10/03/2020 10/03/2021
BODILYINJURY (Panccldana
I'Nf.1PEliT iA-A Wa
act' rN:CUrIrrL`_
AL:O EGATF
_____-L111
-
_-___0.„, Uiir. 1.7.________I
_ C L UIE,;J y'PL: E . E� f OYEF. a
C Jalntoriat Bond Including Employee �4—Dishonesty E Disc lSE . P(L CY a:,ur s 80410585 Link 5100,000 —" '—
-
07/24/2020 07/24/2021
DESCRIPTION OF OPERATIONS, LOCATIONS 1 VEHICLES (ACORD lei, Additional Rams Ms Sch.tlub, mop De snicked If mere apace I. RNIKA d The City of Placentia and Its elected and D —
ofr
ors,
ls.
RFOion b f of hie Nam Named
Insured
agents. pursuant
nt to its
col Ea volunteers are products insureds with orespectsrato5 CI arising out of Endliles perfuracted and O or the Named Insured; promises Owned. Occupied or used by the Named Insured; Automobiles owned, leased, hired, cr borrow by the Named Y on behalfaf Ih0 Namud Insured pursuant to ds contract wilt. the Cily; products and completed operations of Insurance coverage shall be primary Insurance as respects the City of Placentia. Its officers. officials, n gents, employees, and volunteers. A11isured. This
Insurance maintained by pie Oily of Placenlia shall be excess and no) conlrlbulory y Other
CERTIFICATE HOLDER
City of Placentia Attn: City Adminlalralor
401 E. Chapman
Place n lie
ACORD 26 (2016/03)
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
CA 92870
Thu ACORD name and are registered marks of ACORD
logo © 1988'2015 ACORD CORPORATION. All rights reserved,
CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MA CON 0 FN ERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Ir nuo0/YyyY)
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE PO LICIES
ER OF INFORMATION ONLY A S
07/1312020
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONT RAC'f BETWEEN THE ISSUING INSURER(S), AUTHORIZED
IMPORTANT: If lho certificate holdor le en ADDITIONAL INSURED, the pOtteylee haveADDITIONAL INSURED provlslona or ha (indorsed.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 Ileu of suchandorsament(s)
PRODUCER
Capllal Providers Insurance cONrncr NnrnE, Vesta Grigoryan License #OH52316
20750 Venture Blvd.. Sle 305
Woodland Hills
INSURED
Team One Management
27324 Camino Capistrano
209
Laguna Niguel
PHONE
I_� J�yF•l)VOShI ) 676.0016 L/ �: Plq�: (
AODRLSs: 81(dlcp s rou com ) 676.0015
818 .._.__ _ .. ._.. _
CA 91364 PNEURERISIAFFORDIND COVERAGE ___-
INSURER A . National Casualty Insurance Company
INSURER e ;
INSURER C :
INSURER 0:
INSURER E:
COVERAGES CA e2677
CERTIFICATE NUMBER: 20 21 WC INSURER F:
THIS IS 1 O CERTIFY THAT THE POLICIES OF INSURANCE LISTED DELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT N TH REVISION CT TO 1ICH TtIIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOR DED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALI THE TERMS, iusa
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LT!r TYPEOFINSUtiANC! ADDCSUON """—
N!in VND POLICY ErE— -ii f
COMMSRC4lf7ENERALLIABILITY L_ —_.POLICY PRAISER MatiODIYYYY I r,y,tatmr a. t--�"�--- LIMITS
E XI
CLAIMS WO,
_� C:CCUt9
l:t_+rLnGG1+E(r+v l: LIMIT'PPUES PER:
OLICY PRO.
P
IECT ❑ LOC
O)HEH
AUTOMOMLE LIAIIUTY
AMY AUTO
OWNED SCHEDULED
AUI(W UNLY AUTOS
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
UMBRELLA LIAS
EXCESS LAB
Jag)] RETENTION_;
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
A ANY PROPRIE roiePARTNERrEXECIIIIVE
Ui fICGHr6'Ft'111ER EXCLUoro7
th:ondalary in mu
II vac aasnll+e wider
DF.SCRIPTION OF OPERATIONS balaw
OCCUR
CI AIMS•MAIIE
YIN
N/AI I WCNCC31242400
07/24/2020
07/24/2021
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES )ACORD tai, Addltlontl Remarks SchedWe, maybe attached Omani spas Is required) City of Placentia, ifs elected and appointed boardS, officials, agents, employees, and volulaers are named as addtional InsureU
CERTIFICATE HOLDER
City of Placentia
401 E. Chapman
Placentia
ACORD 25 (2016/03)
CANCELLATION
EACH OCCURNE NCE 3
D7;4AGF TD7tERTm"—
IrNPk!I.1'S11_a......rancel,
mED EXV aar
IA-nv one sort{
1>L•Ii50leAl A ARV INJURY S
GENERAL AGGREGATE.,`
PROGUCrS-COMINOPACC
tfar—aRJEOS K41 E LRdlt
.LI daarl,.r�nn
BOJILY INJURY (Pnr parson)
- 5
8001LY INJURY (Per acd(1UNI
PROPER' 5' imuAiiL
EACh OCCURRENCE
AGGREGATE
NAIL M
$
3 El. € CH CCIDENT t t,00a,006 _
E.L DISLISE - LA EMPLOYEE S 1,000,000
EL Dl;rµ-F. POLICY LIMIT S 1,000,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THERCOF NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS,
AUTHORIZED REPRESENTATIVE
CA 92870
5 ACORD CORPORATION. All rights reserved,
The ACORD name and logo are registered marks of ACORD
Policy Number: BA040000009648
Insured: Teem One Management, Inc.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREF ULLY.
Business Auto Broadening Endorsement
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) li. EMPLOYEES AS INSUREDS
III. AUTOMATIC ADDITIONAL INSURED
IV. EMPLOYEE HIRED AUTO LIABILITY
V. SUPPLEMENTARY PAYMENTS
VI. FELLOW EMPLOYEE COVERAGE
VII. ADDITIONAL TRANSPORTATION EXPENSE
VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
X. LOAN/LEASE GAP COVERAGE
Xl. GLASS REPAIR - DEDUCTIBLE WAIVER
XII. TWO OR MORE DEDUCTIBLES
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO - COVERAGE TERRITORY
XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH MCABS100817-Cq
Copyright 2017 Mercury Insurance Services, LIC. AU rights reserved.
Includes copyrighted material of Insurance Services Office, Inc., with its Permission
I• NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II - LIABILITY COVERAGE, A. Covera a 1.
d. Any business entity newt g � Who Is An Insured, the following is added:
y acquired or formed by you during the policy period
provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days fol/owing acquisition or formation of the business entity.
Coverage under this provision is afforded only until the end of the policy period.
Coverage does not apply to an "accident" which occurred before you acquired or formed the organization.
II• EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, A.
e An „ Coverage, 1. Who Is An Insured, the following is added:
Yemployee" of yours is an "insured" while usin
own, hire or borrow in your business or g a covered "auto" you don't your personal affairs,
o
III. AUTOMATIC ADDITIONAL INSURED
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An insured, the following is added:
f. Any Person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or " ro in effect during the policy period ,,, pnsured" for 1petty damage" occurs and that is damages to which this Insurance applies and only to the ext nty ot that pCoverage, but only for
organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. P
IV. EMPLOYEE HIRED AUTO LIABILITY
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
g An "employee of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, while performing duties related to the conduct of with your permission, V SUPPLEMENTARY PAYMENTS Your bus business.
SECTION II — LIABILITY COVERAGE, A.
Payments, Sub Coverage, 2. Coverage Extensions, a. Supplementary paragraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law furnish these bonds.
violations) required because of an "accident" we cover. We are not obligated to (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.
BUSINESS AUTO COVERAGE FORM
MCA85100817-CA
Copyright 2017 Mercury Insurance Services, LLC, All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc.,with Its Permission
VI. FELLOW EMPLOYEE COVERAGE:
SECTION II — LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance.
VII. ADDITIONAL TRANSPORTATION EXPENSE
SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following:
We will pay
up to $50 per day to a maximum of $1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you Comprehensive or Specified Causes of Loss Coverage. carry either transportation expenses incurred during the g We will pay for temporary ending, regardless of the policy's expiration, when dthe beginning i ' auto" is rhours eturned neder the o theft use or
we pay for its "loss". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location.
VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added:
C. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the following limit:
(1) The most we will pay for "loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less
(2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to "loss" caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance.
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following:
This exclusion does not apply to the accidental discharge of an airbag.
MCA85100817LA
Copyright 2o17 Mercury Insurance Services, LLC. All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc., with Its Permission
X.
Xl. GLASS REPAIR —DEDUCTIBLE WAIVER
SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:
No deductible applies to glass damage if the glass is repaired rather than replaced.
XII. TWO OR MORE DEDUCTIBLES
SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:
If two or more "company" policies or coverage forms a
1. If the applicable Business Auto deductible is the smallest, it will be waived; or 2 ly to the same accident:
If the applicable Business Auto deductible is not the srnallest, it will be reduced b the amount of the smallest deductible; or
3. If the loss involves two or y
more Business Auto coverage forms or policies the
smallest deductible will be waived.
For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies.
P
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A.
Loss Conditions, 2. Duties In The
Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", "accident" applies only when the "accident" is known to:
you must notify us of an
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation.
MCA85100817-CA
LOAN/LEASE GAP COVERAGE
SECTION III - PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added:
'% In the event of a "total loss" to a covered "auto" shown in the schedule or declarations which Collision and Comprehensive Coverage a I ,
the lease or loan for that covered "auto," less: pp y we Well pay any unpaid amount due on a. The amount paid under the Physical Damage Coverage Section of the policy; and
b. Any:
(1) Overdue (ease/loan payments at the time of the "loss" (2) Financial penalties imposed under a (ease for excessive use, abnormal wear and tear or high mileage.
(3) Security deposits not returned by the lessor;
{4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases.
The most we will pay under Auto Loan/Lease Gap
Coverage for
the actual cash value of that insured auto at thet me of the loss. an insured auto is 25% of Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc,, with Its Permission
XIV. WAIVER OF SUBROGATION
SECTION IV- BUSINESS AUTO CONDITIONS, A. Loss Conditions, S. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following:
S. Transfer OF Rights Of Recovery Against Others To Us
We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, 8.
GeneMisrepresentation, or Fraud, the following is added:
dded ral Conditions, 2, Concealment,
Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably This provision does not affect our right to collect additional premiu exercise c
m or exer iseourg right
of cancellation or non -renewal.
XVI. EMPLOYEE HIRED AI.RO PHYSICAL DAMAGE
SECTION IV- BUSINESS AUTO CONDITIONS, B_ General Conditions, 5. Other Insurance, b. For Hired
Auto Physical Damage Coverage, is replaced by the following:
b. For Hired Auto Physical Dama
'autos" you own; Se Coverage, the following are deemed to be covered
1. Any covered "auto" you (ease, hire, rent or borrow; and
2. Any covered "auto" hired or rented b
your "employee" nder a contract in
that individual "employee's" name, with your perrm s onU while performing duties related to the conduct of your business.
However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, S. Other Insurance, the following is added and supersedes any provision to the contrary:
e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.
MCA85100817-CA
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved, Includes copyrighted material of Insurance Services Office, Inc., with Its Permission
XVIII. HIRED AUTO - COVERAGE TERRITORY
SECTION IV- BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following:
e. Anywhere in the world if:
(1) A covered "auto" is leased, hired, rented or borrowed without a driver period of 30 days or less; and for a
(2) The "insured's" responsibility to pay damages is determined in a "suit" the merits, in the United States of America on
, the territories and
of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. P sessions
XIX, BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V- DEFINITIONS, C.
"Bodily Injury" is amended by adding the following:
"Bodily injury" also includes mental anguish but onl
other bodily injury, sickness, or disease. Y when the mental anguish arises from MCAB5100817.<A
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.
Includes copyrighted material of Insurance Services Office, Inc., with its Permission
Policy Number BKW55749813
COMMERCIAL GENERAL UABILITY
THIS ENDORSEMENT CHANGES THE POLICY. p CG 10 04 13
LEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modtfles Insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
B
NON -OWNED AIRCRAFT
NON -OWNED WATERCRAFT
PROPERTY DAMAGE LIABILITY - ELEVATORS
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property D MEDICAL PAYMENTS EXTENSION amage)
INDEX
EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B
ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE"
WHO IS AN INSURED - INCIDENTAL
SRD - FELLOW NCI MEDICAL ERRORS/MALPRACTICE AND WHO IS AN
EMPLOYEEINUE EXTENSION - MANAGEMENT EMPLOYEES
NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
LIBERALIZATION CLAUSE
BODILY INJURY REDEFINED
EXTENDED PROPERTY DAMAGE
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST
WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH T OTHERS TO US YOU
CG 88 10 04 13
PAGE
2 2
2 2
3 3
3 5
8 6
7 7
7 7
7 8
8 Includes co 2013Libur(y Mutual Ineurunce
PYrighted material of Insurance Services Office, Inc., with ils permission.
With respect to coverage afforded by this endorsement, the the endorsement.
the
of the policy apply unless modified by
A. NON -OWNED AIRCRAFT
Under Pararyr�rph 2. Exclusions of Section I -
UnderJon g, /1lreraft, Auto Or Watercraft Coverage A - Borlll exclus does net apply to an airs Y Ift pro And Property Damage
1. It is not owned by provided:
Liability,
any insured;
2, if is hired, chartered or loaned with a trained paid crew; _ 3• The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United Status of America or Canada, designating her oro r him property for a charge a commercial or airline pilot; and
4. ft is not being used to carry persons or
However. the insurance afforded by this provision does not apply =• valid and i:vllcolible
trt tacos insurance. whether primer li if their, is available to the insured of this policy), contingent or on Y. extras (other Ilion insurance written to apps other this provision.
any, other b;r;;fs: that would also apply •I
1+ I U y to the to covered specifically
B. NON -OWNED WATERCRAFT
Under Paragraph 2. Exclusions of Section t -
Subparagraph (h)2. exclusion Coverage A - Bodily I
g. Aircraft, Auto Or Watercraft Is re llary And Property Damage Liability, This exclusion does not apply to: P cad by the following:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or pro
C. PROPERTY P perh' for a charge.
DAMAGE LIABILITY - ELEVATORS
1 Under Paragraph 2• Exclusions of Section 1 _
Under
Subparagraphs 3 ,(4) nd Coverage A - Bodily Injury Liabil- ity, damage" results frorO( use o (6) of exclusion J.Damage D magepurpose or ro And Property I uch
vehicle U To Property provision,
not apply DamageLlude
lifts. Vehicle lifts are lifts or twists used in automobile pP ti If such "property a provision, elevators do not include
2. The following is added to Section 1V - service or re Insurance, Para Commercial General Liability nary operations Graph b. Excess Insurance; ty Conditions,
The insurance Condition 4. Other
whether afforded by this provision of this endorsement is excess primary, excess contingent or on any other basis.
D. EXTENDED DAMAGE TO ov®f any property insurance,
RTY
If Damage To Premises RentedToYou RlsNnoE otherwise
D O YOU (Tenant's Property Damage)
1, Under P excluded from this Coverage
Paragraph Z. Exclusions of Section I - Coverage Part;
a• The fourth from the last paragraph g A ' Bodily Injury and Property Damage Liability:
of exclusion J. Damage To Property Is replaced by the follow- ing:
Paragraphs (1), (3) and (4) of this exclusion
by fire, lightning,1), expland
(4) smoke, do not apply to "property
or leakage from an auto,atic firecprotection (othst m) damage (I) Premises rented to you fora period of 7
(II) Contents or fewer system) to:
that you rent or lease as part of a consecutive days; or more than 7 days. premises rental or lease
agreement for a period of
Paragraphs (1), (3) and (4) of this exclusion
do not a
period of 7 or fewer co utiv to "property damage" to contents of premises rented lo you for a
A anseparate limit nsecutive days
surra of insurance applies to this coverage as described In Section III - Limits of
CG 88 10 04 13
Includes co r' ® 2013 Liberty Mutual Insurance
py ighted material of Insurance Services Office, Inc., with its permission.
Pace 2 of 8
b. The last paragraph of subsection 2. Exclusions is replaced by the following:
Exclusions c. through n. do not apply to damage by firer, lightning, explosion, smoke or Iuakaye from automatic fire protection systems to prernises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section In - Limits Of Insurance.
2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following:
6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to:
a. Any one premise:
(1) While rented to you: or
(2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire. lightning, explosion, smoke or leakage from automatic protection sys- tems; or
b. Contents that you rent or lease as part of a premises rental or lease agreement.
3. As regards coverage provided by this provision D. EXTENDED DAMAGE TD PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following:
9.a. A contract fora lease of premises, However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion. smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupiod by you with the permission or the owner, or for damage to contents of such prernises that are included In your premises rental or lease agreement, is not an "insured contract".
E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:
Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medlcal Payments, Subparagraph (b) of Paragraph a, is replaced by the following:
(b) The expenses are Incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B
1. Under Supplementary Payments • Coverages A and B, Paragraph 1.b. is replaced by the following:
b. Up to 53,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do nol nave to furnish these bonds.
2. Paragraph 1.d. Is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to S500 a clay oecause of time off from work.
G. ADDITIONAL INSUREDS • BY CONTRACT, AGREEMENT OR PERMIT 1, Paragraph 2. under Soction II - Who Is An Insured is amended to include as an insured any person or organization whore you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization Is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by:
a. Your acts or omissions, cr the acts or omissions of those acting on your behalf, In the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or 'property damage" occurs, or trio "per- sonal and advertising !njury" is committed, ;subsequent to the signing or such written contract or written agreement; or
CG 88 10 04 13
0 2013 Liberty Mutual Insurance
Includes copyrighted material of Insurance Services Office, Inc., with "its permission. Page 3 of 8
b.. Premises or facilities rented by you or used by you, or c. The maintenance, operation or use by you of equipment rented or leased to you h sue Organization; or
y h person or
d. Operations performed by you or on your behalf for which the stale or political subdivision has
Issued a permit subject to the following additional provisions:
(1) This insurance, noes not apply to "bodily in�Iur
ad-
vertising
injury" arising out of the operations fro-fonne pd tor ythe state or political subdivision; J or "personal and does
(2) This "Comp Bled insuranoperi f ons ohazaapply
rcf . to "bodily InJury or "propenY damage" Included within the (3) Insurance applies to premises you own, rent, or control but only with respect to the following (a) Tie existence, rnagllent9,i repair, construction,
signs, awnings, canopies, cellar entrances', e,radriv or renwval of advertising hoist away openings, �. coal notes, driveways, manholes, sidewalk vaults, street banners, or docoralions
surest or marques,
and similar expo -
(b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this Insurance. 1, The insurance afforded to such additional insured only applies to the extent permitted
2. It coverage provided to the additional insured is re by law; and once afforded to such additional insured will not required broader a contract i agreement, the insur- the contract or agreement to provide for such additionl insured, that which you
when -
With respect are required by
pest to Paragraph 1.a. above, a person's or orpanizalion's status as an additional insured Wrier this endorsement Paragraph
when
(1) All work, including materials,
parts or equipment furnished in connection with such work, on the protect (other than
additional insured(s) et the location lnte time covnce eredoperations e has e performed by or on behalf of the
(2) That portion of been completed; or
intended one b r your work" out of which the injury or damage arises has by any person or organization other than another contractor or b subcontractoreen put engagedengaged In performing operations for a principal as a With respect to paragraph 1.b. above, part of the same project, Wrier the endorsement ends when their p rso,,'s or organization's premises tten statues as an additional insured
or facilities ends. contract or written agreement with
With respects to Paragraph 1.c. above, this Insurance does not apply to any " you for such Mace slur the equiprrtant rental or lease agreement has expired to the lessor, "occurrence" which takes P or you have returned such equipment
is signed prior to the "bodily injury" or
The insurance provided by this endorsement a
r � pPllas only if the written contract or written
"properly pony damage" agreement
We have no duly to defend an additional insured
notice of a "suit" by the additional Insured as required sin r (Paragraph his b. of until we receive written Event Of Occurrence, Offense, Claim Or Suit under b. of Condition 2. Duties In the Eons. Section IV - Commercial General Liability Condl-
CG 88 10 04 13
However:
Includes copyrighted melerie2 13 surance liberty Mutual Insurance Services UU1ce, Inc., with its permission.
2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.
Exclusions under Section I - Coverage A -Bodily Injury And Property damage Liability:
Thls Insurance does not apply to:
a• "Bodily injury" or "property damage" arising from the sole negligence of the additional insured, b. "Bodily Injury" or "property damage" that occurs prior to location where such "bodily injury or u ed.
"properly daina1ae" occuoti commencing operations at the c. "Hodily injury", ^
ing of or the failure proptoe yyenda iaan" or "personal and advertising injury" arising Y Protessiunal architectural, 9 out of the render_
engineering or surveying services,
including;
(1) The preparing, approving, or failing to prepare or approve ma reports, surveys, field orders, psi shop drawings,
change orders or drawings and g opinions,
(2) Supervisory, I 9 specifications; or
Inspection, architectural or engineering activities.
This exclusion applies ev
en ven if the claims against any Insured allege negligence or other wrongdoing in the supervision, hiring, employment, training
ily
or monitoring of others byadvertising Injury", "property that insured, if the "occ-ur- "persenal a engineering a tisin or surveying , volved the f rendering damage", or the aor the offense which caused the services. °f, or failure to render, any professional
d. "Bodily injury" or "property damage" occurring after; (1) All work, including materials, parts or equipment furnished In connection with such work °n
the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(5) at the location of the covered operations has been completed: or (2) po
That arllon of "your wank"
inter t our of which the injury or damage arises has
been put lo its
use by any person or organization other than another contractor or sub engaged In pep -fanning operations for a
principal as a part of the same project, contractor
e. Any person or organization specifically designalec( as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement sued by us and made a pe ns
policy.
3. With respect to the insurance afforded s to these is- sued
- Limits OF Insurance: additional insureds, the following is added to Section III If coverage provided to the additional Insured
require by a contract or agreement, the most we tivfll
pay on behalf of the additional insured is the amount of d insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
Thls endorsement shall not tncraase the a
ppllcable Limits of Insurance shown in the Declaratlo ns.
N. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED
This provision applies to any person or organization PENSION or endorsement under this policy. who qualffles as an additional Insured under any form Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIO C nfollows:
NS Is amend -
a. The following is added to Paragraph a, Primary insurance:
if an additional insured's policy has an Other Insurance provision have agreed in a written contract or written agreement to provide the additional insured coverage Pnnrary and noncontributory making its policy excess, and you basis, this policy shall be primary 3 Y
the additional insured's policy for damages we cover. p rY and we will not see contribution + from a
CG 88 10 04 13
Liberty Includes copyrighted material of31 Suur Mutual
ancoS rvicus 09 c , Inc., with its permission.
b. The following is added to Paragraph b. Excess Insurance:
Whoa a written contract or written
Whoa or
a agreement, an equipment rental or agreement, a ttho� agreement, meat, or subdivision between you and an additional Insured does
promises lease, facilities rental contract l
primarysubdivision
and etweenUibutor permit issued by aotate or politicalylcal Y. this Insurance is r any th this insurance to Clonal Insured is designated as a Na excess other Insurance for which e p the adds r Named Insured, over
Regardless of the written
over d; agreement between you and an additional insured, any other insurance whether primary, excess, contingent or on any other basis for w additional Insured has been added as an additional Insured me) other this insurance Is excess ADDITIONAL INSUREDS policies- which the
- EXTENDED PROTECTION OF YOUR "
This provision LIMITS OF INSURANCE"
under this or endorsement h s policy.
any person or organization who qualifies as an additional insured applies to
1. The following is added to Condition under any form
2. Duties e In The Event Of Occurrence, Offense, Claim or Suit:
An additional Insured under this endorsement
a. Give written notice of an "occurrence" will as soon as practicable:
this insurance to us; 0r an offense that may result In
b• Tender the defense soil indemnity a claim or "suit" ndor insurance available to the additional insured; and claim or "suit" to all insurers whom C. Agree to also have
g make available any other insurance which the additional Insured has fora loss cover under this Coverage Part.
d, We have no duty to defend or indemnify we
we receive written notice of a "suit" an additional insured under this endorsement unlit
2. The limits of insurance applicable to by the additional insured. or mitten oaf
or the the additional insured are those specified in a written or wlid in Section Itl limits of insurance as stated In the Declarations of this Limits of Insurance contract
defined
of and not in .- Limit to the limits of of this policy, policy are whichever are less. These (traits are
J. WHO IS AN INSURED • INCIDENTAL MEDICAL available under this WHO IS AN INSURED . ERRORS ! MALPRACTICE
policy.
FELLOW EMPLOYEE EXTENSION .
Paragraph 2.a, 1 MANAGEMENT EMPLOYEES
() ❑f Section II - Who Is An Insured is replaced with the fallowing:
(1) "Bodily Injury" or "personal and advertising injury":
(a) To you. to your partners or members (it you are a
you ore a limned rtneilY mnlmrt partnership or numl ur pc-,rforrrrinl duties rotated to Ui conduct or ycurr trusir glary vuniff y to company), to r� co -"employee" while in this course) of his oor herur emplobors y (if workers" while performing duties related to the
(b) To the s conduct of your business; your other "volunteer spouse, child, parent, brother or sister of that ca"
consequence of Paragraph (1) (a) above; ernplo ee
Y or "volunteer worker" as a
(c) For which there Is any obligation to share darns
damages because of the injury described damages with (a)or repay someone also who (d) Arising out of his or her providing in Paragraphs (1) (b) above; or must pay
if you n are not in the business or failing to provide
of providing professional health care services. However, profes-
sional health care personnel J professional health care services or providing vices is not otherwise p excluded thers, or if coverage for providing frofes- apply, by separate endorsement, this provisiorof (Paragraph heath doe Beet
Paragraphs � ( aragraph (d)) does not
(a)
and (b) above do not ap
ply"employee" to "bodily injury" or "persona the em toe action Fl Supervisory capacity for I andcapacity i
"employee's" a � job responsibilities you. Supervisory advertising injury" caused by ens" of yours_ However, assigned by you. includes the direct supervisioan cofEother N"employ-s none of these "employees" are Insureds for "bodily injury" or "personal and CG 88 10 04 13
Includes CO 2013 Liberty Mutual InsurancePyrighted material of Insurance Services Office;, Inc., with its permission.
PagoBrYfg
advertising injury" arising uul of their willful conduct, which is ad ees shodily injury" or "personal air willful
one defined as the purposeful
tion by liquor or controlled s advertising injury", or caused in whole oron part bytltlreir intoxica- 1 Intent tion
substances.
The coverage provided by provision J. Is excess over any other valid and collectable Insur your "employes"
K NEWLY FORMED ance available to
OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3. of Section 0 - Who Is An Insured Is replaced by the following:
3. Any organization
you newly acquire or form and over which you rnr,intein ownership or majority Interest, will quell
ty
organization, as a Named Insured if there Is no other similar insurance available to that However;
a. Coverage under this provision is afforded only until the expiration of the b. Coverage A does not apply y you; policy Period in
acquired or formed the organization; "bodily injury"
and or damage" that occurred before you
c. Coverage 8 does not a
committed ppl to "personal and advertising injury" arising out of an offense before you acquired or formed the organization.
d. Records and descriptions of operations must be maintained by the first Named Insured.
No poison or organization �; an Insured with respect to the conductof d venture or limited liability cis an any that it not sect t as an insured any current or past ions rshlP, joint
under this provision, as a Nauu:rl Insured in the Declarations or L. FAILURE TO DISCLOSE HAZARDS qualifies
AND PRIOR OCCURRENCES
Undo' Section IV - Commercial General LI86fli eontntions: ty Conditions, the following is added to Condition 6. Repre.
Your failure to disclose all hazards or prior "occurrences" g shalt not it prejudice the coverage afforded b existin p y this policy provided such failure to disclose t all o hazardst ieQ prior "occurrences" is not intentional,
M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Under Section IV - Commercial General Liability
In The Event of Occurrence, Offense, Claim Or Sult Conditions, the following is added to Condition 2. Outlets knowledge "occurrence". offense. claim or "suit" b,
9 of an r r.
Insured shall not in itself constitute knowledge of the insured unk:ss an insured listed and
1. of Section H - Who is An Insured or n person who } do agent, .urv;urt or er
"employee" of any
"occurrences",octio, offenses. claims or "suits" has been designated by there to receive roiioritsrfof " yeo", shall have received such notice from the agent, servant el N. LIBERALIZATION CLAUSE
If we revise this Commercial Genera! Liability Extension Endorsement to provide more co additional el premium chary©, your policy will automatically provide the coverage as of the day the effective in premium
state,
coverage without
O. BODILY INJURY REDEFINED revision is
Under Section V - Definitions, Definition 3. Is replaced by the following:
3. "Bodily Injury" means
mental physical injury, sickness or disease sustained by arnyuish, mental injury, shock, fright or death that results from a person. men l disease. This Induces such physical injury, sick -
CG 88 10 04 13
m 2013 Liberty Mutual Insurance
Includes copyrighted material of Insurance Services (Mice, Inc., with its permission.
Policy Number: $KW55748813
a
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EACH LOCATION GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
For all sums which the insured becomes legallySection Coverage obligated to g A - Bodily Injury pay as Liability,
caused "occurrences"
e
penses caused by accidents under Section j And Property Damage Liabtii only to operations at a dingle under
Coverage C Medical Payments,
and for all be medical d
1. A separate owned by or rented to you: mments, which can attributed 'P Location General Aggregate PP
A the e ra eut Each Location
ioneGl q g Limit applies to each "location",
2. The Each Location General Aggregate 9s Limit shown In the Declarations. and That limit Is equal tounder Coverage Limit is the most we will e
9 A, except damages becauscr of "bodily
_? - - the "products -completed A, pay for the sum of
y injury" or "property all damages
teas of the number et operations hazard", and for medical expenses under Coverage nC included in a. Insureds; C regard -
b. Claims made or "sults" brought or
c. Persons or organizations making claims or bringing "suits".
3. Any payments made under Coverage A reduce the Each Location General for damages or under Coverage shall
nhe the General Aggregate ggregate Limit for that "location". Such for medical payments
shall
not reduce oh General Limit shown in the Declarations Such paymenty shall Aggregate Limit for any nor shall Ihey reduce any other
4. The limits shown In the p other "location"
continue lie to a Declarations for Each Occurrence,
apply. However, instead of being Fire Damage and Declarations, such limits will be subject to the applicablet Each Location General Aggregate M aal Expense B. For all sums which the insured the General Aggregate Limit shown in the under Section 1 - becomes legally obligated b Limit.
Coverage A - Bodily Injury And ed to pay as damages caused by all medical ex-
penses caused by accidents under Section I - Property Damage only to operations ac eata single Sect io" Coverage C g Liability, i for all medical ex - 9 Medical Payments, which cannot be attrib-
uted 1• Any payments made under Coverage owned by or rented to you:
shall reduce the amount available 9 A for damages or under Coverage C for medical Operations Aggregate Limit, whichever its applicable; under the General Aggregate Limit or the Products -Completed s
2. Such payments shall not reduce any and
C. When coverage for liability arising Each Location General Aggregate Limit. payments damages because out of the "products -completed completed for operations ca bodily injury" P operations hazard" is the "prod, any reduce the General Aggregate will reduce the Products -Completed Operatdamage" included in " Limit nor the Each Location General Aggregate
i re Products -
99 Aggregate Limit, and not
D. For the purposes of this endorsement, the following 9gfeQate Limit. "Location" means premises Involving definition Is added to Sectio n V - Definitions; interrupted only by a street, mie roadway, I g the same or connecting tots, or premises whose connection is E. The waterway or right-of-way of a railroad.
provisions of Section III - Limits Of Ineurance not otherwise continue to apply as stipulated.
modified by this endorsement shall
CG 88 60 12 08
COMMERCIAL GENERAL LIABILITY
CG 88 60 12 08
Includes copyrighted materiel of ISOProperties, Inc., with Its permission,
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALI FORNIA
We have the right to recover our payments from anyone liable for an injury covered by our right against the person or organization named in the Schedule. you perform work under a written contract that requires you to obtain this agreement fromus policy. We will not enforce
(This agreement applies only to the extent that
work Yoe must maintain payroll records accurately segregating the remuneration of our s ) described in s nhp Schedule.
Y employees while engaged in the
Blanket Waiver
This endorsement changes the policy to which it le attached and le effective on the date Issued unless otherwise (The Information below Is required only when this endorsement is Issued subsequent to preparation Endorsement Effective: 07/24/2020 staled.
Insured: Policy No.: P Perelion of the policy,)
Team One Management WCNCC 312424
Insurance Company: Endorsement No.:
National Casualty Premium $ INCL
Company Countersigned by
m1990 by the Workers' Compensation insurance Rating Bureau of California. All rights reserved.
From the WCIRB's California Worker' Compensation Insurance Forms Manual Z00f.
WC 04 03 06
(Ed. 4.84)
Ac0Ro�' CERTIFICATE OF LIABILITY INSURANCE
ki...../
DATE(MM/DD/YYYY)
09/30/2022
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 po icy, 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
Insurance Solutions
License #0746539
33302 Valle Rd, Suite 200
San Juan Capistrano CA 92675
CONTACT Angela Dancy
NAME:
PHONE (949) 348-7400 FAX (949) 201-4515
No, Eta): (A/C, No):
E-MAIL
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE
NAIC a
INSURER A West American Ins. Co.
44393
INSURED
Team One Management Inc
DBA: Team One Management Services
PO Box 203
Lake Forest CA 92609
INSURER B : California Automobile Insurance Co.
38342
INSURER C : CNA Surety
524126
INSURER D
INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER: 22-23
•
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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
AUUL
INSD
SUBH
WVD
POLICY NUMBER
POLICY EFF
(MM/ODfYYYY)
POLICY EXP
(MM/OD/YYYY)
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
BKW55748813
07/24/2022
07/24/2023
EACH OCCURRENCE
5 1,000,000
CLAIMS -MADE
�/
/�.
OCCUR
DAMAGE TO RENTED
PREMISES (Ea occurrence)
S 500,000
MED EXP (Any one person)
5 10,000
PERSONAL&ADVINJURY
S 1,000,000
GEN'L
AGGREGATE
LIMIT APPLIES
PRO
JECT
X
PER:
LOC
GENERAL AGGREGATE
S 2,000,000
PRODUCTS-COMP/OP AGG
5 2,000,000
5 B
AUTOMOBILE
X
_
-
LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
_
_,
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
BA040000009648
10/03/2022
10/03/2023
COMBINED SINGLE LIMIT
(Ea accident)
s 1,000,000
BODILY INJURY (Per person)
S
BODILY INJURY (Per accident)
S
PROPERTY DAMAGE
(Per accident)
5 5
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
S
AGGREGATE
S
DED
RETENTION S
5 WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y r N
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT
S
E.L. DISEASE - EA EMPLOYEE
5 E.L. DISEASE - POLICY LIMIT
1 5
C
Janitorial Bond including Employee
Dishonesty
69410585
07/24/2022
07/24/2023
Limit:
$100,000
DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respects to liability arising out of activities performed by or on behalf of the Named Insured pursuant to its contract with the City; products and completed operations of the Named Insured; premises owned, occupied or used by the Named Insured; Automobiles owned, leased, hired, or borrow by the Named Insured. This insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributory.
CERTIFICATE HOLDER
City of Placenta Attn: City Administrator
401 E. Chapman
Placentia
1 CA 92870
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
ACORE" CERTIFICATE OF LIABILITY INSURANCE
L-----
DATE(MM/DD/YYYY)
07/22/2022
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 po icy, 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
Capital Providers Insurance
License #0H52316
20750 Ventura Blvd., Ste 305
Woodland Hills CA 91364
CONTACT Meyer Chadorchi
PAHONNE, Eat): (818) 676-0016 FAX jq/c, No): (818) 676-0015 A0D iLss: [email protected]
INSURER(S) AFFORDING COVERAGE
NAIC it
INSURER A: National Casualty Insurance Company
INSURED
Team One Management
27324 Camino Capistrano
209
Laguna Niguel CA 92677
INSURER B :
INSURER C :
INSURER D
INSURER E :
INSURER F :
CERTIFICATE NUMBER: 22-
•
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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
AUUL
INSD
SUBH
WVD
POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
S
CLAIMS -MADE
OCCUR
DAMAGE TO REN LED
PREMISES (Ea occurrence)
5 MED EXP (Any one person)
5 PERSONAL S.ADV INJURY
$
GEN'L
AGGREGATE
LIMIT APPLIES
PRO-
JECT
PER.
LOC
GENERAL AGGREGATE
5 PRODUCTS - COMP/OPAGG
5 5
AUTOMOBILE
LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
_
^
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
COMBINED SINGLE LIMIT
Ea accident)
5 BODILY INJURY (Per person)
S
BODILY INJURY )
(Per accident
S
PROPERTY DAMAGE
(Per accident)
5 S
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
EACH OCCURRENCE
S
AGGREGATE
S
DED
RETENTION S
S
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
WCNCC31242403
07/24/2022
07/24/2023
v
X STATUTE
EORH _
E.L. EACH ACCIDENT
S 1,000,000
E.L. DISEASE - EA EMPLOYEE
S 1,000,000
E.L. DISEASE - POLICY LIMIT
5 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORO 101, Additional Remarks Schedule, may be attached it more space is required) City of Placentia, its elected and appointed boards, officials, agents, employees, and voluteers are named as addtional insured City of Placentia
401 E. Chapman
Placentia
CA 92870
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT —CALIFORNIA 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.
Blanket Waiver
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 07/24/2022
Insured:
Team One Management
Insurance Company:
National Casualty Company
Policy No.: WCNCC 312424 Endorsement No.:
Premium $ INCL
Countersigned by
©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.
From the WCIRB's California Workers' Compensation Insurance Forms Manual ©2001.
COMMERCIAL GENERAL LIABILITY
CG 88 60 12 08
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EACH LOCATION GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which can be attributed only to operations at a single "location" owned by or rented to you:
1. A separate Each Location General Aggregate Limit applies to each "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations.
2. The Each Location General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard", and for medical expenses under Coverage C regard- less of the number of:
a.
b.
c.
Insureds;
Claims made or "suits" brought; or
Persons or organizations making claims or bringing "suits".
3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location General Aggregate Limit for that "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Each Location General Aggregate Limit for any other "location".
4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Each Location General Aggregate Limit.
B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Section I - Coverage A - Bodily Injury And Property Damage Liability, and for all medical ex- penses caused by accidents under Section I - Coverage C Medical Payments, which cannot be attrib- uted only to operations at a single "location" owned by or rented to you:
1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and
2. Such payments shall not reduce any Each Location General Aggregate Limit.
C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Each Location General Aggregate Limit.
D. For the purposes of this endorsement, the following definition is added to Sectio n V - Definitions:
"Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.
E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated.
CG 88 60 12 08
Includes copyrighted material of ISO Properties, Inc., with its permission. Page 1 of 1
Policy Number. BKW55748813
COMMERCIAL GENERAL LIABILITY
CG 88 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL GENERAL LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
INDEX
SUBJECT
NON -OWNED AIRCRAFT
NON -OWNED WATERCRAFT
PROPERTY DAMAGE LIABILITY - ELEVATORS
EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage)
MEDICAL PAYMENTS EXTENSION
EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B
ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE"
WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN
INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES
NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
LIBERALIZATION CLAUSE
BODILY INJURY REDEFINED
EXTENDED PROPERTY DAMAGE
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -
WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU
PAGE
2 2
2 2
3 3
3 5
6 6
7 7
7 7
7 8
8 CG 88 10 04 13
© 2013 Liberty Mutual Insurance
Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8
With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement.
A. NON -OWNED AIRCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided:
1. It is not owned by any insured;
2. It is hired, chartered or loaned with a trained paid crew;
3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and
4. It is not being used to carry persons or property for a charge.
However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision.
B. NON -OWNED WATERCRAFT
Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following:
This exclusion does not apply to:
(2) A watercraft you do not own that is:
(a) Less than 52 feet long; and
(b) Not being used to carry persons or property for a charge.
C. PROPERTY DAMAGE LIABILITY - ELEVATORS
1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations.
2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance:
The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis.
D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part.
1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability:
a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing:
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to:
(i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days.
Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance.
CG 88 10 04 13
© 2013 Liberty Mutual Insurance
Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8
b. The last paragraph of subsection 2. Exclusions is replaced by the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.
2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following:
6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to:
a. Any one premise:
(1) While rented to you; or
(2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or
b. Contents that you rent or lease as part of a premises rental or lease agreement.
3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following:
9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract".
E. MEDICAL PAYMENTS EXTENSION
If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows:
Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following:
(b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1, Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following:
b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds.
2. Paragraph 1.d. is replaced by the following:
d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work.
G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT
1. Paragraph 2. under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by:
a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or
CG 88 10 04 13
© 2013 Liberty Mutual Insurance
Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8
b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or
d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions:
(1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard".
Insurance applies to premises you own, rent, or control but only with respect to the following hazards:
(3)
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or
(b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance.
However:
1. The insurance afforded to such additional insured only applies to the extent permitted by law; and
2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.
With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when:
(1)
All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when theft written contract or written agreement with you for such premises or facilities ends.
With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor.
The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage".
We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions.
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2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2.
Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability:
This insurance does not apply to:
a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including:
(1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities.
This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services.
d. "Bodily injury" or "property damage" occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy.
3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the contract or agreement; or
b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declaratio ns.
H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows:
a. The following is added to Paragraph a. Primary Insurance:
If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover.
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b. The following is added to Paragraph b. Excess Insurance:
When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured.
Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies.
I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy.
1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit:
An additional insured under this endorsement will as soon as practicable:
a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us;
b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and
c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part.
d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured.
2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy.
J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE
WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following:
(1) "Bodily injury" or "personal and advertising injury":
(a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above;
For which there is any obligation to share damages with or repay someone else who must pay damages because of the'injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply.
Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and (c)
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advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances.
The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee".
K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES
Paragraph 3. of Section II - Who Is An Insured is replaced by the following:
3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However:
a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you;
b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and
c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured.
No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision.
L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations:
Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional.
M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit:
Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph
1. of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee".
N. LIBERALIZATION CLAUSE
If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state.
O. BODILY INJURY REDEFINED
Under Section V - Definitions, Definition 3. is replaced by the following:
3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease.
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P. EXTENDED PROPERTY DAMAGE
Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured.
This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.
Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A
CONTRACT OR AGREEMENT WITH YOU
Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us:
We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided:
1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and
2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment.
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Policy Number: BA040000009648
Insured: Team One Management, Inc.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Business Auto Broadening Endorsement
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II . EMPLOYEES AS INSUREDS
III. AUTOMATIC ADDITIONAL INSURED
IV. EMPLOYEE HIRED AUTO LIABILITY
V. SUPPLEMENTARY PAYMENTS
VI. FELLOW EMPLOYEE COVERAGE
VII. ADDITIONAL TRANSPORTATION EXPENSE
VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
X. LOAN/LEASE GAP COVERAGE
XI. GLASS REPAIR - DEDUCTIBLE WAIVER
XII. TWO OR MORE DEDUCTIBLES
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO - COVERAGE TERRITORY
XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH MCA85100817-CA
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BUSINESS AUTO COVERAGE FORM
NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity.
Coverage under this provision is afforded only until the end of the policy period.
Coverage does not apply to an "accident" which occurred before you acquired or formed the organization.
II. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
e. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs.
III. AUTOMATIC ADDITIONAL INSURED
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section I I.
IV. EMPLOYEE HIRED AUTO LIABILITY
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
g. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business.
V. SUPPLEMENTARY PAYMENTS
SECTION II — LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds.
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.
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VI. FELLOW EMPLOYEE COVERAGE:
SECTION II — LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance.
VII. ADDITIONAL TRANSPORTATION EXPENSE
SECTION I I I - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following:
We will pay up to $50 per day to a maximum of $1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location.
VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added:
c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the following limit:
(1) The most we will pay for "loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less
(2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to "loss" caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance.
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following:
This exclusion does not apply to the accidental discharge of an airbag.
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X. LOAN/LEASE GAP COVERAGE
SECTION I II - PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added:
4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less:
a. The amount paid under the Physical Damage Coverage Section of the policy; and
b. Any:
(1) Overdue lease/loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage.
(3) Security deposits not returned by the lessor;
(4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases.
The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss.
XI. GLASS REPAIR — DEDUCTIBLE WAIVER
SECTION I I I - PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:
No deductible applies to glass damage if the glass is repaired rather than replaced.
XII. TWO OR MORE DEDUCTIBLES
SECTION I I I -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:
If two or more "company" policies or coverage forms apply to the same accident:
1. If the applicable Business Auto deductible is the smallest, it will be waived; or
2. If the applicable Business Auto deductible is not the smallest, it will be reduced by the amount of the smallest deductible; or
3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived.
For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies.
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation.
MCA85100817-CA
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XIV. WAIVER OF SUBROGATION
SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following:
5. Transfer Of Rights Of Recovery Against Others To Us
We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added:
Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery.
This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal.
XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
1. Any covered "auto" you lease, hire, rent or borrow; and
2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business.
However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary:
e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.
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XVIII. HIRED AUTO - COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following:
e. Anywhere in the world if:
(1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 3O days or less; and
(2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to.
XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V— DEFINITIONS, C. "Bodily Injury" is amended by adding the following:
"Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease.
MCA85100817-CA
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TO:
VIA:
FROM:
DATE:
Placentia City Council
CITY COUNCIL
CITY ADMINISTRATOR
ACTING DIRECTOR OF PUBLIC WORKS
JULY 16, 2024
AGENDA REPORT
SUBJECT: AGREEMENT WITH BRIGHTLY SOFTWARE, INC. FOR ASSET
MANAGEMENT SOFTWARE SYSTEM
FISCAL
IMPACT: EXPENSE: FISCAL YEAR 2024-25 - $61,234.16
BUDGET: $ 61,234.16 Technology Fund (750000-6366)
SUMMARY:
On November 21, 2023, the City Council approved the purchase of Brightly Asset Essentials software, an asset management and work order system. The software allows the City to have a computerized inventory of City assets as well as a schedule of preventative maintenance work orders. Staff recommends the purchase of a one-year subscription to the software for continued use.
RECOMMENDATION
It is recommended that the City Council take the following actions:
1. Approve a Purchase Order with Brightly Software, Inc. for the Fiscal Year 2024-25 subscription in the amount of $61,234.16; and
2. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.
DISCUSSION:
Pursuant to City Council policy direction, Staff was tasked with creating a Citywide asset management program, asset inventory and a preventative maintenance program. After a public solicitation, proposals were reviewed by a selection committee which recommended a consultant to conduct a facility condition assessment and the software to be used as an asset management repository. On November 21, 2023, the City Council approved a purchase order with Brightly Software, Inc., for Asset Essentials implementation services and training as well as a prorated subscription for the months of January — June 2024.
1.f.
July 16, 2024
City Council Agenda
July 16, 2024
The City does not currently maintain any maintenance records, history, or a regularly scheduled preventative maintenance program for its assets. Continued access to the Asset Essentials software is needed to allow the City to effectively address preventative maintenance needs and record maintenance activities via work orders.
The Public Works Department currently relies upon service requests submitted through iPlacentia/GoGov, which is designed as a communication tool to manage resident requests but does not sufficiently capture costs or time associated with the requests. The transition to Asset Essentials provides a more robust tool to record maintenance, issue preventative maintenance work orders, streamline workflows, and document labor hours and costs related to this work.
Implementation of Asset Essentials is ongoing, with an anticipated launch in FaII 2024. iPlacentia/GoGov is currently creating the interface which will allow it to integrate with other software systems. This will allow the City to continue to utilize iPlacentia/GoGov for resident - facing communications while passing the service requests through to Asset Essentials. The integration of the two systems needs to be completed before rolling out the Asset Essentials work order system. The initial launch date for the iPlacentia/GoGov integration feature was June 2024, but it has been delayed to September 2024.
A continued software subscription to Asset Essentials will be needed for access to the software features. Staff recommends the City Council authorize one additional year of subscription to Asset Essentials through the Sourcewell Cooperative Contract for continued access to the asset inventory and work order system through Fiscal Year 2024-2025, for a total cost of $61,234.16. Pursuant to the City's purchasing policy, the City can piggyback off existing competitively bid contracts such as Sourcewell's contact with Brightly for the subscription purchase of public sector software. Future year subscription costs will be brought back to the City Council for review and approval.
FISCAL IMPACT:
The cost of the agreement through Fiscal Year 2024-2025 is $61,234.16. Funding is included in the Fiscal Year 2024-25 Budget Account 0075-6366. Future funding will be requested in future fiscal years' budgets.
Prepared by:
Samantha Byfield
Public Works Manager
Reviewed and approve
J
'mpman
f Finance
City Council Agenda
July 16, 2024
Reviewed and approved: Reviewed and approved.
ctIrmk-(fo_f3 -�
Chris Tanio
Acting Director of Public Works
Attachment:
Brightly, Inc. Software Agreement
Damien R. Arrula
City Administrator
City of Placentia
Purchase Requisition
Vendor Name: BRIGHTLYSOFTWAREINC
Address:
Description:
Vendor No. V012251
This is a PO Request for the approved purchase of Asset Essentials from Brightly Software, Inc.
Department Public Works
Prepared By:
Date Prepared:
Elsa Robinson
November 28, 2023
Federally Funded: No
SECTION I — VENDOR SELECTION - Purchases of Supplies, Materials, Equipment, Vehicles and Non -Professional Services are generally awarded to the lowest responsive and responsible bidder. Procurement of Professional Services Under $40,000 can be performed by negotiated contract and/or purchase order. Professional Services equal to or greater than $40,000 are generally retained considering technical factors (such as qualifications and experience), price and other factors such as the ability to meet the City's time schedule(s) for the project. Vendor selection for this purchase is based on (check what applies):
Price ❑
Other Factors (Please describe)
❑
Sole Source (Non -Competitive Procurement)
Contract/Amendment: ❑
On November 21, 2023, the City Council approved a Purchase Order with Brightly Software, Inc., formerly known as Dude Solutions, Inc. ("DS/'), pursuant to Sourcewell procurement contract #090320-SDl for the purchase of the Brightly Asset Essentials Module' for $35,774.53.
SECTION II - PRICE ANALYSIS - Price or rate quotations must be obtained from an adequate number of qualified sources. Please obtain a minimum of three quotes. Attach copies of the quote(s) and complete the following table.
Desired Supplier: BRIGHTLY SOFTWARE INC
Alternate Supplier:
Alternate Supplier (optional):
SECTION III — LINE -ITEM DETAIL
Price:
Price:
Price:
$35,774.53
Item
Qty
Unit
Description
Account No.
Unit Price
Extended Price
1 ; _. :
$
9,680.91
2 $
26,093.62
3 $
_
4 $
-
5 $
_
6 $
-
Additional Details needed on PO:
Subtotal
$
35,774.53
Shipping/ Freight
Sales Tax (8.75%)
*The PO number is required on all invoices to insure prompt payment processing.
TOTAL
$
35,774.53
(Contract) Attachments (attach copies of the following):
Li Fully Executed contract
❑ Amendment (if applicable)
❑ Insurance Documents
Quote/Proposal (if applicaple)
Q Extra documents that pertains to the Procurement (if applicable) Expires:
Expires:
Expires:
Approved By:
Department tw,(ett're2
Finance y-
-�-r-•-
CityAdministrator nar...—
ATTACHMENT
ASSET ESSENTIALS SOFTWARE PROPOSAL
PREPARED FOR
City Of Placentia ("Subscriber")
401 E Chapman Ave
Placentia, CA 92870
PREPARED BY
Brightly Software Inc ("Company")
11000 Regency Parkway, Suite 300
Cary, NC 27518
Dude Solutions is now Brightly. Same world -class software, new look and feel.
Meet Brightly at brightlysoftware.com
PUBLISHED ON
October 10, 2023
1 Q-382920
Sourcewell/NJPA purchasing contract
https://www . sourcewell-mn.gov/cooperative-purchasinq/090320-sdi#tab-contract- documents ( https://www . source well-mn.gov/cooperative-purchasing/090320-sdi#tab- contract-documents).
• Contract #090320 -SDI
Subscription Term: 18 months (01/01/2024 - 06/30/2025)
Cloud Services
Item
Asset Essentials
Enterprise
- Asset Essentials
Inventory
- Facilities/Physical
Plant Module
- Streets/Signs/
Sidewalks Module
- Storm Water
Module
- Water
Distribution and
Waste Water
Collection Module
- Sanitation
Module
- Parks,
Recreation and
Forestry Module
- Fleet Module
- Dude Analytics
Start Date
1/1/2024
1/1/2024
1/1/2024
1/1/2024
1/1/2024
End Date
6/30/2024
6/30/2024
6/30/2024
6/30/2024
6/30/2024
1/1/2024 6/30/2024
1/1/2024 6/30/2024
1/1/2024 6/30/2024
1/1/2024 6/30/2024
1/1/2024 6/30/2024
Pricing Based
On
51,789.00
Population
Investment
25,816.69 USD
Included
Included
Included
Included
Included
Included
Included
Included
Included
2 Cloud Services
Item
- AE Safety
- GIS Asset
Management
- Predictor
Facilities/Physical
Plant
Capital Predictor
Enterprise
Asset Essentials
Enterprise -
Connector Toolkit
4.0 Month(s) included at no additional cost on the first term 01/01/ 2024 - 04/30/2024
Start Date End Date
1/1/2024 6/30/2024
1/1/2024 6/30/2024
1/1/2024 6/30/2024
Pricing Based
On
1/1/2024 6/30/2024 109,847.00 Sq.
Ft.
1/1/2024 6/30/2024 4.00 Users
Investment
Included
Included
Included
2,389.75 USD
677.60 USD
-19,203.13 USD
Subtotai: 9,680.91 USD
Professional Services
Item
Asset Essentials Enterprise
Implementation with
Consulting
Enterprise Project
Management
Capital Predictor Enterprise
Implementation
Asset Essentials Connector
Toolkit Training
Pricing Based On
51,789.00 Population
One -Time
One -Time
1.00 Day(s)
Investment
7,449.52 USD
7,821.60 USD
10,224.00 USD
598.50 USD
Subtotal: 26,093.62 USD
3 Total Initial Investment
35,774.53 USD
4 Cloud Services
Item
Asset Essentials Enterprise
- Asset Essentials Inventory
- Facilities/Physical Plant Module
- Streets/Signs/Sidewalks Module
- Storm Water Module
- Water Distribution and Waste Water
Collection Module
- Sanitation Module
- Parks, Recreation and Forestry Module
- Fleet Module
- Dude Analytics
- AE Safety
- GIS Asset Management
- Predictor Facilities/Physical Plant
Capital Predictor Enterprise
Asset Essentials Enterprise - Connector Toolkit
Total:
Investment Year 2 Start Date: 07/01/
2024
54,731.38 USD
Included
Included
Included
Included
included
Included
Included
Included
Included
Included
Included
Included
5,066.27 USD
1,436.51 USD
61,234.16 USD
Asset Essentials Implementation with
Consulting
GIS Rider Statement of Work
5 Summary:
Company will provide specified professional consulting services to Subscriber to implement Asset Essentials, an on-line Computerized Maintenance Management System - Geographic Information System (GIS) functionality.
These professional services include meeting with key stakeholders to ensure the set-up and configuration of the system will meet the client's operational needs; location and category hierarchies are configured appropriately; workflows meet the needs of the business; available data is cleaned, aligned and imported; and end users are trained and ready for go -live.
In Scope: The Deliverables below will be considered in scope of this SOW
1. Asset Essentials GIS Implementation
2. Asset Essentials GIS Training
Deliverables:
• Project initiation and discovery
• Available GIS data loaded
• GIS configuration
• User acceptance testing (UAT)
• End User training for Administrator and Full User roles Acceptance Process:
As each deliverable is completed, the Project Coordinator will confirm with the Subscriber and document acceptance in the Project Community Portal.
• Project initiation and discovery
• Kickoff call complete.
• Discovery call complete
Data, configuration, and training requirements documented, • Available Data Loaded
• Available GIS data is loaded in AE to meet documented data requirements. • Account Configuration
• GIS features have been setup and configured to meet documented configuration requirements.
User Acceptance Testing
• Consultant -led end -to -end walkthrough and client UAT has demonstrated functionality satisfying configuration requirements.
• End User Training
• Administrator and Full User roles have been received training on their role.
Assumptions:
6 co
Subscriber Assumptions:
• There will be a single point of contact/project manager for the duration of the project. • IT department is responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses. • The appropriate resources will be available for all scheduled activities. Canceling or rescheduling consulting activities within 2 weeks of the scheduled activity may result in a rescheduling fee being assessed.
• For on -site activities, Subscriber will provide a dedicated space with adequate technology, including but not limited to monitor/projector, computers, mobile devices, quality phone and internet connections. • Will provide relevant data to be loaded in a timely manner and in Excel or CSV format. Each record type will be provided in one file with one sheet with column headings and one record with corresponding attributes per row.
• If unable to provide data in an acceptable format for import, Consultant will guide Subscriber on how to manually create records.
• Subscriber has up to five business days to confirm deliverable acceptance. No response will be interpreted as acceptance.
Company Assumptions:
• Consultant will not access any 3rd party systems for the purpose of exporting data. • For on -site activities, Company will bill Subscriber for actual travel and associated expenses incurred, • Any services not explicitly included in this SOW are assumed to be out of scope.
Project Schedule:
• Kick-off Call with Project Coordinator
• Confirm software and services purchased
• Identify key stakeholders
• Assign resources
• Schedule key milestone dates, including anticipated projected completion date • Access to Company's on-line Learning Management System • Access to an interactive project plan
Discovery with Consultant
• Interview key stakeholders to understand specific maintenance & operations objectives • Overview of AE with key stakeholders, including data import requirements • Determine optimal GIS configuration to meet objectives and drive KPIs • Document data, configuration, and training requirements • Schedule required consulting activities and confirm projected completion date • Data loaded by Consultant
• Review, cleanse, and load available GIS data
• Account configuration by Consultant
• Work Order creation from Map
• Citizen Portal
7 • Mobile Profiles
• Configure GIS Map settings
• Configure GIS Layer configuration
• Asset syncing
• User Acceptance Testing
• Configuration demo to walk through the end -to -end workflow from request to completion • Demonstrate key functionality meets configuration requirements • Consultant conducts End User Training for Administrator and Full User roles • End -to -end walkthrough for their role
• Desktop and mobile training
Project Close
Change Management:
Subscriber may request that the Company add services not in the specifications by submitting a written proposed change order to the Company, Submitted change requests will be reviewed for approval. Approved change orders will become part of the applicable SOW when executed by both Parties, and the services described therein will become part of the services.
Invoicing:
At the conclusion of Go Live Support, the main consulting milestone will be completed to trigger billing for the full consulting service.
Asset Essentials Implementation with
Consulting Statement of Work
Summary:
Company will provide specified professional consulting services to Subscriber to implement Asset Essentials (AE), an on-line Computerized Maintenance Management System. These professional services include meeting with key stakeholders to ensure the set-up and configuration of the system will meet the client's operational needs; location and category hierarchies are configured appropriately; workflows meet the needs of the business; available data is cleaned, aligned and imported; and end users are trained and ready for go -live.
In Scope: The Deliverables below will be considered in scope of this SOW:
1. Asset Essentials Implementation with Consulting
2. Asset Essentials Training
3. Post Consulting Go -Live Support
Deliverables:
• Project initiation and discovery
• Available location, asset, user, PM schedule Data Loaded • Account configuration
• User acceptance testing (UAT)
• End User training for Administrator and Full User roles • Go -Live support
Acceptance Process:
As each deliverable is completed, the Project Coordinator will confirm with the Subscriber and document acceptance in the Project Community Portal.
Project initiation and discovery
• Kickoff call complete
• Discovery call complete
• Data, configuration, and training requirements documented Available data loaded
• Available location, asset, user, PM schedule data is loaded in AE to meet documented data requirements.
Account Configuration
• Account has been setup and configured to meet documented configuration requirements.
User Acceptance Testing
• Consultant -led end -to -end walkthrough and client UAT has demonstrated to Subscriber functionality meets configuration requirements.
End User Training
• Administrator and Full User roles have received training on their role.
Go -Live Support
• 30 -clay Go -Live Support period has been concluded.
Assumptions:
Subscriber Assumptions:
• There will be a single point of contact/project manager for the duration of the project. • IT department is responsible for ensuring access to mobile devices, Internet connections, email access, and web link access to the software such as white listing IP addresses. • The appropriate resources vvill be available for all scheduled activities. Canceling or rescheduling consulting activities within 2 weeks of the scheduled activity may result in a rescheduling fee being assessed.
• For onsite activities, Subscriber will provide a dedicated space with adequate technology, including but 9 not limited to monitor/projector, computers, mobile devices, quality phone and Internet connections. • Will provide relevant data to be loaded in a timely manner and in Excel or CSV format. Each record type will be provided in one file with one sheet with column headings and one record with corresponding attributes per row.
• If Subscriber is unable to provide data in an acceptable format for import, Consultant will guide Subscriber on how to manually create records.
• Subscriber has up to (5) business days to confirm deliverable acceptance. No response will be interpreted as acceptance.
Company Assumptions:
• Consultant will not access any 3rd party systems for the purpose of exporting data. • Once End User Training has been completed, 30 -day Go -Live Support period begins, consisting of up to 4 weekly 30 -minute check -ins with the Implementation Specialist. If client does not attend a scheduled check -in, it will be assumed no assistance was needed. • For on -site activities, Company will bill Subscriber for actual travel and associated expenses incurred. • Any services not explicitly included in this SOW are assumed to be out of scope.
Project schedule and approach:
Kick-off Call with Project Coordinator
• Confirm software and services purchased
• Identify key stakeholders
• Assign resources
• Schedule key milestone dates, including anticipated project completion date • Access to Company's on-line Learning Management System • Access to an interactive project plan
Discovery with Consultant
• Interview key stakeholders to understand specific maintenance & operations objectives • Overview of AE with key stakeholders, including data import requirements • Determine optimal AE configuration to meet objectives and drive KPIs • Document data and configuration requirements
• Schedule required consulting activities and confirm projected completion date Data loaded by Consultant
• Review, cleanse, and load available user, location, asset, and scheduled PM data Account configuration by Consultant
• Populate key drop -down menus
• Review/modify request and work order templates
• Configure workflow for request/approval/assignment of work orders User Acceptance Testing
• Configuration demo to walk through the end -to -end workflow from request to completion • Demonstrate key functionality meets configuration requirements 10 Consultant conducts End User Training for Administrator and Full User roles • End -to -end walkthrough for their role
• Desktop and mobile training
Go -Live Support
• Company provides (4) weekly check -in calls with Implementation Specialist and Subscriber • Company Implementation specialist addresses any issues identified. Where issues require product support, Implementation Specialist will submit to Company Support Implementation Specialist adjusts configurations as needed prior to project close Project Close
Sample Project Timeline (project timelines may vary):
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W+kI
Week2
WeekS W.ek4
W..k5
W.ek• Week?
Woke
W..k• Week t•
W-
� �_ V:•c•s3
Project Kick Off Call
LMS (Learning Management
System) Review and CAA
Discovery Call
Data Review
Data Loading
Account Configuration
UAT (User Acceptance Testing)
User Training
Post -Consulting Call
OLS (Oo Lire Support)
Project Close
Change Management:
Subscriber may request that the Company add services not in the specifications by submitting a written proposed change order to the Company. Submitted change requests will be reviewed for approval. Approved change orders will become part of the applicable SOW when executed by both Parties, and the services described therein will become part of the services.
Invoicing:
At the conclusion of Go Live Support, the main consulting milestone will be completed to trigger billing for the full consulting service.
11 Asset Essentials Connector Tool
Summary:
Company will provide specified professional consulting services to Subscriber to implement the Asset Essentials Connector Tool. The Connector Tool is an on -premises tool for exporting data from Asset Essentials into a folder or importing data from a folder in CSV (comma -separated value) file format. These professional services include meeting with a key Subscriber stakeholder to review data flow requirements, review field mapping for CSV file import, map Assets Essentials data fields to CSV file for export and train the Subscriber on all Connector Tool functionality.
Overview diagram (does not represent what is being delivered):
In Scope: The below will be considered in scope of this SOW:
1. Asset Essentials Connector Tool implementation
2. Asset Essentials Connector Tool training
Deliverables:
• Project initiation and discovery (discuss data flow requirements) • System requirements and direction on where to download the Connector Tool provided • Testing connectivity between Asset Essentials and the Connector Tool • Training provided on: Asset Essentials available tables; field mapping, filtering, scheduling within the Connector Tool; CSV file import/export requirements based on data flow requirements • Recommend changes needed to CSV file
12 • Demonstrate an export using the Connector Tool and import assuming the Subscriber is able to provide a compatible CSV file
Acceptance Process:
As each deliverable is completed, the Company Project Coordinator or Consultant will confirm with the Subscriber and document acceptance in the Project Community Portal. • Project initiation and discovery completed
• Subscriber has downloaded and deployed the Connector Tool • Company has trained Subscriber on the Connector Tool
Assumptions:
Subscriber Assumptions:
• There will be a single point of contact/project manager for the duration of the project. • IT department is responsible for ensuring access to mobile devices, internet connections, email access, and web link access to the software such as white listing IP addresses. • The appropriate resources will be available for all scheduled activities. Canceling or rescheduling consulting activities within 2 weeks of the scheduled activity may result in a rescheduling fee being assessed.
• For onsite activities, Subscriber will provide a dedicated space with adequate technology, including but not limited to monitor/projector, computers, mobile devices, quality phone and internet connections. • Will provide relevant data to be loaded in a timely manner and in CSV format. Each record type will be provided in one file with one sheet with column headings and one record with corresponding attributes per row.
• -If unable to provide data in an acceptable format for import, Consultant will guide Subscriber on how to manually create records.
• If importing data applies, import data file must be provided by Subscriber with required Asset Essentials fields.
• If exporting data applies, Subscriber is responsible for supplying mapping, creating a script (if applicable) to monitor the output location, and importing of the data file into any Subscriber systems. • Responsible for providing an always on Windows environment to support the Connector Tool. • Responsible for creating a Windows folder or SFTP site.
Company Assumptions:
• For on -site activities, Company will bill Subscriber for actual travel and associated expenses incurred. • Any services not explicitly included in this SOW are assumed to be out of scope. • Subscriber has up to (5) business days to confirm deliverable acceptance. No response will be 13 interpreted as acceptance.
Company will not access or is not responsible for exporting or importing data out of Subscriber system(s) or creating any scripts to automate the process or transforming/modifying any CSV import files into the Connector Tool.
Any API needs will be considered out of scope of this service.
Project Schedule:
From project initiation to demonstration, this service will take no longer than 8 hours to complete.
Change Management:
Subscriber may request that the Company add services not in the specifications by submitting a written proposed change order to the Company. Submitted change requests will be reviewed for approval. Approved change orders will become part of the applicable SOW when executed by both Parties, and the services described therein will become part of the services.
Invoicing:
Once all deliverables have been completed, this service will be billed at 100%.
Special Terms for Asset Essentials:
Asset Essentials pricing is based on a maximum storage limit of 20008 of data. Data storage that exceeds 200GB may subject to an additional fee of $200 per year per additional 200GB of storage. 14 Enterprise Project Management
Summary:
Company will provide professional services to Subscriber. These professional services include:
Project Management services. Our Project Manager will act as an extension of the Subscriber's team and ensure seamless implementation from start to finish. The Subscriber will have access to a personalized timeline which will be reviewed on a regular cadence. The Project Manager will partner with the Subscriber to coordinate all services, ensure the project stays on track, and help identify risks and/or issues.
In Scope: The items below will be considered in scope of this SOW:
Initiating
• Project set-up
• Draft timeline
• Resource planning
• Identify project dependencies
Planning
• Kick-off call with Company Project Manager
• Discussion of risks, barriers, or roadblocks that your organization experienced with previous software implementations
Timeline planning incorporating Business deadlines
Executing
• Coordinating necessary project meetings
• Regular (up to weekly) project status meetings to review tasks, timelines, issues and preview any upcoming action items or next steps.
• Up to monthly project oversight meetings of reactive workflow with buyer -level decision makers to ensure the project progress is communicated if requested by Subscriber point of contact. • Reply to Subscriber communications within two (2) business days.
Controlling
• Access to view Risk & Issue Log
• Risk Management and mitigation assistance
• Closing
• Define Post Launch Support points of contact
• Facilitate product enablement support
Deliverables:
1. Company Project Manager lead kick-off call
2. Custom timeline with critical path development and management
3. Project goal setting
15 4. Regular (up to weekly) Subscriber / Project Manager status calls
5. Risk and issue tracking with mitigation assistance
6. Change Management
• A recommended structured approach for transitioning Subscriber's individuals, groups, and organizations from a current state to a future state with intended business benefits. • Change management process as it applies to the SOW, will be discussed on Company kick-off call.
7. Subscriber sponsor status meetings (up to monthly) if requested by Subscriber point of contact
8. Unlimited access to Help Site and Company Academy during and after implementation
9. Define Post Launch Support points of contact
Acceptance Process:
• Project will be assumed completed once all deliverables in the contract have been met. • Sign -off will be required for the project plan and each milestone. The Subscriber has five (5) business days to approve the project plan and a completed milestone. No response will be interpreted as acceptance.
Assumptions:
• Configuration and data options may vary based on the services and products that were purchased. • The Subscriber will schedule time for the appropriate resources to be available for all scheduled activities.
• The success of this process is dependent on the attendance and full engagement of the key stakeholders.
• The Subscriber will ensure adequate technology for a successful implementation, including but not limited to ability to run and attend virtual meetings, monitor/projector, computers/tablets, quality phone connection, and wireless Internet access when and where applicable. • Failure to sign off on project milestones will result in delays and/or additional costs may be incurred. • Incidental travel -related expenses will be invoiced to Subscriber at cost for on -site services. • Once the timeline is approved by the Subscriber, any changes will be documented and if the level of effort changes, it may be subject to a change order.
• Project team members will reply to written communication within two (2) business days. • This SOW is the primary SOW to deliver any subsequent services with related SOWs. Where subsequent services have similar or conflicting deliverables, this SOW will take precedence. • Additional data provided after agreed upon due dates in the project timeline may result in a change order.
• Rescheduling or cancellation of the service within two (2) weeks of the scheduled delivery date will result in a rescheduling fee.
• Deviations from these assumptions may impact Company's ability to successfully complete the project.
Any changes in scope, schedule, or costs will be documented by the Project Manager, whether there is a cost impact or not.
16 Project Schedule:
The schedule will be defined by the other professional services provided in this contract.
Rates / Price:
The price for this service has been determined in accordance with the other SOWs included in this contract. If additional services are required that are not included in the scope, pricing will be determined via a change order.
Invoicing:
Invoicing will occur per the agreed upon terms in this contract. 17 Predictor Enterprise Implementation and
Training - Statement of Work
Purpose
The purpose of the Predictor Enterprise Implementation and Training Services, as scoped herein, is to deliver the model development, training, and support required to realize the value that a Predictor Enterprise subscription has to offer for building asset lifecycle models in support of the Client's infrastructure investment planning processes. To facilitate this outcome, a Brightly's (Company) Selected Consultant (Consultant) will conduct workshops with Client staff members (workshop participants) focused on developing a first -generation lifecycle model* using the Client's data.
Through the workshop experience, follow-up meetings, and post -implementation support, Client staff will be provided the opportunity to learn the essentials of building asset lifecycle models with Predictor Enterprise.
With this background and understanding, Client staff will be able to assume ownership of the first -generation lifecycle models and continue to build out "what -if" scenarios after training is complete with support from the Company Selected Consultant.
Value
By partnering with Brightly, you are provided expert guidance in the best practice configuration and usage of Predictor Enterprise. In summary, the scope of the proposed Predictor Enterprise Implementation and Training Services includes:
• Workshop training sessions led by the Consultant focused on building lifecycle model(s) for the asset class(es) identified in this SOW and using the Client's data; • Client data loaded into the lifecycle model(s) in Predictor using the asset class(es) identified in this SOW and using the Client's data and input;
• One (1) month of online support provided directly by the Consultant. This service is designed to provide Client staff with assistance in matters related to reporting; troubleshooting, and refining the previously delivered lifecycle model(s);
• Support and guidance for installing Predictor Enterprise on the Windows operating system; • Guidance on how to structure data for effective lifecycle modeling; *A "first -generation lifecycle model" is a fully functional Predictor Enterprise lifecycle model that can be used to present reports and explore the functional aspects of Predictor Enterprise software.
However, the term 'first -generation' is used to qualify that the model may not yet be mature or accurate enough for actual decision- making purposes. Also note that a single model applies to a single asset class. For example, a model built for pavement would not include information about signage or street markings.
Per this scope of services, a first -generation lifecycle model will be developed for the asset class identified below (select one):
18 Methodology and Approach
Task 1: Pre -Workshop Kick -Off Meeting and Preparation Consultant will work with the Client's designated Project Manager to facilitate a Kick -Off Meeting and prepare themselves and the Client's project team for data gathering and the upcoming workshop activities.
Sub -Task 1.1: Kick -Off Meeting
[Remote Task: up to 2 hours duration]
The purpose of the Kick -Off Meeting is to:
1. Review project goals and objectives;
2. Review data requirements;
3. Review available data sources and decision support criteria;
4. Schedule the workshop;
5. Determine an appropriate time for client staff to install Predictor Enterprise on Client computers;
6. Address any scope, logistical, or scheduling questions.
Sub -Task 1.2: Pre -Workshop Preparation
[Remote Task: duration is as needed, not to exceed 16 hours] Project preparation tasks during this phase of the project will include:
1. Consultant will review relevant information provided by the Client, including data sources (such as GIS), decision support processes, plans, assessment reports, and other information that will be beneficial to the project outcomes. Consultant will advise Client of any schema or data changes required for a successful model. Consultant may make assumptions or calculate additional fields so the model may proceed to be built in a timely manner if required changes to source data are not completed by the Client in a timely manner.
2. Software installation requirements will be reviewed during the Kick -Off meeting, and access to Company online Predictor Enterprise resources will be provided. An email will be issued to designated Client staff with links to access the software, Knowledge Base, and eLearning videos. The Consultant will provide additional support as required. A meeting with a Client IT representative may be necessary.
Client Responsibilities
1. Designate a Project Manager. This person will interact directly with the Consultant to set meeting times, coordinate staff, direct feedback, approve invoices and other tasks as required to help keep the project on track.
2. Determine who will participate in the Data Gathering and Workshop sessions. Company suggests that 19 participants include both personnel who are actively involved in plan decision making and personnel who are responsible for managing data that contributes to the decision -making processes.
3. Determine and assemble data sources that will be used in Predictor Enterprise. This should include any existing condition rating systems, decision support criteria used to determine repair, rehabilitate, and replace, budget and planning strategies. These resources will be provided to the Consultant for review prior to the onsite workshop.
4. Complete data schema and/or data updates recommended by the consultant and provide updated data to Consultant.
5. Consultant will host the meeting using online screen sharing software (WebEx, Zoom, or similar). The Client is responsible for ensuring remote access for all Client participants.
Deliverables
1. A remotely facilitated Project Kick -Off Meeting, up to two (2) hours in duration, to be facilitated by Company's Solutions Consultant and attended by applicable Client and Consultant team members.
Task 2: Lifecycle Model Training and Model Building Workshop [Remote Task: Three-day duration] A series of remote workshop sessions will be facilitated by the Consultant over an agreed -upon multi -day period. Ideally, remote workshop activities should be completed within a one (1) to three (3) week period. The purpose of workshop session is to train Client staff on the creation of asset lifecycle models through the process of building first -generation lifecycle models for the scoped assets, using the Client's data.
The workshop is as follows:
1. Overview Presentation and Discussion
Workshop Session 1: (3 hours)
Participants: Senior Managers, Asset System Managers, GIS staff, Project Manager Consultant will step the workshop participants through a comprehensive overview of asset lifecycle modeling using Predictor Enterprise. Participants will be encouraged to ask questions and engage in discussion as Consultant presents the following:
1. Introductions and goal review;
2. An overview of strategic asset management, lifecycle modeling, and Predictor Enterprise;
3. An in-depth interactive presentation on the process of developing lifecycle models using examples in Predictor Enterprise relevant to scoped assets;
20 4. Integration with GIS;
5. Reporting methods.
2. Lifecycle Model Development and Training for Asset Group 1 Workshop Session 2: (3 hours)
Workshop Session 3: (3 hours)
Participants: Client Asset System Managers and their designee(s), Project Manager Consultant will lead a training workshop for developing Lifecycle model parameters for the selected asset class(es). The training will be facilitated by the Consultant using remote screens of Predictor Enterprise, GIS, and other software as required. Workshop participants may follow along using Predictor Enterprise on their laptops but are not required to do so. Aspects of Lifecycle modeling that the training will focus on include:
a. Treatment parameters. The types of treatments that are currently being used, criteria for triggering treatments, and treatment effects.
b. Service State (aka Condition) criteria. Criteria for determining the service state of assets, including condition scoring, likelihood of failure, age, and other criteria as it would be used for decision making. c. Lifecycle criteria such as material, size, location, era of installation, and other criteria that contributes toward defining the life expectancy of assets.
d. Degradation Profile. The deterioration curve of the asset(s). e. Decision criteria. Additional decision criteria other than service state that will be used in the Lifecycle model. Examples include material, criticality, capacity, location etc. f. Decision Model. How all the criteria come together to trigger treatments and their effects in a decision model.
g. Costing data for each treatment, which are determined in the unit of measure for the asset(s). h. Budget caps. At feast one simulation should be built on existing budgets. Other simulations may be created that vary the budget amounts.
i. Data structure. Evaluate how the Client's data matches up to the decision criteria. Make note of modifications that may need to be performed.
j. Forced projects. Any projects that the Client is already committed to may be identified and forced to happen in the designated year in the model simulation.
k. Data acquisition from a Feature Service on ArcGIS Online I. Data structure. Evaluate how the Client's data matches up to the decision criteria. Make note of modifications that may need to be performed. Some modifications can be made in the workshop. m. Forced projects. Any projects that the Client is already committed to may be identified and forced to happen in the designated year in the model simulation.
n. Predictor Enterprise Reports
o. Publishing Predictor Enterprise simulation results to ArcGIS as a time enabled Feature Class 21 3. Wrap Up
Workshop Session 4: (3 hours)
Participants: Project Manager and others to be determined This time is reserved if needed for activities identified in previous sessions that need to be further addressed. This may include the development of a list of next steps, meeting with IT staff regarding software installation or other topics as required.
Client Responsibilities
1. Consultant will host the meetings using online screen sharing software (MS Teams, Zoom, or similar).
The Client is responsible for ensuring remote access for all Client participants.
2. Client staff should arrive prepared with all digital and paper -based information deemed relevant to the workshop.
Deliverables
1. Copies of presentation material.
2. Remote Training Workshop sessions facilitated by an Company Solutions Consultant as described herein.
3. First -generation Predictor Enterprise model files as developed in the workshop.
4. All participants are provided an opportunity to learn how to utilize the Predictor Enterprise software.
5. The Consultant engages in a post -workshop meeting with the Client's Project Manager to solicit feedback and discuss the post workshop training and support phase of the project.
Task 3: Post Workshop Training and Support
[Remote Task: duration is as needed, not to exceed 16 hours] During the one (1) month period immediately following delivery of the first -generation Predictor Enterprise Iifecycle models, the Consultant will remain the primary contact for support and follow-up training as it becomes desired by the Client staff who participated in the Task 2 workshops. The purpose of this support period is to provide Client staff an opportunity to ask questions on the Iifecycle model(s), reports, data, or other material deemed necessary by the Client to extend the value of the Predictor Enterprise subscription. This support and training is in addition to Company's standard support services.
1. All support and training will be provided through email, scheduled online meetings, and phone conferences. The Client Project Manager will schedule the support activities with the Company Solutions Selected Consultant prior to each event.
2. At Consultant's sole discretion, the Consultant may engage in some development of Iifecycle models, 22 reports, or other material in consultation with the Client as deemed appropriate to further the training of Client staff.
3. Support and training are limited to staff who participate in the training workshop, but the services provided by Consultant during this phase includes help for workshop participants to communicate to other Client staff.
Project Assumptions
Company has made the following general assumptions in this SOW to derive the estimated cost for this project.
It is the responsibility of Client to validate these assumptions, which include Client responsibilities before signing the Acceptance. Deviations from these assumptions may impact Company's ability to successfully complete the project. Any changes in scope, schedule, or costs will be documented by the Project Coordinator, whether there is a cost impact or not.
• Company and Consultant are not responsible for delays caused by missing data or other configuration information that is required to be available prior to the consulting service. Having the requested data and configuration information available prior to the consulting service may minimize delays so progress can be made quickly.
• Client shall use best efforts to identify of all project -related key information to allow the project schedules to begin on time. Any changes to key information after Project kickoff may require a Change Controls.
• Parties agree to provide timely responses to task -related emails or phone calls to enable on -time completion of all assignments.
• At least 24 -hour notice cancellation shall be given by the Parties if required members for any scheduled meeting cannot attend. This shall allow sufficient time to cancel/re-schedule the meeting as soon as possible to keep the project on schedule.
• Prerequisite data gathering, which may relate to an orientation call or requirements gathering meeting, must be completed prior to the scheduled meeting. A productive meeting requires that the data gathering be complete in advance of the meeting.
Excluded from Services
For the avoidance of doubt, the following services are not included:
• Unless otherwise included in the Consulting service, evaluation of your current practices, policies, procedures, or personnel for the purposes of performance or other improvements. • Troubleshooting any issues related to your IT infrastructure, including computer software not provided by Brightly and/or GIS or other systems.
• Migration of data from other systems or locations, unless specified on the Order Form. • Updating any of your source data.
• Export of data to any other systems or third parties other than those specified on the Order Form. 23 Milestone Billing - Invoice Schedule
Invoicing for the Predictor Enterprise Model Development service will be provided as delivery milestones are met. Below is the schedule for the billing milestones and the related percentage.
Predictor Enterprise Model
Development Milestones
Description
Percentage
Kickoff and Data Gathering
Kickoff meeting and initial model preparation (Task 1)
50%
Workshop Sessions and Wrap Up
Lifecycle model building, workshop sessions and wrap up (Task 2) 50%
24 Order terms
• By accepting this Order, and notwithstanding anything to the contrary in any other purchasing agreement, Subscriber agrees to pay all relevant Subscription Fees for the full Subscription Term defined above.
• Payment terms: Net 30
• The "Effective Date" of the Agreement between Subscriber and Company is the date Subscriber accepts this Order.
• This Order and its Offerings are governed by the terms of the Brightly Software, Inc. Master Subscription Agreement found at lttp://brigitlyso-ware.com/germs ( http://br'gh-ysoftware.com/ terms ("Agreement"), unless Subscriber has a separate written agreement executed by Brightly Software, Inc. ("Company") for the Offerings, in which case the separate written agreement will govern.
Acceptance is expressly limited to the terms of the Agreement. No other terms and conditions will apply.
The terms of any purchase order or similar Subscriber document are excluded and such terms will not apply to the Order and will not supplement or modify the Agreement irrespective of any language to the contrary in such document.
To the extent professional services are included in the Professional Services section of this Order, the Professional Services Addendum found at http://ar'ght ysoftware.com/terms ( http://brightlysoftware.com/terms) is expressly incorporated into the Agreement by reference.
During the Subscription Term, Company shall, as part of Subscriber's Subscription Fees, provide telephone and email support ("Support Services") during the hours of 8:00 AM and 6:00 PM EST, (8:00 am - 8:00 pm EST for Community Development Services) Monday through Friday ("Business Hours"), excluding Company Holidays.
• Company maintains the right to increase Subscription Fees within the Subscription Term by an amount not to exceed the greater of prices shown in the investment table or the applicable CPI and other applicable fees and charges every 12 months. Any additional or renewal Subscription Terms will be charged at the then -current rate.
• Acceptance of this Order on behalf of a company or legal entity represents that you have authority to bind such entity and its affiliates to the order, terms and conditions herein. If you do not have such authority, or you do not agree with the terms set forth herein, you must not accept this Order and may not use the Offerings.
• Proposal expires in sixty (60) days.
• Subscriber shall use reasonable efforts to obtain appropriation in the full amount required under this Order annually. If the Subscriber fails to appropriate funds sufficient to maintain the Offerings described in this Order, then the Subscriber may terminate the Offerings at no additional cost or penalty by giving prior written notice documenting such non -appropriation. Subscriber shall use reasonable efforts to provide at least thirty (30) days prior written notice of non -appropriation. Subscriber agrees non - appropriation is not a substitute for termination for convenience, and further agrees Offerings terminated for non -appropriation may not be replaced with functionally similar products or services prior to the expiration of the Services Term set forth in this Order. Subscriber will not be entitled to a refund or offset of previously paid, but unused Fees.
Additional information
Prices shown above do not include any taxes that may apply. Any such taxes are the responsibility of 25 Subscriber. This is not an invoice. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Subscriber. Tax exemption certifications can be sent to [email protected] ( mailto:[email protected]) .
Billing frequency other than annual is subject to additional processing fees.
Please reference Q-382920 on any applicable purchase order and email to [email protected]( mailto:Purchaseorc [email protected]) Brightly Software, Inc. can provide evidence of insurance upon request. 26 rightIy Illuminate
Illuminate: Bringing the best Ideas to Light
Brightly's Illuminate conference is a place for operations and asset management leaders to gather and share our collective wisdom, spotlighting the best new ideas and learning from one another to realize a brighter future. Take stock of where you've been and plan for where you're going while connecting with industry peers and experts as passionate to help their organizations thrive as you are.
Brightly's Illuminate conference is a gathering of the brightest minds in operations and asset management, where you can connect with leaders in their field, exchange expertise, and uncover new opportunities to realize a brighter future
Illuminate is March 11th -14th. Attendees are in for the best in -person conference yet, with more knowledge, training, and technology than ever before.
Enlighten
Share your expertise and level up your knowledge with hands-on education and training you can bring back to your team.
Envision
Explore the brightest ideas and smartest solutions to elevate the work your organization is doing and realize your vision for the future.
Engage
Broaden your professional network by sharing wisdom with fellow operations and asset management leaders.
Admission for Illuminate is $995 for tuition only and $1895 for the "Brightly Bundle". The Brightly Bundle includes meals, a 4 -night hotel stay and tuition. Registration is open beginning October 1st, 2023 through March 8th, 2024.
27 28
Signature
Presented to:
Q-382920
October 12, 2023, 4:18:53 PM
Accepted by:
Damien R. Arrula
Printed Name
Jam„
Damien Arrula (Nov 19. 202319:15 PST)
Signed Name
City Administrator
Title
Nov 29, 2023
Date
29 ATTACHMENT 2
CITY COUNCIL STAFF REPORT
TO:
VIA:
FROM:
DATE:
SUBJECT:
FISCAL
IMPACT:
SUMMARY:
Placentia Cit Council
AGENDA REPORT
CITY COUNCIL
CITY ADMINISTRATOR
DEPUTY CITY ADMINISTRATOR I PUBLIC SERVICES AND INFRASTRUCTURE NOVEMBER 21, 2023
PROFESSIONAL SERVICES AGREEMENT WITH BUREAU VERITAS
TECHNICAL ASSESSMENTS, LLC., FOR CITYWIDE ASSET MANAGEMENT
PROGRAM AND PURCHASE OF BRIGHTLY ASSET MANAGEMENT
SOFTWARE MODULE
EXPENSE: $119,254.44 PROFESSIONAL SERVICES AGREEMENT
$ 11,925.44 TOTAL CONTINGENCY AMOUNT
$131,179.88 TOTAL AMOUNT
$ 35,774.53 PURCHASE OF SOFTWARE MODULE
$ 3,577.45 TOTAL CONTINGENCY AMOUNT
$ 39,351.98 TOTAL AMOUNT
$170,531.86 GRAND TOTAL AMOUNT
BUDGETED: $171,000.00 TOTAL PROJECT BUDGET
$100,000.00 FY 2023-24 CIP BUDGET (109800-6770
JL#24903-6770)
$ 71,000.00 PROPOSED BUDGET RESOLUTION (799800-6770
JL#24903-6770)
Staff prepared a Request for Proposals and solicited competitive proposals from qualified asset management assessment teams for the purpose of developing the City's first comprehensive Asset Management Program (Program). The Program entails a detailed facility condition assessment and preparation of a 10 -year facility capital improvement budget, creation of an asset registry with asset barcoding system, completion of needs and risk assessments, preparation of preventative maintenance plans for all assets and integration of the program into a new asset management software program for Public Works personnel to utilize for the purpose of conducting more proactive maintenance and management of the City's various assets. A total of three (3) proposals for this project were received. A Selection Committee consisting of the Deputy City Administrator, Deputy Director of Community Services, Senior Management Analyst and Public Works Intern reviewed and scored the proposals.
Nov 21, 2023
City Council Agenda
November 21, 2023
On February 1, 2022, the City Council approved a Master Subscription Agreement (Agreement) with Brightly Software, Inc. (Brightly), formerly known as Dude Solutions, to purchase and implement SmartGov, a permit tracking/land management software. Since then, the City has sought to purchase and integrate additional work modules from Brightly into the City's operations.
The adopted Fiscal Year (FY) 2023-24 Capital Improvement Program (CIP) Budget includes funding for a Public Works asset management and condition assessment master plan. As part of this project, Staff is recommending the purchase of the Brightly Asset Essentials TM module, an asset management software to have a computerized inventory of City facility and park assets to strategically schedule proactive maintenance tasks, log repairs, and budget for replacements of critical infrastructure necessary for smooth operations of City services. The new module will work seamlessly with the new Brightly permit tracking system the City recently implemented. The executed, negotiated agreement from Smartgov governs this Asset Essentials purchase. In accordance with the City's purchasing policy section 10D, Staff is proposing to utilize a cooperative agreement competitively solicited through Sourcewell for the purchase of this module.
The recommended actions accept the recommendation of the Selection Committee to award a Professional Services Agreement to Bureau Veritas for a not -to -exceed amount of $119,254.44 to conduct a Citywide Asset Management Program and $35,774.53 to purchase Brightly Asset EssentialsTM module for proactive repair and maintenance of all City assets.
RECOMMENDATION:
It is recommended that City Council take the following actions:
1. Award a Professional Services Agreement to Bureau Veritas for a not -to -exceed amount of $119,254.44 to prepare a Citywide Asset Management Program.
2. Authorize the City Administrator to approve any change orders up to 10% of the contract not -to -exceed amount, or $11,925.44; and
3. Approve a Purchase Order with Brightly Software, Inc., formerly known as Dude Solutions, Inc. ("DSI"), pursuant to Sourcewell procurement contract #090320 -SDI for the purchase of the Brightly Asset Essentials Module TM for $35,774.53; and
4. Authorize the City Administrator to approve any change orders up to 10% of the contract not -to -exceed amount, or $3,577.45; and
5. Adopt Resolution No. R-2023-88, A Resolution of the City Council of the City of Placentia, California authorizing a budget amendment in Fiscal Year 2023-24 in compliance with City Charter of the City of Placentia §§1206 and 1209 pertaining to appropriations for actual expenditures; and
6. Authorize the City Administrator and/or his designee to execute all necessary documents, in a form approved by the City Attorney.
City Council Agenda
November 21, 2023
STRATEGIC PLAN STATEMENT:
There is no specific strategic planning goal or objective associated with this agenda item.
DISCUSSION:
Asset Management Program
Pursuant to City Council policy direction, Staff has been tasked with creating a Citywide Asset Management Program (Program) which includes a detailed facility condition assessment and capital improvement program. In addition, the Program includes a detailed risk and needs analysis, creation of an asset registry and barcoding system, preparation of preventative maintenance programs for all assets and integration of the Program into a new asset management software program. The software is designed to operate and maintain its facility and park assets more effectively. The City does not currently maintain any registry of its assets, maintenance records or history, asset management software or a routine regularly scheduled preventative maintenance program for its assets. The purpose of the program is to allow the City to effectively address preventative maintenance needs and anticipate maintenance and replacement costs and allocate appropriate funding through the City's Capital Improvement Program Budget. The City last completed a facility condition assessment in 2012 which did not evaluate all City assets in its inventory.
The goal of the City's new Asset Management Program is to shift from reactive maintenance and repairs to proactive planning and management of infrastructure assets through focused Asset Management Plans utilizing asset management software. The Asset Management Program will be centered around a detailed facility condition assessment and will focus on City buildings and facilities such as City Hall and the police station, fire stations, community centers and gyms, restroom buildings, storm water pump stations, the Bradford Pedestrian Bridge and park facilities.
A total of three (3) proposals for this project were received. A Selection Committee consisting of the Deputy City Administrator, Deputy Director of Community Services, Senior Management Analyst and Public Works Intern reviewed the proposals. The following table outlines the combined final scores and rankings:
RANKING
CONSULTANT
TOTAL SCORE
1 Bureau Veritas
333
2 ALPHA Facilities Solutions
307
3 Kayuga Solution
275
Bureau Veritas (BV) was the highest ranked firm based upon their extensive experience in conducting and delivering asset management programs in California as well as their understanding of the City's work scope and the City's vision for this program. BV was the lead consultant that completed the City of Placentia's Planning software implementation in 2022 and are very familiar and experienced in working with Brightly's Asset Essentials module (as recommended below) and have completed numerous similar integrations with other Cities. BV will be responsible for populating the new database and providing the City with a turn -key system ready for end -user training and application.
City Council Agenda
November 21, 2023
In addition, sealed cost proposals were received from each firm which were opened and evaluated at the conclusion of the review process. Consultant cost proposals are based upon hourly rates for each assigned project team member multiplied by the total number of allocated hours by task.
Professional services agreements are awarded based upon qualifications; however, cost proposals are considered only to the extent that the proposed cost is reasonable for the services to be delivered. The cost proposals noted in the table below reflect each consultant's cost to conduct a citywide asset management program:
Consultant
Complete Cost Package
Bureau Veritas
$119,254.44
ALPHA Facilities Solutions
$83,695.69
Kayuga Solution
$261,230.00
Once the BV team was identified as the top -ranked firm, Staff confirmed with BV that the work scope and fee is complete and covers all of the tasks called out in the City's RFP. The scope includes the conduction of a facility condition assessment, asset registry, risk analysis, needs assessment, preventive maintenance program, and the asset management software implementation. It is anticipated the asset management program will be completed within six (6) months of the City issuing BV a Notice to Proceed with this work with the facility condition assessment and list of capital improvements completed by the end of March 2024.
Asset Management Program Software
The Public Works Department currently relies upon service requests submitted through iPlacentia/GoGov, the City's citizen request management software to serve as a quasi -work order system, Staff memory and spreadsheets to manage, track, and maintain assets associated with facilities. The City requires a comprehensive asset management software program to efficiently manage and maintain critical infrastructure asset data. Asset management software also known as a computer maintenance management system (CMMS) is a specialized software system designed to help organizations track, manage, and optimize their assets throughout their lifecycle.
The software helps organizations maintain an accurate inventory of their assets and schedule and track preventative maintenance tasks, reducing downtime, extending asset lifecycles, and optimizing maintenance costs. The transition to asset management software will further the City's efforts towards proactive preventative maintenance, streamline work order processing, and reduce costs through efficiencies by improving internal workflows and accurate record keeping.
Asset management software will also provide Staff with accurate information in the field through mobile technology and allow Staff to maintain the City's facilities and parks at optimum levels.
During the implementation process of the City's new SmartGov system currently being used to track and manage building and encroachment permitting, Staff learned from Brightly Software, Inc., formerly known as Dude Solutions, Inc. (DSI), that it offers an asset management software module that can be easily integrated into the City's new system known as Asset Essentials TM This is a cloud -based work and asset management platform designed for simple and advanced asset and operations management and is geared toward facilities, public works, utilities and related public services. Through this software, users can initiate, assign, and track the progress of maintenance work orders; manage assets and equipment for all properties with advanced mobile and geographic information system (GIS) capabilities; develop advanced workflows with
City Council Agenda
November 21, 2023
preventive maintenance scheduling; leverage Internet of Things (IoT) technology for predictive maintenance; and manage inventory. In addition, Asset EssentialsTM has functionality for document management and reporting and mobile capabilities. The mobile component of the software offers easy -to -use mobile usage for Staff to access, fulfill and include notes on work completed in the field.
Staff recommends that the City Council authorize the purchase and implementation of the Brightly's Asset Essentia(sTM software through the Sourcewell Cooperative Contract to assist with the development and implementation of a Citywide Asset Management Program. Asset EssentialsTM will allow the City to integrate with the City's existing system of SmartGov under Brightly's enterprise software system and seamlessly integrate the City's GIS database into Asset Essentials which has already been integrated into the main Brightly system.
Staff issued a request for proposals to create the City's first asset management program from qualified firms. If approved, the purchase of Asset Essentials TM will allow Staff to simultaneously work with the selected consultant to create a digital database of the City's asset inventory and setup internal workflows as the City conducts its facility condition assessment and develops the Program. This will reduce the implementation time of the Program and provide Staff with the support needed to setup the new asset management software.
Pursuant to the City's purchasing policy, the City can piggyback off existing competitively bid contracts such as Sourcewell's contract with Brightly for the purchase of public sector software.
The recommended actions authorize the City Administrator to approve the proposal and purchase order with Brightly for the purchase and implementation of Asset EssentialsTM FISCAL IMPACT:
The recommended actions will approve an agreement with BV to provide the Asset Management Program for a not -to -exceed contract amount of $119,254.44. The implementation, licensing, and initial purchase costs of Asset EssentialsTM from January 1, 2024, through June 30, 2024, is $34,774.53. If the purchase of this software is approved, Staff will bring forward future subscription renewals for the City Council's consideration and include those costs in the proposed FY 2024- 25 Operating Budget. The grand total cost of the recommended actions amounts to $170,531.86 inclusive of a 10% contract contingency. A total of $100,000 has been budgeted in the FY 2023- 24 CIP Budget to cover the cost. Staff is recommending Resolution R-2023-88 (Attachment 3) to appropriate $71,000 from existing Measure U fund balance to support the cost of the proposed project. Accordingly, sufficient funds exist for the recommended actions.
Prepared by: Reviewed and approved:
Elsa Y. Robinson Jennifer Lampman
Senior Management Analyst Director of Finance
City Council Agenda
November 21, 2023
Reviewed -and approved:
Luis Estevez
Deputy City Administrator
Reviewed and approved:
Damien R. Arrula
Reviewed and approved:
( 1 1
Karen Crocker
Director of Community Services
Attachments:
1. Professional Services Agreement with Bureau Veritas
2. Asset Essentials Proposal
3. Budget Amendment Resolution No. 2023-88
ATTACHMENT 3
CITY'S MASTER SUBSCRI TION AGREEMENT
WITH BRIGHTLY SOFTWARE INC
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "DUDE SOLUTIONS, INC.", CHANGING ITS NAME FROM "DUDE SOLUTIONS, INC." TO "BRIGHTLY SOFTWARE, INC.", FILED IN THIS OFFICE ON THE EIGHTH DAY OF MARCH, A.D. 2022, AT 8:04 O'CLOCK A.M.
5473758 8100
SR# 20220912063
You may verify this certificate online at corp.delaware.gov/authver.shtml
Authentication: 202848857
Date: 03-08-22
) Dude SolutionsT
MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (this "Agreement") shall govern Subscriber's (as defined below) access and use of the Services (as defined below) provided by Dude Solutions ("DSI"). BY ACCEPTING THIS
AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT
REFERENCES THIS AGREEMENT OR BY OTHERWISE ACCESSING AND USING THE SERVICES, SUBSCRIBER AGREES TO THE TERMS OF THIS AGREEMENT. AS A RESULT, PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.
IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR
OTHER LEGAL ENTITY, THE INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS "ACCOUNT" OR "SUBSCRIBER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS...
AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS SET.
FORTH HEREIN, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Section 1.0 Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
1.1 "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Service.
1.2 "Account" means Subscriber's specific account where Subscriber subscribes to access and use Service(s).
1.3 "Account User" means each employee, consultant and contractor of Subscriber that has been granted Access Credentials.
1.4 "Affiliate" means, with respect to any legal entity, any other legal entity that (i) controls, (ii) is controlled by or (iii) is under common control of such legal entity. A legal entity shall be deemed to "control" another legal entity if it has the power to direct or cause the direction of the management or policies of such legal entity, whether through the ownership of voting securities, by contract, or otherwise.
1.5 "Subscription Fee" means the fee invoiced to Subscriber by DSI prior to the Initial Term and each applicable Renewal Term, which is required to be paid in order for Subscriber to be permitted to access and use the Service and, if applicable the API.
1.6 "API" means DSc's proprietary application programming interface and any accompanying or related documentation, software libraries, software tools, published specifications, and other materials, as amended from time -to -time in DSI's sole discretion.
1.7 "Beta Service? means DSI Service or functionality that may be made available to Subscriber to try at its option at no additional charge that is clearly designated as beta, pilot, limited release, early adoption, non - production, sandbox, evaluation - or a similar description.
A-0000001644
CONFIDENTIAL
1 Rev. July 2021
1.8 "Confidential Information" means any non-public information and/or materials maintained in confidence and disclosed in any form or medium by a party under this Agreement (the "Disclosing Partv") to the other party (the "Receiving Partv"), that is identified as confidential, proprietary or that a reasonable person should have known, was the Confidential Information of the other party given the nature of the circumstances or disclosure, or as otherwise defined as Confidential Information, trade secrets, and proprietary business information as provided under applicable state law and exempted from disclosure by the applicable statute. Confidential Information may include without limitation: information about clients, services, products, software, data, technologies, formulas, processes, know-how, plans, operations, research, personnel, suppliers, finances, pricing, marketing, strategies, opportunities and all other aspects of business operations and any copies or derivatives thereof. Confidential Information includes information belonging to a third party that may be disclosed only under obligations of confidentiality. Notwithstanding the foregoing, Confidential Information shall not include information that Receiving Party can demonstrate: (a) is or becomes generally known to the public without breach of any obligation by Receiving Party; (b) is received from a third party without breach of any obligation owed to Disclosing Party; or (c) is or has been independently developed by Receiving Party without the benefit of Confidential Information.
1.9 "Content" means all of the audio and visual information, documents, content, materials, products and/or software contained in, or made available through, the Service.
1.10 "Documentation" means the user documentation relating to the Service, including but not limited to descriptions of the functional, operational and design characteristics of the Service.
1.11 "Dude Solutions" or "DSI" means Dude Solutions, Inc., Dude Solutions Canada, Inc., Assetic Australia Pty Ltd and Confirm Solutions Limited together with their affiliates, successors and assigns.
1.12 "DSI Data" means all data, information and other content provided by or on behalf of DSI to any of the DSI Services.
1.13 "Implementation, Training and Support Program" or "ITSP" means DSI's comprehensive implementation, training and support program provided to DSI's Subscribers with respect to the Service.
1.14 "Intellectual Property Rights" means all ideas, concepts, designs, drawings, packages, works of authorship, processes, methodologies, information, developments, materials, inventions, improvements, software, and all intellectual property rights worldwide arising under statutory or common law, including without limitation, MI (i) patents and patent applications owned or licensable by a party hereto; (ii) rights associated with works of authorship, including copyrights, copyright applications, copyright registrations, mask work rights, mask work applications and mask work registrations; (ill) rights related to protection of trade secrets and Confidential Information; (iv) trademarks, trade names, service marks and logos; (v) any right analogous to those set forth in clauses (i) through (iv); and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired.
1.15 "Order Form" means DSI's ordering document or online order specifying the Services to be provided hereunder that is entered into between Subscriber and DSI or its Affiliates, including any addenda and supplements. By entering into an Order Form, Affiliate(s) agree to be bound by the terms of this Agreement as if an original party.
A-0000001644
CONFfUENTIAL
2 Rev : July 2021
1.15 "Privacy Policy" means the DSI privacy policy, as amended from time -to -time, which can be viewed at www.dudesolutions.com .
1,17 "Professional Service" means the professional, technical, consulting and/or other services to be performed by DSI that are ordered by Subscriber on an Order Form or provided without charge (if applicable).
1.18 "Service" means DSYs suite of Software -as -a -Service (SaaS) applications, products and services, as updated, enhanced or otherwise modified from time -to -time that are ordered by Subscriber on an Order Form or provided without charge (if applicable) and made available by DSI, including mobile components. For avoidance of doubt, Service applies only to Subscriber's production instances and shall exclude all beta and early adopter programs, user interface (UI) or user experience (UX) changes, feature or functionality improvements, and enhancements where a workaround exists in production.
1.19 "Subscriber" means the City of Placentia.
1.20 "Subscriber Data" means all data, information and other content provided by or on behalf of Subscriber to the Service, including that which the Account Users input or upload to the Service.
1.21 "Subscriber -Hosted Software" means DSI's suite of Software -as -a -Service (SaaS) software applications, as updated, enhanced or otherwise modified from time -to -time that are: (i) ordered by Subscriber on an Order Form or provided without charge (if applicable) and made available by D51, including mobile components, and (ii) granted a non-exclusive and non -transferable license (with no right to sublicense) to install and use software for the Term.
122 "Third Party" means a party other than Subscriber or DSI.
Section 2.0 Use of the Service and API; Proprietary Rights
2.1 DSI Cloud Service; Subscriber -Hosted Software.
(a) DSI Cloud Service. Unless otherwise specified on an applicable Order Form, DSI Service shall be provided as DSI-hosted, cloud Service. DSI grants Subscriber a non-exclusive and non -transferable right to access and use the Service for the Term.
(b) Subscriber -Hosted Software. Where an applicable Order Form sets forth Subscriber -Hosted Software, subject to the provisions of this Agreement, DS! grants Subscriber a non-exclusive and non -transferable license (with no right to sublicense) to install and use the software for the Term. In respect of such Subscriber - Hosted Software:
1. Subscriber is responsible for installing and implementing the Subscriber -Hosted Software and any updates, enhancements or modifications, except for any Professional Services set forth on an applicable Order Form (i.e. implementation),
2. Subscriber may create copies of the Subscriber -Hosted Software to the extent strictly necessary to install and operate the Subscriber -Hosted Software for use in accordance with this Agreement, and to create backup and archival copies to the extent reasonably required in the normal operation of Subscriber systems.
A-0000001644
CONFIDENTIAL
3 Rev. July 2021
All such copies must include a reproduction of all copyright, trademarks or other proprietary notices contained in the original copy of the Subscriber -Hosted Software.
3. Subscriber is responsible for providing the Environment and ensuring the Environment functions properly, and for implementing appropriate data backup and security measures. "Environment" means the systems, networks, servers, equipment, hardware, software and other material specified in Documentation or an Order Form on which, or in connection with which, the Subscriber —Hosted Service will be used.
2.2 Use of the Service and API.
(a) Service Subscription. Subject to the terms of this Agreement (including, without limitation, the responsibilities, limitations and restrictions set forth in this Section 2.2 and payment of the Subscription Fees required hereunder), (i) DSI shall permit Subscriber's Account Users to access and use the Service(s) during the Term, including access and use of all of the Content contained in or made available through the Service(s), (ii) Subscriber shall be automatically enrolled in the ITSP ("Implementation, Training and Support Program"), if applicable, and (iii) DSI shall use commercially reasonable efforts to make available to Subscriber each of the components described in the ITSP, when applicable. Subscriber agrees that it shall use the Service(s) solely for internal business purposes, and access and use of the Service(s) and the ITSP shall be limited to Account Users. (b) API License. Subject to the terms of this Agreement (including, without limitation, the responsibilities, limitations and restrictions set forth in this Section 2.2 and payment of the Subscription Fees required hereunder), DSI hereby grants to Subscriber a limited, non-exclusive, non -transferable, revocable license (without the right to sublicense) to use and make calls to the API solely for the purpose of (i) extracting and transferring Subscriber Data from the Service to other Third Party applications used by the Subscriber for internal business purposes, and/or (ii) Subscriber's internal development efforts to develop applications to work in conjunction with the functionality and capabilities of the Service purchased by Subscriber ("Subscriber Applications"). Subscriber shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any Third Party or incorporate the API in any software, product, or technology. DSI sets and enforces limits on Subscriber use of DSI API (e.g. limiting the number of API requests that may be made or the number of Subscriber uses). Subscriber agrees to, and will not circumvent, DSI's usage guidelines and volume limits as described in DSI's technical documentation or other documentation otherwise made available to Subscriber. Any usage beyond the guidelines and volume limits must obtain DSc's prior express consent from DSI.
DS4 may modify, amend, change, or deprecate all or part of the API from time -to -time (an "API Modification"). DSI shall use reasonable efforts to provide thirty (30) day notice to Subscriber of any such API Modifications. Any changes to new API functions or changes made for legal reasons will be effective immediately. if Subscriber does not agree to the modification, Subscriber may discontinue use of that API. Subscriber's continued use of the API constitutes acceptance of the modifications.
(c) Account Setup. To subscribe to the Service, Subscriber must establish its Account, which may only be accessed and used by its Account Users. To setup an Account User, Subscriber must provide DSI (and agree to maintain, promptly update and keep) true, accurate, current and complete information for such Account User. If Subscriber or any applicable Account User provides any information that is untrue, inaccurate, not current or incomplete, DSI has the right to immediately suspend or terminate Subscriber's Account and usage of the Service and API and refuse any and all future use. Each Account User must establish and maintain personal, non- transferable Access Credentials, which shall not be shared with, or used by, any other Third Party. Subscriber may not transfer an Account User's Access Credentials and/or its right to access and use the Service to a different user. Subscriber shall be solely responsible for any and all activities that occur under its Account, including all acts A-0000001644
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and omissions of its Account Users. Subscriber shall notify DSI immediately of any unauthorized use of its Account and/or any other breach of security of the Service that it suspects or becomes aware of. (d) Subscriber Responsibilities. Subscriber shall: (i) take appropriate action to ensure that non - Account Users do not access or use the Service or API; (ii) ensure that all Account Users comply with all of the terms and conditions of this Agreement, including the limitations and restrictions set out in Section 2.1(e); (iii) be solely responsible for the accuracy, integrity, legality, reliability and appropriateness of all Subscriber Data created by Account Users using the Service; (iv) access and use the Service solely in compliance with the Documentation and all applicable local, state, federal, and foreign laws, rules, directives and regulations (including those relating to export, homeland security, anti -terrorism, data protection and privacy); (v) allow e-mail notifications generated by the Service on behalf of Subscriber's Account Lasers to be delivered to Subscriber's Account Users; and (vi) promptly update and upgrade its system as requested or required in order to ensure continued performance and compatibility with upgrades to the Service and/or API Modifications (as defined in Section 2.1(g)). Subscriber shall be responsible for any breach of this Agreement by Account Users. (e) Limitations and Restrictions. Subscriber agrees that it shall not, and shall not permit any Third Party to, directly or indirectly: (i) modify, alter, revise, decompile, disassemble, reverse engineer, create derivative works or attempt to derive the source code of the Service or API; (ii) assign, transfer, lease, rent, sublicense, distribute or otherwise make available the Service or API, in whole or in part, to any Third Party, including on a timesharing, software -as -a -service or other similar basis; (iii) share Access Credentials or otherwise allow access or use the Service or API to provide any service bureau services or any services on a similar basis; (iv) use the Service or API in a way not authorized in writing by DSI or for any unlawful purpose; (v) use the Service or API to store or transmit infringing, libelous, or otherwise unlawful ortortious material, or to store or transmit material in violation of Third Party privacy rights; (vi) attempt to tamper with, alter, disable, hinder, by-pass, override, or circumvent any security, reliability, integrity, accounting or other mechanism, restriction or requirement of the Service or API; (vii) remove, obscure or alter any copyright, trademark, patent or proprietary notice affixed or displayed by or in the Service; (viii) perform load tests, network scans, penetration tests, ethical hacks or any other security auditing procedures on the Service or API; (ix) interfere with or disrupt the integrity or performance of the Service, API or the data contained therein; (x) access or use the Service or API in order to replicate applications, products or services offered by DSI and/or otherwise build a competitive product or service, copy any features, functions or graphics of the Service or API or monitor the availability and/or functionality of the Service or API for any benchmarking or competitive purposes; (xi) under any circumstances, through a Third Party application, a Subscriber Application or otherwise, repackage or resell the Service, API or any DSI data received via API; (xii) store, manipulate, analyze, reformat, print, and display the Content for personal use; and (xiii) upload or insert code, scripts, batch files or any other form of scripting or coding into the Service. Notwithstanding the foregoing restrictions, in the event Subscriber has purchased a Subscription for Commercial Use (as such term is defined below), Subscriber shall be permitted to use the Service to provide Third Party services In cases where such Third Parties access the Subscriber provided applications or services, but where such Third Parties do not have the ability to install, configure, manage or have direct access to the Services. DSI hereby agrees, subject to payment of the applicable fees, to permit such use and the terms of this Agreement, including references to "internal use" and/or "internal business operations" shall be deemed to include and permit such use (hereafter referred to as "Commercial Use").
(f) Additional Service Guidelines. DSI reserves the right to establish or modify general practices and limits concerning use of the Service. DSI shall use reasonable efforts to provide thirty (30) days' prior notice of any such modification. DSI also reserves the right to block IP addresses originating a Denial of Service (DoS) attack. DSI shall notify Subscriber should this condition exist and inform Subscriber of its action. Once blocked, an IP address A-0000001644
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shall not be able to access the Service or API and the block may be removed once DSI is satisfied corrective action has taken place to resolve the issue.
(g) Links to Third Party Websites. To the extent that the Service links to any Third Party website, application or service, the terms and conditions thereof shall govern Subscriber's rights with respect to such website, application or service, unless otherwise expressly provided DSI. DSI shall have no obligations or liability arising from Subscriber's access and use of such linked Third Party websites, applications and services. (h) Beta Services. From time to time, DSI may make Beta Service available to Subscribers at no charge. Subscriber may choose to try such Beta Service or not in its sole discretion. Use of the Beta Service is at Subscriber's sole risk and may contain bugs or errors. Subscriber may discontinue use of the Beta Service at any time, in its sole discretion. Further, DSI may discontinue any and all Beta Service availability at any time in its sole discretion without notice. NOTWITHSTANDING THE REPRESENTATIONS, WARRANTIES AND DISCLAIMERS IN SECTION 7, BETA SERVICE AND DOCUMENTATION, ARE PROVIDED ON AN "AS -IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KING. DSI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT. DSI SHALL HAVE NO INDEMNIFICATION
OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICE UNLESS SUCH EXCLUSION IS
UNENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OSL'S LIABILITY WITH RESPECT TO THE BETA SERVICE PROVIDED SHALL NOT EXCEED $50O.00.
2.3 Proprietary Rghts.
(a) Subscriber acknowledges and agrees that (as between Subscriber and DSI) DSI retains all ownership right, title, and interest in and to the Service, API, the Documentation and the Content, including without limitation all corrections, enhancements, improvements to, or derivative works thereof (collectively, "Derivative Works"), and in all Intellectual Property Rights therein or thereto. To the extent any Derivative Work is developed by DSI based upon ideas or suggestions submitted by Subscriber to DSI, Subscriber hereby irrevocably assigns all rights to modify or enhance the Service and/or API using such ideas or suggestions or joint contributions to DSI, together with all Intellectual Property Rights related to such Derivative Works. Nothing contained in this Agreement shall be construed to convey to Subscriber (or to any party claiming through Subscriber) any Intellectual Property Rights in or to the Service, API, the Documentation and the Content, other than the rights expressly set forth in this Agreement.
(b) DSI acknowledges and agrees that (as between Subscriber and DSI) Subscriber retains all ownership right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein or thereto. Notwithstanding the foregoing, Subscriber hereby grants DSI and its Affiliates a non-exclusive, royalty -free license to: (1) access, display, copy, distribute, transmit, publish, disclose and otherwise use all or any portion of the Subscriber Data to fulfill its obligations under this Agreement. In addition, Subscriber hereby grants DSI a non- exclusive, royalty -free right to (i) use and incorporate Subscriber's feedback, including but not limited to suggestions, enhancement requests, recommendations and corrections (the "Feedback") relating to the Service and (ii) use aggregated and de -identified data generated and/or derived by DSI from the Subscriber Data (the "De -Identified Data") in order to improve the Service and DSI's performance hereunder, including without limitation, submitting and sublicensing such De -identified Data to Third Parties for analytical purposes, provided that DSI shall take commercially reasonable efforts to conduct such de -identification in a manner that ensures that such De - Identification cannot be traced back to natural persons.
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(c) Subscriber acknowledges the Services may utilize, embed or incorporate Third Party software and/or tools (each, a "Third -Party Tool") under a license granted to DSI by one or more applicable Third Parties (each, a "Third -Party Licensor"), which licenses DSI the right to sublicense the use of the Third -Party Tool solely as part of the Services. Each such sublicense is nonexclusive and solely for Subscriber's internal use and Subscriber shall notfurther resell, re -license, or grant any other rights to use such sublicense to any Third Party. Subscriber further acknowledges that each Third -Party Licensor retains all right, title, and interest to its applicable Third -Party Tool and all documentation related to such Third -Party Tool. All confidential or proprietary information of each Third -Party Licensor is Confidential Information of DSI under the terms of this Agreement and shall be protected in accordance with the terms of Section 8.
Section 3.0 DSI Responsibilities
3.1 implementation, Training and Support Program (ITSP). During the Term DSI (or its agent, representative or designee) shall provide and maintain an ITSP program. During the Term, DSI shall, as part of Subscriber's Subscription Fees, provide telephone and email support ("Support Services").
3.2 Professional Services. DSI shall provide Professional Services that are mutually agreed upon and described in one or more statements of work that expressly reference this Agreement and, if applicable, D5I's Professional Services Agreement. Each statement of work shall be effective, incorporated into and form a part of this Agreement when duly executed by an authorized representative of each of the parties. Each statement of work shall (i) describe the fees and payment terms with respect the Professional Services being provided pursuant to such statement of work, (ii) identify any work product that will be developed pursuant to such statement of work, and (iii) if applicable, sets forth each party's respective ownership and proprietary rights with respect to any work product developed pursuant to such statement of work.
3.3 Service Levels.
(a) DS! shall use commercially reasonable efforts to make the Service available 99.9% of the time for each full calendar month during the Term, determined on a twenty-four(24) hours a day, seven (7) days a week basis (the "Service Standard"). Service availability for access and use by Subscriber(s) excludes unavailability when due to:
(a) any access to or use of the Service by Subscriber or any Account User that does not strictly comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Subscriber's delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Subscriber's or its Account User's Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with Internet service or Non-DSI Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the Service by DSI pursuant to the terms of the Agreement. "Scheduled Downtime" means, with respect to any applicable Service, the total amount of time (measured in minutes) during an applicable calendar month when such Service is unavailable for the majority of Subscribers' Account Users due to planned Service maintenance. To the extent reasonably practicable, DSI shall give at least eight (8) hours prior electronic notice of Service maintenance events and schedule such Service maintenance events outside the applicable business hours. (b) DSI shall use reasonable efforts to ensure the availability of API in accordance with the service levels described in Section 3,3(a). Notwithstanding the foregoing, DSI does not guarantee any required uptime, performance, or integrity of any product, application or service that integrates with and/or otherwise utilizes API A-0900001644
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(including, without limitation, any such product, application or service developed by Subscriber). Subscriber shall not represent to any Third Party any availability or performance levels with respect to API.
3.4 Protection of Subscriber Data. DSI shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, unauthorized access or disclosure of Subscriber Data. All data and information provided by Subscriber through its use of the Service is subject to DSI's Privacy Policy, which can be viewed by clicking the "Privacy" hypertext link located within the Service. By using the Service, Subscriber accepts and agrees to be bound and abide by such Privacy Policy. At all times during the Subscription term and upon written request of Subscriber within thirty (30) days after the effective date of termination or expiration of this Agreement, Subscriber data shall be available for Subscriber's export and download. Following the thirty (30) days after termination or expiration, DSI shall not be obligated to maintain Subscriber Data and may delete or destroy what remains in its possession or control unless prohibited by law. (a) If applicable in the United States, if Subscriber is a "Covered Entity" under the Health Insurance Portability and Accountability Act of 1996 (as amended from time to time, "HIPAA"), and if Subscriber must reasonably provide protected health information as defined by HIPAA in order to use the Services, DSI shall be Subscriber's "Business Associate" under HIPAA, and any Subscriber Data provided by Subscriber to DSI in their capacities as a Covered Entity and Business Associate, respectively, DSI and Subscriber shall enter into a Business Associate Agreement (the farm of which shall be reasonably satisfactory to DSI). (b) if applicable in the United Kingdom, Switzerland or European Economic Area (EEA), both parties will comply with the applicable requirements of Data Protection Legislation. "Data Protection Legislation" means (i) the United Kingdom's Data Protection Act 2018, and (ii) the General Data Protection Regulation ("GDPR") and any national implementing laws, regulations or secondary legislation. DSI and Subscriber agree that DSI will not be processing any personal data on behalf of the Subscriber as "Data Controller" (defined in accordance with the Data Protection Legislation). DSI will collect, use, disclose, transfer and store personal information when needed to administer this Agreement and for its operational and business purposes, in accordance with Data Protection Legislation. To the extent personal data from the UK, Switzerland, or EEA are processed by DSI, the terms of a data processing addendum ("DPA") must be signed by the parties. To the extent DSI processes personal data, its binding corporate rules and the standard contract clauses shall apply, as set forth in the DPA. For standard contract clauses, Subscriber and DSI agree that Subscriber are each the data exporter and Subscriber's acceptance of this Agreement or applicable Order Form shall be treated as its execution of the standard contract clauses.
Section 4.0 Third Party Interactions
4.1 Relationship to Third Parties. In connection with Subscriber's use of the Service, at Subscriber's discretion, Subscriber may: (i) participate in Third Party promotions through the Service; (ii) purchase Third Party goods and/or services, including implementation, customization, content, forms, schedules, integration and other services; (iii) exchange data, integrate, or interact between Subscriber's Account, the Service, API and a Third Party provider; (iv) receive additional functionality within the user interface of the Service through use of the API; and/or (v) receive content, knowledge, subject matter expertise in the creation of forms, content and schedules. Any such activity, and any terms, conditions, warranties or representations associated with such Third Party activity, shall be solely between Subscriber and the applicable Third Party. DSI shall have no liability, obligation or responsibility for any such Third Party correspondence, purchase, promotion, data exchange, integration or interaction. DSI does not warrant any Third Party providers or any of their products or services, whether or not A-0000001644
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such products or services are designated by DSI as "certified," "validated," "premier" and/or any other designation. DSI does not endorse any sites on the Internet that are linked through the Service.
4.2 Ownership. Subscriber is the owner of all Third Party content and data loaded into the Subscriber Account. As the owner, it is Subscriber's responsibility to make sure it meets its particular needs. DSI shall not comment, edit or advise Subscriber with respect to such Third Party content and data in any manner.
Section 5.0 Fees and Payment
5.1 Fees. Subscriber shall pay to DSI all fees specified in Order Forms. All Subscription Fees are non-refundable and non -cancelable, and the Subscription Fee for such Service subscription shall be invoiced upon commencement of the Initial Term of a Service subscription. Thereafter, OSI shall makes reasonable efforts to invoice Subscriber for each applicable Subscription Fee sixty (60) days prior to its commencement. Unless Subscriber provides written notice of termination in accordance with Section 6.1, Subscriber agrees to pay all fees no later than thirty (30) days after the receipt of DSI's applicable invoice. Subscriber is responsible for providing complete and accurate billing and contact information to DSI and notifying DSI promptly of any changes to such information,
5.2 RESERVED.
5,3 Overdue Charges. If any invoiced amount is not received by DSI by the due date, without limiting DST's rights or remedies, those overdue charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum amount permitted by law, whichever is lower. DSI reserves the right to condition an overdue Account's future subscription renewals and Order Forms on shorter payment terms than those stated herein.
5.4 Renewal Charges. DSI maintains the right to increase Subscription Fees and other applicable fees and charges in connection with each Renewal Term.
5.5 Taxes. DSI's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If DSI has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section 5.5, DSI shall invoice Subscriber and Subscriber shall pay that amount unless Subscriber provides DSI with a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber agrees to indemnify and hold DSI harmless from any encumbrance, fine, penalty or other expense which DSI may incur as a result of Subscriber's failure to pay any Taxes required hereunder. For clarity, O51 is solely responsible for taxes assessable against D51 based on its income, property and employees.
5.6 Purchases through Resellers. In the event Subscriber purchases the Services (including any renewals thereof) through an authorized reseller of DSI, the terms and conditions of this Agreement shall apply and supersede any other agreement except for any terms and conditions related to fees, payment or Taxes. Such terms and conditions shall be negotiated solely by and between Subscriber and such authorized reseller. In the event Subscriber ceases to pay the reseller, or terminates its agreement with the reseller, DSI shall have the right to terminate Subscriber's access to the Service at any time upon thirty (30) days' prior written notice to Subscriber unless Subscriber and DSI have agreed otherwise in writing.
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Section 6.0 Term and Termination
6.1 Term. This Agreement commences on the date Subscriber establishes its Account and continues until the Service subscription hereunder has expired or has been terminated (the "Term"). The initial term of the Service subscription shall be set forth on the Order Form (the "Initial Term"). Thereafter, except as stated on an applicable Order Form, the Service subscription shall automatically renew for additional periods equal to the expiring term or one year, whichever is longer (each, a "Renewal Term") unless either party has provided written notice of its intent to terminate the Service subscription not less than forty-five (45) days prior to the expiration of the then - current Initial or Renewal Term applicable to the Service subscription.
6.2 Termination. Either party may terminate this Agreement (including its Service subscription and Account) prior to the expiration of the Term if (i) the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach is given by the non -breaching party or (ii) Subscriber becomes the subject of a petition in bankruptcy or other similar proceeding; provided that if the breach involves a failure of Subscriber to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. If the Agreement is terminated by Subscriber in accordance with this 5ection 6.2, DSI will refund any prepaid Subscription Fees covering the remainder of the Term of all Order Forms after the effective date of termination. If the Agreement is terminated by DSI in accordance with this Section 6.2, Subscriber will pay any unpaid fees covering the remainder of the term on all Order Forms to the extent permitted by applicable law. In no event will termination relieve the Subscriber of its obligation to pay any fees payable to DSI for the period prior to the effective date of termination. Without limiting the foregoing, in the event such breach that gives rise to the right by DSI to terminate this Agreement, DSI may elect to suspend Subscriber's access and use of the Service, API and the Account until the breach is cured. DSI's exercise of its suspension right shall be without prejudice to D51`s right to terminate this Agreement upon written notice to Subscriber.
6.3 Effect of Termination. Upon termination of this Agreement, (i) Subscriber's access and use of the Service shall automatically and immediately cease, and (ii) subject to Section 3.4, DSI shall have no obligation to maintain the Subscriber Data or to forward the Subscriber Data to Subscriber or any Third Party.
6.4 Survival. The following portions of this Agreement shall survive termination of this Agreement and continue in full force and effect: Sections 2, 3.4, 6.3, 7, 8 and 9. Termination of this Agreement, or any of the obligations hereunder, by either party shall be in addition to any other legal or equitable remedies available to such party, except to the extent that remedies are otherwise limited hereunder.
Section 7.0 Representations, Warranties and Disclaimers
7.1 Representations. Each party represents that; (i) it has full right, title and authority to enter into this Agreement; and (11) this Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against it in accordance with its terms.
7.2 Warranties.
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(a) DSI represents and warrants that during the applicable subscription Term that Service will perform materially in accordance with the applicable Documentation. For any breach of this warranty in Section 7.2(a), Subscriber's exclusive remedy and DSI's entire liability shall be as described in Section 6.2 (Termination). (b) DSI represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 7.2(b), Subscriber's exclusive remedy and DSI's entire liability shall be the re -performance of the applicable Professional Services.
(c) SERVICE, CONTENT, DOCUMENTATION, STORED DATA AND BETA SERVICE ARE PROVIDED "AS -IS" AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY. EXCEPT AS EXPRESSLY STATED HEREIN, THE PARTIES MAKE NO
REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT, DOCUMENTATION, STORED DATA OR BETA SERVICES. PARTIES SPECIFICALLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.3 Indemnification.
(a) Indemnity by DSI. DSI shall defend and indemnify Subscriber from any loss, damage or expense (including reasonable attorneys' fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by Subscriber, in connection with any Third Party claim (each, a "Claim") alleging that Subscriber's use of the Service as expressly permitted hereunder infringes upon any intellectual property rights, patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that Subscriber (x) promptly gives DSI written notice of the Claim; (y) gives DSI sole control of the defense and settlement of the Claim; and (z) provides to DSI all reasonable assistance, at D5I's expense. If DSI receives information about an infringement or misappropriation claim related to the Service, DSI may in its sole discretion and at no cost to Subscriber: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for Subscriber's continued use of the Service, or (iii) terminate this Agreement (including Subscriber's Service subscriptions and Account) upon prior written notice and refund to Subscriber any prepaid Subscription Fee covering the remainder of the Term of the terminated Service subscriptions. Notwithstanding the foregoing, DSI shall have no liability or obligation with respect to any Claim that is based upon or arises out of (A) use of the Service in combination with any software or hardware not expressly authorized by DSI, (B) any modifications or configurations made to the Service by Subscriber without the prior written consent of DSI, and/or (C) any action taken by Subscriber relating to use of the Service that is not permitted under the terms of this Agreement. This Section 7.3(a) states Subscriber's exclusive remedy against DS1 for any Claim of infringement of misappropriation or a Third Party's Intellectual Property Rights related to or arising from Subscriber's use of the Service, (b) To the extent permitted by law, Subscriber shall defend and indemnify DSI from any loss, damage or expense (including reasonable attorneys' fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by DSI, in connection with any Claim alleging that the Subscriber Data, or Subscriber's use of the Service or API in breach of this Agreement, infringes upon any United States patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; unless applicable laws prohibit public entities from such indemnification and provided that DSI (x) promptly gives Subscriber written notice of the Claim; (y) gives Subscriber sole control of the defense and settlement of the Claim; and (z) provides to Subscriber all reasonable assistance, at Subscriber's expense. This Section 7.3(b) states DSI's exclusive remedy against Subscriber A-0000001644
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for any Claim of infringement or misappropriation of a Third Party's Intellectual Property Rights related to or arising from the Subscriber Data or Subscriber's use of the Service.
7.4 Limitation of Liability. IN NO EVENT SHALL DSI, IN THE AGGREGATE, BE LIABLE FOR DAMAGES TO
SUBSCRIBER IN EXCESS OF THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER TO DSI PURSUANT TO THIS
AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE FIRST ACT OR OMISSION GIVING RISE TO THE LIABILITY. UNDER NO CIRCUMSTANCES SHALL DSI HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER
THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS, OR CONSEQUENTIAL, EXEMPLARY, INDIRECT,
INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF DSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR PRODUCTS LIABILITY. NOTHING IN THIS SECTION SHALL LIMIT SUBSCRIBER'S PAYMENT OBLIGATIONS UNDER SECTION 5.
Section 8.0 Confidentiality
8.1 Protection of Confidential Information. The Receiving Party agrees that it shall (i) use the Confidential Information solely for a purpose permitted by this Agreement; (ii) use the same degree of care as Receiving Party uses with its own Confidential Information that it uses to protect its own Confidential Information, but no less than reasonable care, to protect Confidential Information and to prevent unauthorized access, reproduction, disclosure, or use of any Confidential Information; and (iii) restrict access to the Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are prohibited from disclosing the information by a contractual, legal or fiduciary obligations no less restrictive than this Agreement. Receiving Party shall not use, reproduce, or directly or indirectly allow access to the Confidential Information expect as herein provided or export Confidential Information to any country prohibited from obtaining such inform ation under any applicable laws or regulations.
8.2 Compelled Disclosure. If Receiving Party is required to disclose any Confidential Information of the Disclosing Party to comply with law, to the extent legally permitted, Receiving Party shall: (a} give the Disclosing Party reasonable prior written notice to permit Disclosing Party to challenge or limit any such legally required disclosure; (b) disclose only that portion of the Confidential Information as legally required to disclose; and (c) reasonably cooperate with Disclosing Party, at Disclosing Party's request and expense, to prevent or limit such disclosure.
8.3 Records Requests. To the extent permitted by law, Subscriber shall treat as exempt from treatment as a public record, and shall not unlawfully disclose in response to a request made pursuant to any applicable public records law, any of DSI's Confidential Information. Upon receiving a request to produce records under any applicable public records or similar law, Subscriber shall immediately notify DSI and provide such reasonable cooperation as requested by DSI and permitted by law to oppose production or release of such DSI Confidential Information.
8.4 Remedies. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any unauthorized use or disclosure of Disclosing Party's Confidential Information and agrees to reasonably cooperate with Disclosing Party in its efforts to mitigate any resulting harm. Receiving Party acknowledges that Disclosing Party would have no adequate remedy at law should Receiving Party breach its obligations relating to Confidential Information and agrees that Disclosing Party shall be entitled to enforce its rights by obtaining appropriate equitable relief, including without limitation a temporary restraining order and an injunction.
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Section 9 Miscellaneous
9.1 Compliance with Laws. Each party will comply with all laws and applicable government rules and regulations insofar as they apply to such party in its performance of this Agreement's rights and obligations.
9.2 Publicity. DSI is permitted to: (I) include Subscriber's name and logo in accordance with Subscriber's trademark guidelines; and (ii) list the Services selected by Subscriber, in public statements and client lists.
Subscriber agrees to participate in press releases, case studies and other collateral using quotes or requiring active participation, the specific details of which shall be subject to mutual consent.
9.3 Relationship of the Parties. DSI is performing pursuant to this Agreement only as an independent contractor. DSI has the sole obligation to supervise, manage, contract, direct, procure, perform or cause to be performed its obligations set forth in this Agreement, except as otherwise agreed upon by the parties. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between DSI and Subscriber. DSI shall not act or attempt to act or represent itself, directly or by implication, as an agent of Subscriber or its affiliates or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of, Subscriber or its affiliates.
9.4 Waiver. No failure or delay by either party in enforcing any of its rights under this Agreement shall be construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a subsequent matter.
9,5 Assignment. Subscriber shall have no right to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement to any Third Party and any attempt to do so shall be null and void. DSI shall have the full ability to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement.
9.6 Force Majeure. Subject to the limitations set forth below and except for fees due for Service rendered, neither party shall be held responsible for any delay or default, including any damages arising therefrom, due to any act of God, act of governmental entity or military authority, explosion, epidemic casualty, flood, riot or civil disturbance, war, sabotage, unavailability of or interruption or delay in telecommunications or Third Party services, failure of Third Party software, insurrections, any general slowdown or inoperability of the Internet (whether from a virus or other cause), or any other similar event that is beyond the reasonable control of such party (each, a "Force Majeure Event"). The occurrence of a Force Majeure Event shall not excuse the performance by a party unless that party promptly notifies the other party of the Force Majeure Event and promptly uses its best efforts to provide substitute performance or otherwise mitigate the force majeure condition.
9.7 Entity, Governing Law, Notices and Venue. All notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when actually delivered); (b) by overnight courier (upon written verification of receipt); (c) by business mail (upon written verification of receipt); or (d) except for notice of indemnification claims, via electronic mail to Subscriber at the e-mail address maintained on Subscriber's Account and to DSI at [email protected]. The DSI entity entering into this Agreement, the address to which notices shall be directed under this Agreement and the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement shall depend upon where Subscriber is domiciled:
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(a) In the United States and all other domiciles not otherwise mentioned, the DSI entity is Dude Solutions, Inc., a Delaware corporation, notices shall be addressed to 11000 Regency Parkway, Suite 400, Cary, NC 27518, attn:
General Counsel, governing law shall be Delaware and the courts with exclusive jurisdiction shall be Delaware without regard to the principles of conflicts of laws, unless otherwise required by applicable law where Subscriber is a public entity.
(b) In Canada, the DSI entity is Dude Solutions Canada, inc., an Ontario corporation, notices shall be addressed to Bay Adelaide Centre, 333 Bay Street, Suite 2400, PO Box 20, Toronto, ON, M5H 2T6 attn: Dude Solutions General Counsel, governing law shall be Ontario and the courts with exclusive jurisdiction shall be Toronto, Ontario, Canada without regard to the principles of conflicts of laws.
(c) In the United Kingdom or a country in Europe, the D51 entity is Confirm Solutions Limited, a limited company in England, notices shall be addressed to Central House Unit C Compass Centre North, Chatham Maritime, Chatham, England, ME4 4YG, attn: General Counsel, governing law shall be England and the courts with exclusive jurisdiction shall be London, England without regard to the principles of conflicts of laws. (d) In Australia, New Zealand, a country in Asia or the Pacific region, the D51 entity is Assetic Australia Pty Ltd, a proprietary limited company in Australia, notices shall be addressed to Level 9, 257 Collins Street, Melbourne, VIC 3000 Australia, attn: General Counsel, governing law shall be Australia and the courts with exclusive jurisdiction shall be New South Wales, Australia without regard to the principles of conflicts of laws.
9.8 Interpretation of Agreement. The Section headings contained in this Agreement are soe•yr for the purpose of reference, are not part of the agreement of the parties, and shall not affect in any way the meaning or interpretation of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
9.9 No Third Party Beneficiaries, No person or entity not a party to the Agreement shall be deemed to be a third party beneficiary of this Agreement or any provision hereof.
9.10 Severability. The invalidity of any portion of this Agreement shall not invalidate any other portion of this Agreement and, except for such invalid portion, this Agreement shall remain in full force and effect.
9.11 Entire Agreement. This Agreement, including any applicable Order Form, is the entire agreement between 5ubscriber and DSI regarding Subscriber's use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in any purchase order or in any other order documentation is void. In the event of any conflict or inconsistency between the documents, the order of precedence shall be (1) the applicable Order Form, (2) any schedule or addendum to this Agreement, and (3) the content of this Agreement.
9.12 Export Compliance. The Service, Professional Service, Content or other technology DS1 may make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied -party list. Subscriber shall not permit any Account User to access or use any Service, Content or other DSI technology in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
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9.13 Anti -Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connect with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Subscriber learns of any violation of the above restriction, Subscriber shall immediately notify DSI.
9.14 Cooperative Use. With Subscriber's approval, the market research conducted by Subscriber during its selection process for the Services may be extended for use by other jurisdictions, municipalities, and government agencies of Subscriber's state. Any such usage by other entities must be in accordance with ordinance, charter, and/or procurement rules and regulations of the respective political entity. [Remainder of page intentionally left blank; signature page to follow] A-0000001644
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t5 Rev:. July 2021
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
City Of Placentia Dude Solutions, Inc.
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CONFIDENTIAL
16 Rev. July' 2021
Attachment A: Insurance Requirements
1. Minimum Scope and Limits of Insurance. DSI shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company authorized to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit.
(b) Business automobile liability for hired and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California. DSI agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by DSI for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.
(d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per claim and aggregate. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. DSI shall obtain and maintain said E&O liability insurance during the life of this Agreement.
2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of DSI pursuant to this Agreement; products and completed operations of the DSI; premises owned, occupied or used by the DSI; automobiles leased, hired, or borrowed by the DSI." (b) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers with respect to liability arising out of activities performed by or on behalf of DSI pursuant to this Agreement. Any other insurance maintained by the City of Placentia, shall be excess and not contributing with the insurance provided by this policy." (c) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers. (d) The DSI's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
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3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self -insured retention to provide such coverage, the amount of such deductible or self -insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self -insured retention.
4. Certificates of Insurance. DSI shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement.
5. Non -Limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which DSI may be held responsible for payments of damages to persons or property.
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113 Rev .. July 2021
ATTACHMENT
BRIGHTLY SOFTWARE INC'S
SOURCEWELL CONTRACT #090320 -SDI
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our?we1I g
Solicitation Number: RFP #090320
CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Dude Solutions, Inc., 11000 Regency Pkwy. #110, Cary, NC 27518 (Vendor).
Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires November 2, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.
C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.
All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Rev. 2/2020 1
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Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.
In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time -to -time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.
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Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.
B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax - exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
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A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government - owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.
Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
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B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry -specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.
C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity's order.
D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e -commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;
2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or
3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.
F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.
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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
The Report must contain the following fields:
• Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address;
• Customer City;
• Customer State/Province;
• Customer Zip Code;
• Customer Contact Name;
• Customer Contact Email Address;
• Customer Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Vendor.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.
The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter.
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Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.
10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.
B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.
C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.
D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.
E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master -servant, or principal -agent.
11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused Rev. 2/2020 7
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by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.
12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.
If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.
14. INDEMNIFICATION
As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.
15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty -free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Vendor.
b. Vendor grants to Sourcewell a royalty -free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and Rev. 2/2020 8
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promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use; Quality Control.
a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's Trademarks only in good faith and in a dignified manner consistent with such party's use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.
D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.
16. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.
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17. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
18. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.
19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non -defaulting party may:
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• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.
20. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following:
1. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$1,000,000 each accident, combined single limit
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4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract.
Minimum Limits:
$2,000,000 per claim or event
$2,000,000 — annual aggregate
6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non -renewal, or reduction of coverage without 30 days' prior written notice to the Vendor.
Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.
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C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).
F. SELF -INSURED RETENTIONS. Any self -insured retention in excess of $10,000 is subject to Sourcewell's approval.
21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.
22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.
Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs Rev. 2/2020 13
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operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
23. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Rev. 2/2020 14
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Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis -Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the bask of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.
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F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right Rev. 2/2020 16
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also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
24. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal.
Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Sourcewell Dude Solutions, Inc.
i—DocuSigned by:
By: � c`�Cr i1 da&i�"
Jeremy Schwartz
Title: Director of Operations &
Procurement/CPO
Date:
10/27/2020 I 11:52 AM CDT
Approved:
,—DocuSigned by:
By: Cad, Cep
/L42Btlhtl1/Ab4(.C...
Chad Coauette
Title: Executive Director/CEO
Date:
11/6/2020 1 10:35 AM CST
, —DocuSigned by:
•
By• B yfutfur
d J3H4
Brian Benfer
Title: SVP of Sales
Date: 11/6/2020 1 10:31 AM CST
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TO
CONTRACT # 090320 -SDI
THIS AMENDMENT, effective upon the date of the last signature below, is by and between Sourcewell and Brightly Software, Inc. (Supplier).
Sourcewell awarded a contract to Dude Solutions, Inc. to provide Public Sector and Education Administration Software Solutions with Related Services, to Sourcewell and its Participating Entities, effective November 6, 2020, through November 2, 2024 (Contract).
Supplier notified Sourcewell that it changed its name to Brightly Software, Inc. Supplier has requested modification to the Sourcewell Contract to reflect the name change.
The parties wish to amend the Contract as follows:
Throughout the Contract, the name "Dude Solutions, Inc.," will be replaced with "Brightly Software, Inc."
Except as amended by this Amendment, the Contract remains in full force and effect.
Sourcewell Brightly Software, Inc.
,—DocuSigned by;
By: it: t %t11 Sdtwa4'j
Jeremy`SchWYff2Milief Procurement Officer
3/10/2022 1 8:33 AM CST
Date:
Approved:
By• tcpoccuSignedby:
r
cbd,
Chad C °tF,a1E' ittive Director/CEO
3/10/2022 I 8:34 AM CST
Date:
Signed by:
_Y___Al—
Dan GrahDocugpi`i;9Dt'F02,..
Date:
3/9/2022 1 7:00 PM EST
Sourcewell Contract #090320 -SDI I Amendment #1