1.H AMENDMENT NO. 2 WITH METASOURCE FOR DIGITAL SCANNING SERVICES

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Agenda Item No: 1.h

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: July 21, 2026
Submitted by: Joe Lambert
From: Development Services
Subject:

AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT WITH METASOURCE

FOR PROFESSIONAL DIGITAL SCANNING SERVICES OF PUBLIC RECORDS TO

PROVIDE ON-CALL SCANNING SERVICES
Financial Impact:

Previously approved agreement: $285,000
Amendment No. 2: $150,000
Staff recommended contingency for Amendment No.2:+$ 40.000 (221-40000-6400) $475,000
Summary:

In December 2023, City Council approved Professional Services Agreement (PSA) with Metasource for professional digital scanning services of public records for a term of three years with an option for an additional two year term, in an amount not -to -exceed $285,000.

Amendment No. 1 to the PSA with Metasource to state the originally intended pricing table was executed by the City Administrator on July 8, 2024. The requested action would approve an amended PSA (Amendment No. 2) with Metasource in a total amount not to exceed $475,000, including recommended contingency and funds already expended and would extend the terms of the PSA until June 30, 2028.

Recommended Action:

It is recommended that the City Council:

1. Approve Amendment No. 2 to the Professional Services Agreement (PSA) with Metasource for professional digital scanning services of public records, providing on-call scanning services in a total amount not to exceed $475,000 with a term ending June 30, 2028; and

2. Approve Resolution No. R-2026-52, A Resolution of the City Council of the City of Placentia, California, authorizing a budget amendment in Fiscal Year 2026-27 in compliance with City Charter of the City of Placentia §§ 1206 and 1209 pertaining to appropriations for actual expenditures; and

3. Authorize the City Administrator or designee to execute the necessary documents, in a form approved by the City Attorney.

Strategic Plan Statement:

This Council action supports the implementation of Strategic Goal No. 5: Organizational 1 Excellence, as the scanning of documents including building permits, entitlement files and other documents citywide promotes efficient maintenance, retention, and disposition of City records, enhancing operational effectiveness and improving service delivery for the public and other customers.

Discussion:

City Council approved a PSA with Metasource for professional digital scanning services of public records on December 5, 2023. PSA Amendment No. 1, which stated the originally intended pricing table was executed by the City Administrator on July 8, 2024. The original PSA and Amendment No. 1 authorize a term of three years with an option for an additional two year term, in an amount not -to -exceed $285,000. Since that time, approximately $225,000 of the contract authority has been utilized, with the bulk of it spent digitizing Police Department records, to assist in the transition from offsite record retention to the utilization of the Public Safety Building. Development Services has utilized most of the remainder of the contract authority in initiating the digitzation of department records.

Amendment No. 1 to the PSA with Metasource did not change any of the terms or timeframe related to the scope of work. Amendment No. 1 was executed to state the originally intended pricing table, and was executed by the City Administrator on July 8, 2024. The requested action would approve an amended PSA (Amendment No. 2) with Metasource in a total amount not to exceed $475,000, including recommended contingency and funds already expended. As recommended, this Amendment No. 2 would also extend the terms of the PSA from December 5, 2026 to June 30, 2028. The PSA may also be extended for an additional two-year term by the City Administrator or designee based on the City's discretion and contractor performance.

This action will provide the City with available on-call services for all the digital scanning service needs related to public records for the foreseeable future. Development Services intends to finish scanning all existing building permits, entitlement files and miscellaneous documents as we transition to digital permit processing and workflows. Pursuant to the terms of the PSA and it's amendments, other departments may also utilize these services if they have a budget allocation for said services.

Financial Summary:

It should be noted that although Amendment No. 2 authorizes a total amount not to exceed $475,000, staff does not anticipate using the full amount this fiscal year, however it is necessary to authorize up to approximately $275,000, this fiscal year for the subject agreement. The requested amount will also allow the flexibility to utilize that amount if needed in the future. This amendment will allow Development Services to finish scanning all existing building permits, entitlement files and miscellaneous records to provide services at a level that is expected by our residents and the development community. This will also greatly reduce future staff time as it relates to fulfillment of Public Records Requests. A Budget Resolution is attached which would allocate $150,000, of on -hand Technology Impact Fees (restricted funds) for FY 26-27.

Attachments

1.Amendment 2 - Metasource PSA.pdf

1.a.Amendment 1 and Original PSA.pdf

2.CC RES R-2026-52 - Budget Amend Metasource.docx
2 Docusign Envelope ID: 1 EB414D8-547A-89F8-8190-21838627A7E6 AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT

WITH METASOURCE, LLC
This Amendment No. 2 ("Amendment") to Professional Services Agreement is made and entered into the 21st day of July 2026, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and METASOURCE, LLC, a Delaware Limited Liability Company ("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 December 5, 2023 through which CONSULTANT has been providing consulting services related to provision of city-wide digital document scanning services for the purposes of record retention citywide. Amendment No. 1 to the Agreement was approved by the City Administrator on July 8, 2024, to state the originally intended pricing table. (ii). The Parties now seek to amend the Agreement (Amendment No. 2) to authorize an increase in the total compensation and to authorize the CITY to extend the term of the agreement (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 2.1 of the Agreement is hereby amended to say: Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A" of Amendment No. 1 effective July 8, 2024. Consultant's total compensation shall not exceed Four Hundred Seventy Five Thousand Dollars ($475,000.00). $475,000.00 total consists of $285,000 authorized by the Agreement effective December 5, 2023, + $150,000 authorized pursuant to this Amendment No.2 + $40,000 contingency authorized pursuant to this Amendment No.2.

2. Section 4, Paragraph 4.1 of the Agreement is hereby amended to say: Term. This Agreement shall commence on the Effective Date, ending on June 30, 2028 unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The contract may also be extended for an additional two-year term by the City Administrator or designee based on the City's discretion and contractor performance.

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, together with Amendment No. 1 and 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

Page 1 of 2 ends

3 Docusign Envelope ID: 1 EB414D8-547A-89F8-8190-21838627A7E6 executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

The original Agreement and Amendment No. 1 are attached hereto as Attachment "1.a.".

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 Professional Services Agreement are to be executed as of the day and year first above written.

CONSULTANT CITY OF PLACENTIA
By: jaln, POWelL
Name, Title
Vice President
By:

Rosanna Ramirez,
Acting City Administrator
ATTEST:

Robert S. McKinnell,
City Clerk
APPROVED AS TO FORM:

By:

Christian L. Bettenhausen
City Attorney

Page 2 of 2 ends

4 ATTACHMENT 1.a
City of Placentia, CA
Amendment No. 1 to Professional Services Agreement
between the City of Placentia and MetaSource, LLC
This Amendment No. 1 to the Professional Services Agreement ("Amendment No. 1") by and between the City of Placentia (the "City"), and MetaSource, LLC (the "Contractor") is entered into for the purposes stated herein and this Amendment No. 1 shall be effective as of the date of the last of the signatures to be affixed hereto by each of the City and the Contractor ("Amendment No. 1 Effective Date").

RECITALS
WHEREAS the Contractor and the City entered into a Professional Services Agreement effective December 5, 2023 ("Agreement") the term of which is set to end December 5, 2026; and WHEREAS Contractor and the City have desire that the Agreement be amended by statement and execution of this Amendment No. 1 for the purpose of stating the originally intended pricing table which was submitted with the request for proposal.

NOW THEREFORE: The City and the Contractor in consideration of the covenants, conditions, agreements, and stipulations contained herein agree to amend the Agreement as follows:
1 The Agreement is amended to include the original pricing table from the Contractor - submitted proposal dated August 22,2022 without changing any other terms of the Agreement, all of which is attached hereto and incorporated herein by this reference as Exhibit A — Pricing Table.

2. This Amendment No. 1 becomes effective upon the Amendment No. 1 Effective Date.

3. All capitalized terms not defined in this Amendment No. 1 have the meanings given to them in theAgreement referenced above.

EXCEPT AS PROVIDED HEREIN, all the terms and conditions of the Agreement shall remain in full force and effect.

City of Pi .• ntia
By:

Name:

Title:

Date: o -i o
l w
kAitt6ntt (ilk
Document ID: 326473531 b6e1620785fa0423030425ba410df1521eca2649946b306ed9f3312 MetaSource, LLC
By: it
11 Signer ID: QVM4NF46K9...

Name: Randy Powell
Title: Vice President
Date: 7.16.2024
5 Exhibit A - Pricing Table
Item
Unit
Cost per
item
Comments
Document preparation for letter,
legal and 11x17 sized pages
Black and white scanning of letter,
legal and 11x17 sized pages
Grayscale/color scanning of letter,
legal and 11x17 sized pages
Document preparation for large
format pages
Black and white scanning of Targe
format pages
Grayscale/color scanning of large
format pages
File re -assembly
Indexing documents (per field)
Importation into permit tracking
system and Laserfiche
Cost of Archival Quality CD/DVD
Shredding Services
Additional Metadata /Index Fields
One-time setup fee
Pickup and deliver
Microfilm Scanning
Microfiche Scanning
100% Image QC
Black and white scanning of letter,
legal and 11x17 sized pages
Grayscale/color scanning of letter,
legal and 11x17 sized pages
Hourly
$34.00
Page $0.0365
Page $0.0425
Drawing
Drawing $1.39
Drawing $1.68
Hourly $34.00
Fields $0.37
No charge
DVD $50.00
Box $2.55
Field No Charge
One-time $5,000.00
Trip $25.00
Image $0.0175
Image $0.0565
Image $0.0198
Page $0.0265
Page $0.0325
Contractor will establish a rate per hour
upon completion of proof of concept;
current estimate based similar projects
is 600 pages per hour
600 DPI
600 DPI
No Charge Included in scan price
Includes drawing preparation
Includes drawing preparation
Contractor will establish not to exceed
rate per hour based on final
requirements
Up to 30 keystrokes
Backup to DVD
Based on shred and recycle, certificate
of destruction included
Based on a City -provided data file and
utilization of match and merge auto -
population process
Includes import process development
and MetaView implementation
From City location within 5 miles
Roll film
Fiche scanning
Post scan and data entry image QC
300 DPI
300 DPI
6 CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH

METASOURCE, LLC
THIS AGREEMENT is made and entered into this 5th day of December, 2023 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and METASOURCE, LLC, a Delaware Limited Liabiity Company ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide citv-wide diaital document scanning services for the purposes of record retention for each citywide department/division as more fully described herein; and B. WHEREAS, Consultant 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 Consultant 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 CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant'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 Consultant 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 consultants in similar fields and circumstances in accordance with sound professional practices. Consultant 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 Consultant's performance of this Agreement. Consultant 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 Consultant 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 Consultant to comply with this section.

1.3. Performance to Satisfaction of City. Consultant 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:
7 (a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant 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. Consultant 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. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable 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 solely by reason of a judicial order finding of Consultant's material breach of performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant 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. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant 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. Consultant 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. Consultant acknowledges that City may enter into agreements with other consultants 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. Delegation and Assianment. 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. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independantly applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.
2 8

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written 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. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed two hundred eiahtv-five thousand dollars Dollars ($ 285,000.00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant'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 Consultant 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 Consultants standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Administrator or his/her designee is authorized to approve a Change Order for such additional services.

2.3. Method of Billing. Consultant 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 Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant'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 Consultant'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 scope of services approved by City as set forth in Exhibit "A."

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 3 9

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 Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant 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 December 5, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The contract may also be extended for an additional two-year term based on the City's discretion and contractor performance.

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 Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant 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 Consultant 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 Consultant 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 Consultant, 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
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4 10

4.3. Compensation. In the event of termination, City shall pay Consultant 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, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant 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 Tess 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 Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(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 Consultant. Consultant 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 for losses arising from work performed by Consultant 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 Consultant shall file with the City Clerk's Office 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 5 11

Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant 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 City Clerk's Office 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 consultant to comply with this section. (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 occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

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 Consultant under this Agreement are adequate to protect Consultant.

If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant 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 Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant 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, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant'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 6 12

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 Consultant'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. Consultant 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 -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 Consultant 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.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant 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.
7 13

Consultant 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 Consultant without the express written approval by the City. Consultant 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 CONSULTANT:

Metasource, LLC
3630 E. Miraloma Street
Anaheim, CA 92806
Tel: (805) 508-5743
Mobile: (714) 334-1322
Attn: Steve Cooley
With a copy to:

MetaSource, LLC
Legal Department
12162 South Business Park Drive
Suite 113
Draper, UT 84020
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8124
Fax: (714)961-0283
Attn: City Clerk

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. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant'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 Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
8 Metasource, LLC
14 6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant'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 Consultant, 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 Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant 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 Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant 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 Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant 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. Consultant 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 Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant 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. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant 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, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant 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, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby 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.
9 15

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant 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 Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant 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 Consultant. City shall indemnify and hold harmless Consultant 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 Consultant.

Consultant 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. Consultant or Consultant'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. Consultant 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 Consultant, 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 Consultant 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. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant'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, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, 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 Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design 10 16

drawings, estimates and other Consultant 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. Consultant 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 Consultant'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 Rights. This Agreement is entered into for the sole benefit of City and Consultant 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 or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the 11 17

offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

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.

CITY OF PLACENTIA,
A municipal corporation
City Administrator
ATTEST:
�iW6-/41. /1 -AA./
Robert S. McKinn&" II City Clerk
12 Date: ot, 3 i 24
Metasource, LLC
18 CONSULTANT METASOURCE, LLC
cult P
vigt4NF46K9...

RANDY POWELL, VICE PRESIDENT
Name and Title
not publicly disclosed
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Date: January 22, 2024
05/2-
(714C--
Date:

Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Rosanna Ramirez, Deputy City
Administrator
APPROVED AS TO CONTENT:

Project Manager

DEPARTMENTAL APPROVAL
Warne, Title
Date:

Date:
of/3I/aoay
1)/ -10Y --Date: (//(:(511
tgAt
13 Document ID: 4d33f72e16b73da7e06d1a83f713bb2e8a5d03393f0150990ca6dc3c432e365f 19 EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
14 Metasource, LLC
20 Budget illustration:

Development Services and Public Works
File Scanning
Provided for:

City of Placentia
Prepared by:
'NN`
metasource
Steve Cooley, Strategic Account Manager
3630 E. Mfra[oma Street
Anaheim, CA 92806
Mobile 714,334,1322
scoo([email protected]
November 6, 2023
r
21 November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner I Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for Development Services and Public Works File Scanning to the City of Placentia (the City).

I hope the information provided satisfies your immediate request; if you have any questions or require additional information, please do not hesitate to contact me at 714.334.1322 or [email protected]. MetaSource appreciates the opportunity to expand our existing relationship and stands ready to support these additional services for the City.

Regards,
Steve Cooley
Strategic Account Manager
, \ ` Financial Fifes Scanning Budget Illustration 2
22 Budget Illustration
The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
• Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed.

File type Notal Images
Prep hour
Indexed by
Index fields
Plans
Permit and
50,000 167 Address
Scanning Prep Indexing Pickup Post Scan QC
$ 1.6800' $ 34.0000 $ 0.37 $ 25.00 $ 0.0198
Total
4,000 $84,000.00 $4,857.14 $1,480.00 $25.00 $ 990.00 $91,352.14 Total
50,000 1 167
4,000 $84,000.00 1 $4,857.14 1 $1,480.00 $25.00 1 $ 990.00 1 $91,352.14 Financial Files Scanning Budget illustration 3
23 Budget illustration:

City Clerk File Scanning
Provided for:

City of Placentia
Prepared by
•1\‘`
netaF(m.arce•
Steve Cooley; Strategic Account Manager
3630 E. Mriraion« Street
Anaheim, CA 92806
Mobile 714.334.1322
c.coo[ev [email protected]—i
November 6, 202.q
•
24 metasource
November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner 1 Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for City Clerk File Scanning to the City of Placentia (the City).

Regards,
Steve Cooley
Strategic Account Manager
Financial Files Scanning Budget illustration 1
25 Budget Illustration
The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
• Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed.

Scanning 'Prep
Indexing
Pickup
Post Scan QC
$ 0.0265
$ 34.0000
$ 0.37
$ 25.00
$ 0.0198
File type
Total Images
Prep hour
Indexed by
Index fields
Certificate of Insurance
City Contracts
Minutes
Agenda Packets
Deed, Easements, Bond
Contract Cabinets
Contract Binders
198000
52000
70400
59400
6600
59400
70400
240
63 85
72 8
72 85
`Total 1 516,200 1 626 1
Name and date
Name and date
Meeting date
Meeting date
Name
Name and date
Name and date
1000 $ 5,247.00
2000 $ 1,378.00
400 $ 1,865.60
5 $ 1,574.10
200 $ 174.90
1350 $ 1,574.10
1600 $ 1,865.60
$ 8,160.00
$ 2,143.03
$ 2,901.33
$ 2,448.00
$ 272.00
$ 2,448.00
$ 2,901.33
$ 370.00
$ 740.00
$ 148.00
$ 1.85
$ 74.00
$ 499.50
$ 592.00
Total
$25.00 $ 3,920.40 $17,722.40
$ 1,029.60 $ 5,290.63
$ 1,393.92 $ 6,308.85
$ 25.00 $ 1,176.12 $ 5,225.07
$ 130.68 $ 651.58
$25.00 $ 1,176.12 $ 5,722.72
$ 1,393.92 $ 6,752.85
6,555 ( 513,679.30 1 $21,273.70 1 $2,425.35 1 $75.001 $ 10,220.76 1 $47,674.11 Financial Ries Scanning 'Budget illustration 2
26 Budget i[[ustraticn:

City Files at the La Jolla Street File Scanninc
Provided for:

City of Placentia
Prepared h
"\‘`
metasource
Steve- Cooley„ Strategic Account Manager
3630 E. Mire[om_ Street
Anaheim, O.A. 92'806
iMobife 74.334..1322
scoo(ey@[netasource.com
November 6, 2023
•
27 m e t a s o u n c.c.; i`
November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner 1 Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for City Files at La Jolla Street File Scanning to the City of Placentia (the City).

Regards,
Steve Cooley
Strategic Account Manager
Financial Files Scanning Budget Illustration
28 Budget Illustration
The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed.

File type
City Files at La Jolla
Scanning
Prep
Indexing
Pickup
$ 0.0265
$ 34.0000
$ 0.37 $25.00
Post Scan QCI
$ 0.0198
Total
5,096.52 $25,140.62
$ -
Total Images !Prep 'lour Indexed by !Index fields
257,400 312 Name and date 7,000 $ 6,821.10 $10,608.00 $2,590.00 $25.00 $ Total
257,400 ( 312 : 7,000 $ 6,821 10 , $10,608 00 i $2,590.00 $25.00 $ 5,096.52 ' 525,140.62 Financial Files Scanning Budget illustration 2
29 Budget FFFustrat:iort:

Community Services File Scanning
Provided for:

City of Placentia
Prepared by:
metap,ni irfF
Steve Cooley, Strategic Account [\4artager

3.630 E. N iraFoma Street
A(ia[ieini, CA 92806
Mobile 714.334.1322
[email protected]
November r 6. 2023
•
30 metasc)o ct_
November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner 1 Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for Community Services File Scanning to the City of Placentia (the City).

Regards,
Steve Cooley
Strategic Account Manager
Financial Fifes Scanning Budget illustration 1
31 +'•- tv % .y . + r•. -
r
The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
• Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed.

Scanning
$ 0.0265
File type
Registrations
Active Net Reports
RFP's
Grant Documents
Placentia Community Foundation
Event Permits
Offsite Park Programs
Cash deposits for Events
'Total Images IPrep hour !Indexed by
2200 1 Program name & Alpha
2200 1 Date
4400 2 Name and date
4400 2 Name and year
6600 3 Name and date
2200 1 Booking Month and year
6600 3 Program name & Alpha
4400 2 Name
Index fields
1000
2000
400
5 100
36 26
100

58.30 58.30
116.60
116.60
174.90

58.30 174.90
116.60
Prep Indexing !Pickup
$ 34.0000 $ 0.37 525.00

90.67 90.67
181.33
181.33
272.00

90.67 272.00
181.33
370.00 525.00
740.00
148.00

1.85 37.00

13.32 9.62

37.00 Post Scan QC

0.0198

43.56 43.56

87.12 87.12
130.68

43.56 130.68

87.12 Total
$ 587.53
$ 932.53
$ 533.05
$ 386.90
5 614.58
$ 205.85
$ 587.20
$ 422.05
Total
33,0001 15
3,667 I $ 874501 $ 1,360.001 $ 1,356.79
525.001 $ 653.401 $ 4,269.69
Finc:ricial Ries Scanning Budget i1[ustr2ticr 2
32 Budget illustration:

Financial Files Scanning
Provided for:

City of Placentia
Prepared Ey:
"NN`
metasource
Steve Cooley, Strategic Account Manager
3630 E. Miraioma Street
Anaheim, CA 92806
Mobile 714,334,13%2
[email protected]
November 6, 2023
•
33 "N"
rrmetasour'c..;e
November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner 1 Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for Financial Files Scanning to the City of Placentia (the City).

Regards,
Steve Cooley
Strategic Account Manager
Financial Files SCailiting Budget illustration i
34 The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
• Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed. (File type
fAccounts Payable
(Cash Receipts
'Payroll Files
'Employee Files
Tax Documents
Journal Entries
Invoices
Business Licenses
Miscellaneous Docs
'Total lmagPrep hour{Indexed by
540,000 655 Check number
43,750
35,100
27,160
15,000
7,500
15,000
7,500
53 From & thru date
43 Year and pay period number
33 Last, First name
18 Year and Form type
9 JE number (7 digit)
18 Invoice Month
9 Alpha folders
50,000 61 TBD
Total
741,010 898
'Index fields
36,000
400
78 1,552
25 45
36 75
1,000
39,211
Scanning Prep Indexing Pickup Post Scan QC
$ 0.0265 $ 34.0000' $ 0.37 $ 25.00 I $ 0.0198
$14,310.00
$ 1,159.38
$
$ 1,325.00
S19,636.77
930.15
719.74
397.50
198.75
397.50
198.75
$22,254.55
$ 1,803.03
$ 1,446.55
$ 1,119.32
$ 618.18
$ 309.09
$ 618.18
$ 309.09
$ 2,060.61
$30,538.59
Total
$13,320.00 $25.00 $ 10,692.00 $6o,601.55
$ 148.00 $ 866.25 $ 3,976.66
$ $ 694.98 1 $ 3,100.54
$ $25.00 $ 537.77 $ 2,976.07
$ $ 297.00 $ 1,321.93
$ $ 148.50 $ 672.99
$ $ 297.00 $ 1,326.00
$ 148.50 $ 709.09

28.86 574.24

9.25 16.65

13.32 $ 27.75 $25.00
$ 370.00 $ 990.00 $ 4,745.61
$14,508.07 I 675.00 1 $ 14,672.001 $79,430.43
Financial Files Scanning Budget illustration 2
35 Budgetitiu.stration:

File Department File Scanning
Provided for:

City of Placentia
Prepared by:
"‘
metasourcL:

Steve Cooley, Strategic Account Manager
3630 E. !Viiratoma Street
Anaheim, CA 92806
Mobile 714..33.41327
scoo[ev(5DmetasoUrcecom
November 6, 2023
•
36 /IINA
rnetAsou! c;e
November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner I Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for Fire Department File Scanning to the City of Placentia (the City).

Regards,
Steve Cooley
Strategic Account Manager
Financial Files Scanning Budget illustration 2
37 Budget Illustration
The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
• Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed.

Scanning
Prep
Indexing
Pickup
Post Scan QC
$0.0265/$

1.68 $ 34.0000
$ 0.37
$ 25.00
File type
Total Images
Prep hour
Indexed by
Plans 160 2 Address
'Inspection reports 4400 5 Address
Total

0.0198
Index fields Total
60 $ 268.80 $ 6.59 $ 22.20 $25.00 $ 3.17 '$ 325.76
800 $ 349.80 $ 544.00 $ 296.00 $ 261.36 '$1,451.16
4,560 7 1 860 I $ 618.60 $ 550.59 1 $318.20 $25.00 $ 264.53 $1,776.92 Financial Flies Scanning Budget lust, aticn 3
38 illustration:

Human Resources File Scanning
Provided for:

City of Placentia
Prepared ei-'are-c by.
"NI
metasource
Steve Cooley, Strate`ic Account: Manager
'-',6=<0 E. Mirafcma Street
e`-` naileir"t 1. CA 92206
Mobile !!zi.:,34..132
scooleyleo nletasource.com
November 2023
•
39 '\‘`
November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for Human Resources File Scanning to the City of Placentia (the City).

Regards,
Steve Cooley
Strategic Account Manager
Financial Files Scanning Budget illustration 2
40 Scanning Prep Indexing Pickup
Index fields
Employee files 15,000 44 Employee number 720 $
Recruitment files 4400 5 Employee number 75 $
Workers Comp 8800 11 Alpha index 150 $
Budget Illustration
The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
• Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed.

File type
Total Images
Prep hour
Indexed by
Post Scan QC
$ 0.37 $ 25.0

0.0265 1 $ 34.0000 0 $ 0.0198
Total
954.00 $ 1,483.64 $ 266.40 $25.00 $ 712.80 '$ 3,441.84
116.60 $ 181.33 $ 27.75 $25.00 $ 87.12 '$ 437.80
233.20 $ 362.67 $ 55.50 $ 25.00 $ 174.24 $ 850.61
Total
28,200 1 60
945 $ 1,303.80 $ 2,027.64 $ 349.65 $75.00 $ 974.16 $ 4,730.25 Financial Files Scanning Budget Iliustratiori 3
41 Eucg,et i[[ustrEtioF :

Police Department Incident Report
File Scanning
Provided for:

City of Placentia
Prepared by:
''‘‘`
metasourne
Steve Cooley, Strategic Account Manager
3650 E. N lira[cma Street
Anaheim, CA 92806
Mobile 714,334.1322
scac[[email protected]
November 6, 2023
•
42 metasounce
November 6, 2023
City of Placentia
Andrew A. Gonzales, Senior Planner Development Services Department 401 East Chapman Avenue
Placentia, CA 92870
Via: [email protected]
Dear Andrew:

Thank you for the opportunity for MetaSource to submit this proposal and budget illustration for Police Incident Reports File Scanning to the City of Placentia (the City).

Regards,
Steve Cooley
Strategic Account Manager
Financial Flies Scanning Budget Illustrator 2
43 Budget Illustration
The budget illustration presented below is predicated upon:
• MetaSource's site visits and observations
• City -provided specifications and volume estimates
• Unit pricing from MetaSource's RFP response provided to the City on August 22, 2022 We will perform a proof of concept (POC) to test the solution. The POC, deployed in a production environment, would be comprised of an actual live work. It will serve to test all agreed upon service levels (e.g., image quality, data accuracy, output, upload) prior to full ramp and production. Any required changes that may impact the assumptions and scope of work will be noted and the City will be notified of any pricing changes. Actual charges will be based on the actual volume processed.

Scanning
Prep !Indexing
Pickup
$ 0.0265
File type
Total Images
Prep hour
Indexed by
Reports 10 Years 257,400 512 Report number
Total ! 257,400 1 512
$ 34.0000 $ 0.37
$ 25.00
Post Scan QC
$ 0.0198
Index fields Total
50,000 $11,193.60 $17,408.00 518,500.00 $25.00 $ 8,363.52 r$55,490.12 15 i
! 50,000
511,193.60 517,408.00 518,500.00 525.00 5 8,363.52
555,490.12
Financia! Files Scartn ng Budget illustration 3
44 EXHIBIT B

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
15 45

AC'ORQO DATE (MM/DD/YYYY)
1/31/2024
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 Phone No.: (212) 488-0200 I CONTACT NAME: Andy Moy

CERTIFICATE OF LIABILITY INSURANCE
EPIC Insurance Brokers & Consultants
1140 Avenue of the Americas
New York, NY 10036

INSURED
MetaSource, LLC
12162 South Business Park Dr.

Suite 113
Draper, UT 84020
E-MAIL ADDRESS: [email protected]
INSURER A:

INSURER B:

INSURER C:

INSURER D:

INSURER E:

INSURER F:

INSURERISI AFFORDING COVERAGE
American Zurich Insurance Company
American Guarantee and Liability Ins. Co.

Indian Harbor Insurance Company
Beazley Insurance Company
NAIC 11
40142
26247
36940
37540
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTPIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH DO LIC ES. LI'v1ITS SHOWN MAY HAVE BEEN EDUCED BY PAID CLAIMS.

INSR ADDL SUBR - POLICY EFF POLICY EXP
LTR TYPEOFINSURANCE 1r�)D Sf'/D POLICYNUMBER (Vp/DD/YYYV1 ItIpi Trrvvvvi A x COMMERCIAL GENERAL LIABILITY X X CPO -5721462-00 09/27/2023 09/27/2024

CLAIMS -MADE X OCCUR
Contractual Liability

GEN'L AGGREGATE LIMIT APPLIES PER
X

POLICY PRO-
JECT
OTHER:

A AUTOMOBILE LIABILITY

X ANY AUTO

ALL OWNED
_ AUTOS

X HIRED AUTOS
B
A
C
D
X
LOC

SCHEDULED
AUTOS

X NON -OWNED
AUTOS

UMBRELLA LIAB X

EXCESS LIAR
OCCUR

CLAIMS -MADE
DED RETENTION S10,000

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE

OFFICER/MEMBER EXCLUDED')
(Mandatory in NH)
If yes. describe under
DESCRIPTION OF OPERATIONS below
Cyber/Tech and E&O
YIN
N
Crime and Employee Dishonesty
X X CPO -5721462-00 09/27/2023 09/27/2024
N/A
AUC -5721465-00
X WC -5721463-00
F17271787 001
09/27/2023 09/27/2024
09/27/2023 09/27/2024

EACH OCCURRENCE
LIMITS
$1,000,000
$1 ,000,000
$ 15,000
$1,000,000
$2,000,000
$2,000,000

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OPAGG
L:UMBINEU SINGLE LIMI I
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)

EACH OCCURRENCE

AGGREGATE

X I STATIITF OERH
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $1,000,000
E.L. DISEASE - POLICY LIMIT $1,000,000
$1,000,000
$
$
$
$
$20,000,000
$20,000,000
$
$1,000,000
10/27/2023 09/27/2024 Limit: $5,000,000 Each Claim & Annual Agg.

V35C7D230101 09/27/2023 09/27/2024 Limit: $5,000,000 Each Occurrence 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, its officers, officials, agents,employees and volunteers are included as Additional Insureds under blanket General Liability for ongoing and completed operations and under blanket Auto Liability, to the extent required by written contract. A blanket Waiver of Subrogation applies in favor of the Additional Insureds, under General Liability, Auto Liability, and Workers Compensation if required by contract. Above coverage is Primary and Non-contributory, and Umbrella Liability is on follow -form basis and in excess of the General Liability, Automobile Liability, and Employers Liability. Separation of insureds clause applies. Policies include thirty (30) days prior written notice in the event of cancellation, and Ten (10) days prior written notice in the event of non-payment of premium provisions.

COVERAGE CONTINUES ON PAGE 2

CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E. Chapman Ave.

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 PROVISION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserve 46 The ACORD name and logo are registered marks of ACORD

Page 1 of 2 ends

ACOI?D

ADDITIONAL REMARKS SCHEDULE
NAMED INSURED: CERTIFICATE HOLDER:

City of Placentia
401 E. Chapman Ave.

Placentia, CA 92870
MetaSource, LLC
12162 South Business Park Dr.

Suite 113
Draper, UT 84020

ADDITIONAL REMARKS / COVERAGE CONTINUED
DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES:

Additional Named Insureds:
• Orion Financial Group, Inc.
• Digiscribe International, LLC
Excess Cyber/Tech and E&O:

Policy Number: 01MRCT0000259-01
Policy Term: 10/27/2023 — 09/27/2024
Limit: $5M excess of $5M - Total Limit at $10,000,000
Insurer Affording Coverage: Lloyd's of London
Excess Crime:

Policy Number: 652501278
Policy Term: 09/27/2023 — 09/27/2024
Limit: $5M excess of $5M - Total Limit at $10,000,000
Insurer Affording Coverage: Continental Casualty Insurance Company (NAIC #20443) ACORD 25 (2016/03)

Page 2 of 2 ends

The ACORD name and logo are registered marks of ACORD
47 Technology Liability Enhancement Endorsement — o
Utah ZURICH
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. CPO 5721462 - 00 Effective Date: 09/27/2023
This endorsement modifies insurance provided under the:

Commercial General Liability Coverage Part
A. Broadened Named Insured

1. The following is added to Section II — Who Is An Insured:

Any organization of yours, including any partnership or joint venture, which is not shown in the Declarations, and over which you maintain an ownership interest of more than 50% of such organization as of the effective date of this Coverage Part, will qualify as a Named Insured. However, such organization will not qualify as a Named Insured under this provision if it:
a. Is newly acquired or formed during the policy period; b. Is also an insured under another policy, other than a policy written to apply specifically in excess of this Coverage Part; or
c. Would be an insured under another policy but for its termination or the exhaustion of its limits of insurance.

Each such organization remains qualified as a Named Insured only while you maintain an ownership interest of more than 50% in the organization during the policy period.

2. The last paragraph of Section II — Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision.

B. Newly Acquired or Formed Organizations as Named Insureds

1. Paragraph 3. of Section II — Who Is An Insured is replaced by the following:

3. Any organization you newly acquire or form during the policy period, including any partnership or joint venture, and over which you maintain an ownership interest of more than 50% of such organization, 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 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 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.

An additional premium will apply in accordance with our rules and rates in effect on the date you acquired or formed the organization.

2. The last paragraph of Section II — Who Is An Insured does not apply to this provision to the extent that such paragraph would conflict with this provision.

C. Insured Status — Employees
Paragraph 2.a.(1) of Section II — Who Is An Insured is replaced by the following:

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

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Page 1 of 12 ends

2. Each of the following is also an insured:
a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for:
(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 employment 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:

Paragraphs (1)(a) and (1)(d) do not apply to "bodily injury" arising out of his or her providing or failing to provide:
(i)
Medical or paramedical services to persons performed by any physician, dentist, nurse, emergency medical technician, paramedic or other licensed medical care person employed by you to provide such services, or volunteering for you to provide such services; or (ii) "Good Samaritan Acts" performed by any non -licensed medical care person employed by you or volunteering for you,
So long as such "employee" or "volunteer worker" is performing duties related to the conduct of your business.
"Good Samaritan Acts" mean any assistance of a medical nature rendered or provided in an emergency situation for which no remuneration is demanded or received.

Paragraphs (1)(a), (b) and (c) do not apply to any "employee" designated as a supervisor or higher in rank, with respect to "bodily injury" to co -"employees". As used in this provision, "employees" designated as a supervisor or higher in rank means only "employees" who are authorized by you to exercise direct or indirect supervision or control over "employees" or "volunteer workers" and the manner in which work is performed.

D. Insured Status — Amateur Athletic Participants
Section II — Who Is An Insured is amended to include as an insured any person you sponsor while participating in amateur athletic activities. However, no such person is an insured for:
a. "Bodily injury" to:
(1) Your "employee", "volunteer worker" or any person you sponsor while participating in such amateur athletic activities; or
(2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company) while participating in such amateur athletic activities; or b. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody or control of, or over which the physical control is being exercised for any purpose by:
(1) Your "employee", "volunteer worker" or any person you sponsor; or (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company).

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

U -GL -2220-A UT (08/21)

Page 2 of 12 ends

E. Additional Insureds — Lessees of Premises

1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee.

This provision does not apply after the person or organization ceases to lease or rent premises from you.

However, the insurance afforded to such additional insured:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured.

2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph E.1. of this endorsement; or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations.

F. Additional Insured — Vendors

1. The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property damage" included in the "products -completed operations hazard":

Section II — Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph F. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business:

However, the insurance afforded to such vendor:
a. Only applies to the extent permitted by law; and
b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured.

2. With respect to the insurance afforded to these vendors, the following additional exclusions apply:
a. The insurance afforded the vendor does not apply to:
(1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you;
(3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
(6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (5)
Includes copyrighted material of Insurance Services Office, Inc., with its permission.

U -GL -2220-A UT (08/21)

Page 3 of 12 ends

(7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(a) The exceptions contained in Subparagraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage Part.

3. With respect to the insurance afforded to the vendor under this endorsement, the following is added to Section 111 — Limits Of Insurance:

The most we will pay on behalf of the vendor is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph F.1. of this endorsement; or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations.

G. Additional Insured — Managers, Lessors or Governmental Entity

1. Section II — Who Is An Insured is amended to include as an additional insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, 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
b. The acts or omission of those acting on your behalf; and resulting directly from:
a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization.

2. This provision does not apply:
a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage" or offense that caused "personal and advertising injury"; b. To any person or organization included as an insured under Paragraph 3. of Section 11 — Who Is An Insured; c. To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires; d. To any:
(1) Owners or other interests from whom land has been leased by you; or Includes copyrighted material of Insurance Services Office, Inc., with its permission.

U -GL -2220-A UT (08/21)

Page 4 of 12 ends

(2) Managers or lessors of premises, if:
(a) The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant in that premises;
(b) The "bodily injury", "property damage" or "personal and advertising injury" arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or
(c) The premises are excluded under this Coverage Part.

3. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section III — Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph G.1. of this endorsement; or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is Tess.

This Paragraph G. shall not increase the applicable Limits of Insurance shown in the Declarations.

H. Additional Insured — Other Persons or Organizations

1. Section 11 — Who Is An Insured is amended to include as an insured any person or organization who does not qualify as an additional insured under Paragraphs E. through Paragraph G. of this endorsement so long as you are required to add such person or organization as an additional insured on this policy under a written contract or written agreement, 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
b. The acts or omissions of those acting on your behalf.

2. With respect to the insurance afforded to the additional insureds under this Paragraph H., the following additional exclusions apply:

The insurance afforded to the additional insured under this Paragraph H. does not apply to any person or organization:
a. For "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional service;
b. For "bodily injury" or "property damage" included in the "products -completed operations hazard"; or c. Who is scheduled as an additional insured under another endorsement attached to this policy.

3. With respect to the insurance afforded to the additional insureds under this Paragraph H., the following is added to Section III — Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:
a. Required by the written contract or written agreement referenced in Subparagraph H.1. of this endorsement; or
b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less.

This Paragraph H. shall not increase the applicable Limits of Insurance shown in the Declarations.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

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I. Damage to Premises Rented or Occupied by You

1. The last paragraph under Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

Exclusions c. through n. do not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Section III — Limits Of Insurance.

2. Paragraph 6. of 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 any one premises while rented to you or temporarily occupied by you with permission of the owner.

J. Broadened Contractual Liability
The "insured contract" definition under the Definitions Section is replaced by the following:
"Insured contract" means:
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 "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement;
c. Any easement or license agreement;
d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage", or "personal and advertising injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

Paragraph f. does not include that part of any contract or agreement:
(1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or
(2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities.

K. Limited Contractual Liability Coverage — Personal and Advertising Injury

1. Exclusion e. of Section I — Coverage B — Personal And Advertising Injury Liability is replaced by the following:

This insurance does not apply to:
e. Contractual Liability
"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.

This exclusion does not apply to liability for damages:
(1) That the insured would have in the absence of the contract or agreement; or Includes copyrighted material of Insurance Services Office, Inc., with its permission.

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(2) Assumed in a written contract or written agreement that is an "insured contract", provided the "personal and advertising injury" occurs subsequent to the execution of the written contract or written agreement. Solely for purposes of liability so assumed in such written contract or written agreement, reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "personal and advertising injury", provided:
(a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same written contract or written agreement; and
(b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged.

2. Paragraph 2.d. of Section 1 — Supplementary Payments — Coverages A and B is replaced by the following:
d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee;

3. The following is added to the paragraph directly following Paragraph 2.f. of Section 1 — Supplementary Payments — Coverages A and B:

Notwithstanding the provisions of Paragraph 2.e.(2) of Section 1 — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "personal and advertising injury" and will not reduce the limits of insurance.

L. Supplementary Payments
The following changes apply to Supplementary Payments — Coverages A and B:

Paragraphs 1.b. and 1.d. are replaced by the following:
b. Up to $5,000 for the 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. 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 $1,000 a day because of time off from work.

M. Broadened Property Damage

1. Property Damage to Contents of Premises Rented Short -Term The paragraph directly following Paragraph (6) in Exclusion j. of Section 1 — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to premises, including "property damage" to the contents of such premises, rented to you under a rental agreement for a period of 14 or fewer consecutive days. A separate Limit of Insurance applies to Damage to Premises Rented to You as described in Section III — Limits Of Insurance.

2. Elevator Property Damage
a. The following is added to Exclusion j. of Section 1 — Coverage A — Bodily Injury And Property Damage Liability:

Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising out of the use of an elevator at premises you own, rent or occupy.
b. The following is added to Section 111 — Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy is $25,000 per "occurrence".

3. Property Damage to Borrowed Equipment
a. The following is added to Exclusion j. of Section 1 — Coverage A — Bodily Injury And Property Damage Liability:

Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow from others at a jobsite.

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b. The following is added to Section 111 — Limits Of Insurance:

Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to equipment you borrow from others is $25,000 per "occurrence".

N. Expected or Intended Injury or Damage
Exclusion a. of Section 1 — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

This insurance does not apply to:
a. Expected Or Intended Injury Or Damage
"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.

O. Definitions — Bodily Injury
The "bodily injury" definition under the Definitions Section is replaced by the following:
"Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death sustained by that person which results from that bodily injury, sickness or disease.

P. Non -Owned Aircraft, Auto and Watercraft
Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following:

This insurance does not apply to:

9. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading".

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 "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is:
(a) Less than 75 feet long; and
(b) Not being used to carry persons for a charge;
(3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured;
(4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) An aircraft that is hired or chartered by you or loaned to you, with a paid and licensed crew, and is not owned in whole or in part by an insured; or
(6) "Bodily injury" or "property damage" arising out of:
(a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment".

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Q. Definitions — Leased Worker, Temporary Worker and Labor Leasing Firm

1. The "leased worker" and "temporary worker" definitions under the Definitions Section are replaced by the following:
"Leased worker" means a person leased to you by a "labor leasing firm" under a written agreement between you and the "labor leasing firm", to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker".
"Temporary worker" means a person who is furnished to you to support or supplement your work force during "employee" absences, temporary skill shortages, upturns or downturns in business or to meet seasonal or short-term workload conditions. "Temporary worker" does not include a "leased worker".

2. The following definition is added to the Definitions Section:
"Labor leasing firm" means any person or organization who hires out workers to others, including any:
a. Employment agency, contractor or services;
b. Professional employer organization; or
c. Temporary help service.

R. Definition — Mobile Equipment
Paragraph f. of the "mobile equipment" definition under the Definitions Section is replaced by the following:
f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo.

However, self-propelled vehicles with the following types of permanently attached equipment, exceeding a combined gross vehicle weight of 1000 pounds, are not "mobile equipment" but will be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning;
(2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and
(3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment.

S. Definitions — Your Product and Your Work
The "your product" and "your work" definitions under the Definitions Section are replaced by the following:
"Your product":
a. Means:
(1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products.
b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your product"; and (2) The providing of or failure to provide warnings or instructions.

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c. Does not include vending machines or other property rented to or located for the use of others but not sold. "Your work":
a. Means:
(1) Work, services or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work, services or operations. b. Includes:
(1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance, use, handling, maintenance, operation or safety of "your work"; and (2) The providing of or failure to provide warnings or instructions.

T. Expanded Personal and Advertising Injury Definition

1. The "personal and advertising injury" definition under the Definitions Section is replaced by the following:
"Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; g. Infringing upon another's copyright, trade dress or slogan in your "advertisement"; or h. Discrimination, harassment or segregation, based on sex, sexual orientation, gender identity, gender expression, marital status, race, creed, religion, national origin, age, physical capabilities or mental capabilities, except to the extent:
(1) Insurance for the discrimination, harassment or segregation is prohibited by law; or (2) The discrimination, harassment or segregation directly or indirectly relates to the employment, prospective employment or termination of employment of any person or persons by any insured.

As used in this endorsement, discrimination, harassment or segregation includes continuous or repeated exposure to substantially the same general harmful conditions.

2. Solely for the purposes of Paragraph 1.h. above, the following exclusion is added to Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability:

This insurance does not apply to:

Discrimination, Harassment Or Segregation Prior To Policy Period "Personal and advertising injury" arising out of any discrimination, harassment or segregation which formed the basis of an offense before the beginning of the policy period.

U. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions:

Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge.

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In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition.

You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim.

V. Other Insurance Condition
Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV — Commercial General Liability Conditions are replaced by the following:

4. Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured.

Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities.
b. Excess Insurance
(1) This insurance is excess over:
(a) Any of the other insurance, whether primary, excess, contingent or on any other basis:
(i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner;
(iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner;
(iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; or
(v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to:

Equipment you borrow from others; or
Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities.

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(c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis.

W. Unintentional Failure to Disclose All Hazards
Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the following:

6. Representations
By accepting this policy, you agree:
a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations.

Coverage will continue to apply if you unintentionally:
a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy.

You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part.

X. Waiver of Right of Subrogation
Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions is replaced by the following:

8. Transfer Of Rights Of Recovery Against Others To Us
a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them.

Our right to recover is subordinate to the insured's right to be fully compensated. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest.

Y. In Rem
Section IV — Commercial General Liability Conditions is amended to add the following:

In Rem
Any "suit" brought as an action in rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such "suit" were brought against the insured.

Z. Liberalization Condition
The following condition is added to Section IV — Commercial General Liability Conditions:

Liberalization Clause
If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy.

All other terms, conditions, provisions and exclusions of this policy remain the same.

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Blanket
Notification to Others of Cancellation
or Non -Renewal
ZURICH®
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. CPO 5721462 - 00
This endorsement applies to insurance provided under the:

Commercial General Liability Coverage Part
Effective Date: 09/27/2023
A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. Such list:

1. Must be provided to us prior to cancellation or non -renewal;

2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and

3. Must be in an electronic format that is acceptable to us.

B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list:

1. Within 10 days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or

2. At least 30 days prior to the effective date of:
a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal, unless a greater number of days is shown in the Schedule of this endorsement for the mailing or delivering of such notification with respect to Paragraph B.1. or Paragraph B.2. above.

C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not:

1. Extend the Coverage Part cancellation or non -renewal date;

2. Negate the cancellation or non -renewal; or

3. Provide any additional insurance that would not have been provided in the absence of this endorsement.

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Coverage Extension Endorsement
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. CPO 5721462 - 00 Effective Date: 09/27/2023
This endorsement modifies insurance provided under the:

Business Auto Coverage Form
Motor Carrier Coverage Form
A. Amended Who Is An Insured

1. The following is added to the Who Is An Insured Provision in Section II — Covered Autos Liability Coverage:

The following are also "insureds":
a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less.

2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form:

Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form.

B. Amendment — Supplementary Payments
Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II — Covered Autos Liability Coverage are replaced by the following:
(2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have 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.

C. Fellow Employee Coverage
The Fellow Employee Exclusion contained in Section II — Covered Autos Liability Coverage does not apply.

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D. Driver Safety Program Liability and Physical Damage Coverage

1. The following is added to the Racing Exclusion in Section II — Covered Autos Liability Coverage:

This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations.

2. The following is added to Paragraph 2. in B. Exclusions of Section III — Physical Damage Coverage of the Business Auto Coverage Form and Paragraph 2.b. in B. Exclusions of Section IV — Physical Damage Coverage of the Motor Carrier Coverage Form:

This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations.

E. Lease or Loan Gap Coverage
The following is added to the Coverage Provision of the Physical Damage Coverage Section:

Lease Or Loan Gap Coverage
In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the lease or loan for a covered "auto", less:
a. Any amount paid under the Physical Damage Coverage Section of the Coverage Form; and b. Any:
(1) Overdue lease or 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 leases or loans.

F. Towing and Labor
Paragraph A.2. of the Physical Damage Coverage Section is replaced by the following:

We will pay up to $75 for towing and labor costs incurred each time a covered "auto" that is a "private passenger type", light truck or medium truck is disabled. However, the labor must be performed at the place of disablement.

As used in this provision, "private passenger type" means a private passenger or station wagon type "auto" and includes an "auto" of the pickup or van type if not used for business purposes.

G. Extended Glass Coverage
The following is added to Paragraph A.3.a. of the Physical Damage Coverage Section:

If glass must be replaced, the deductible shown in the Declarations will apply. However, if glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced.

H. Hired Auto Physical Damage — Increased Loss of Use Expenses The Coverage Extension for Loss Of Use Expenses in the Physical Damage Coverage Section is replaced by the following:

Loss Of Use Expenses
For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or written rental agreement. We will pay for loss of use expenses if caused by:
(1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto";
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(2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or
(3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto".

However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3000.

I. Personal Effects Coverage
The following is added to the Coverage Provision of the Physical Damage Coverage Section:

Personal Effects Coverage
a. We will pay up to $750 for "loss" to personal effects which are:
(1) Personal property owned by an "insured"; and
(2) In or on a covered "auto".
b. Subject to Paragraph a. above, the amount to be paid for "loss" to personal effects will be based on the lesser of:
(1) The reasonable cost to replace; or
(2) The actual cash value.
c. The coverage provided in Paragraphs a. and b. above, only applies in the event of a total theft of a covered "auto". No deductible applies to this coverage. However, we will not pay for "loss" to personal effects of any of the following:
(1) Accounts, bills, currency, deeds, evidence of debt, money, notes, securities, or commercial paper or other documents of value.
(2) Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry, watches, precious or semi-precious stones.
(3) Paintings, statuary and other works of art.
(4) Contraband or property in the course of illegal transportation or trade. (5) Tapes, records, discs or other similar devices used with audio, visual or data electronic equipment.

Any coverage provided by this Provision is excess over any other insurance coverage available for the same "loss".

J. Tapes, Records and Discs Coverage
1 The Exclusion in Paragraph B.4.a. of Section 111 — Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.2.c. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply.

2. The following is added to Paragraph 1.a. Comprehensive Coverage under the Coverage Provision of the Physical Damage Coverage Section:

We will pay for "loss" to tapes, records, discs or other similar devices used with audio, visual or data electronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data electronic devices:
(a) Are the property of an "insured"; and
(b) Are in a covered "auto" at the time of "loss".

The most we will pay for such "loss" to tapes, records, discs or other similar devices is $500. The Physical Damage Coverage Deductible Provision does not apply to such "loss".

K. Airbag Coverage
The Exclusion in Paragraph B.3.a. of Section 111— Physical Damage Coverage in the Business Auto Coverage Form and the Exclusion in Paragraph B.4.a. of Section IV — Physical Damage Coverage in the Motor Carrier Coverage Form does not apply to the accidental discharge of an airbag.

L. Two or More Deductibles
The following is added to the Deductible Provision of the Physical Damage Coverage Section:

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If an accident is covered both by this policy or Coverage Form and by another policy or Coverage Form issued to you by us, the following applies for each covered "auto" on a per vehicle basis:

1. If the deductible on this policy or Coverage Form is the smaller (or smallest) deductible, it will be waived; or

2. If the deductible on this policy or Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible.

M. Temporary Substitute Autos — Physical Damage

1. The following is added to Section I— Covered Autos:

Temporary Substitute Autos — Physical Damage
If Physical Damage Coverage is provided by this Coverage Form on your owned covered "autos", the following types of vehicles are also covered "autos" for Physical Damage Coverage:

Any "auto" you do not own when used with the permission of its owner as a temporary substitute for a covered "auto" you do own but is out of service because of its:

1. Breakdown;

2. Repair;

3. Servicing;

4. "Loss"; or

5. Destruction.

2. The following is added to the Paragraph A. Coverage Provision of the Physical Damage Coverage Section:

Temporary Substitute Autos — Physical Damage
We will pay the owner for "loss" to the temporary substitute "auto" unless the "loss" results from fraudulent acts or omissions on your part. If we make any payment to the owner, we will obtain the owner's rights against any other party.

The deductible for the temporary substitute "auto" will be the same as the deductible for the covered "auto" it replaces.

N. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following:
a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy.

Include, as soon as practicable:
(1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured's" name and address; and
(3) To the extent possible, the names and addresses of any injured persons and witnesses.

If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you.

O. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition:

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This Condition does not apply 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 operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract.

P. Employee Hired Autos — Physical Damage
Paragraph b. of the Other Insurance Condition in the Business Auto Coverage Form and Paragraph f. of the Other Insurance — Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form are replaced by the following:

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 under a written contract or written agreement entered into by an "employee" or elected or appointed official with your permission while being operated within the course and scope of that "employee's" employment by you or that elected or appointed official's duties as respect their obligations to you.

However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".

Q. Unintentional Failure to Disclose Hazards
The following is added to the Concealment, Misrepresentation Or Fraud Condition:

However, we will not deny coverage under this Coverage Form if you unintentionally:
(1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information.

You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy.

R. Hired Auto — World Wide Coverage
Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following:
(5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, S. Bodily Injury Redefined
The definition of "bodily injury" in the Definitions Section is replaced by the following:
"Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease.

T. Expected Or Intended Injury
The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II — Covered Auto Liability Coverage is replaced by the following:

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.

U. Physical Damage — Additional Temporary Transportation Expense Coverage Paragraph A.4.a. of Section III — Physical Damage Coverage is replaced by the following:

4. Coverage Extensions
a. Transportation Expenses
We will pay up to $50 per day to a maximum of $1,000 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".

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

U -CA -424-H CW (10/21)

Page 5 of 6 ends

V. Replacement of a Private Passenger Auto with a Hybrid or Alternative Fuel Source Auto The following is added to Paragraph A. Coverage of the Physical Damage Coverage Section:

In the event of a total "loss" to a covered "auto" of the private passenger type that is replaced with a hybrid "auto" or "auto" powered by an alternative fuel source of the private passenger type, we will pay an additional 10% of the cost of the replacement "auto", excluding tax, title, license, other fees and any aftermarket vehicle upgrades, up to a maximum of $2500. The covered "auto" must be replaced by a hybrid "auto" or an "auto" powered by an alternative fuel source within 60 calendar days of the payment of the "loss" and evidenced by a bill of sale or new vehicle lease agreement.

To qualify as a hybrid "auto", the "auto" must be powered by a conventional gasoline engine and another source of propulsion power. The other source of propulsion power must be electric, hydrogen, propane, solar or natural gas, either compressed or liquefied. To qualify as an "auto" powered by an alternative fuel source, the "auto" must be powered by a source of propulsion power other than a conventional gasoline engine. An "auto" solely propelled by biofuel, gasoline or diesel fuel or any blend thereof is not an "auto" powered by an alternative fuel source.

W. Return of Stolen Automobile
The following is added to the Coverage Extension Provision of the Physical Damage Coverage Section:

If a covered "auto" is stolen and recovered, we will pay the cost of transport to return the "auto" to you. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage.

All other terms, conditions, provisions and exclusions of this policy remain the same.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

U -CA -424-H CW (10/21)

Page 6 of 6 ends

Blanket Notification to Others of Cancellation
or Non -Renewal
ZURICH°
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy No. CPO 5721462 - 00 Effective Date: 09/27/2023
This endorsement modifies insurance provided under the:

Commercial Automobile Coverage Part

SCHEDULE
The total number of days for mailing or delivering with respect to Paragraph B.1. 90* of this endorsement is amended to indicate the following number of days:

The total number of days for mailing or delivering with respect to Paragraph B.2. 90** of this endorsement is amended to indicate the following number of days:
* If a number is not shown here, 10 days continues to apply. ** If a number is not shown here, 30 days continues to apply.

A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list:

1. Must be provided to us prior to cancellation or non -renewal;

2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and

3. Must be in an electronic format that is acceptable to us.

1. Within 10 days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or

C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not:

1. Extend the Coverage Part cancellation or non -renewal date;

2. Negate the cancellation or non -renewal; or

3. Provide any additional insurance that would not have been provided in the absence of this endorsement.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

U -CA -832-B CW (03/23)

Page 1 of 2 ends

D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement.

All other terms, conditions, provisions and exclusions of this policy remain the same.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

U -CA -832-B CW (03/23)

Page 2 of 2 ends

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
WC 00 03 13
(Ed. 04-84)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule

ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT

WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE

PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR

ORGANIZATION
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 09/27/2023 Policy No. WC 5721463 - 00 Insured MetaSource, LLC
Insurance Company American Zurich Insurance Company
WC124 (4-84)
WC 00 03 13
Countersigned by
Copyright 1983 National Council on Compensation Insurance, Inc.

Endorsement No.

Premium $

Page 1 of 1 ends

69 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4 84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT -CALIFORNIA
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below.
(The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on
Policy No.
of the American Zurich Insurance Company
(NAME OF INSURANCE COMPANY)
issued to MetaSource, LLC
Premium (if any) $
09/27/2023
(DATE)
at 12:01 A.M. standard time, forms a part of
WC 5721463 - 00 Endorsement No.

Authorized Representative
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration
Person or Organization
ALL CA Operations
Schedule
Job Description
WC 04 03 06 (Ed. 4-84) Page 1 of 1
70 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY

TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC420304B
(Ed. 6-14)
This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page.

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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us.

This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

The premium for this endorsement is shown in the Schedule.

Schedule

1. ( ) Specific Waiver
Name of person or organization:
(X) Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

2. Operations:

3. Premium:

The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described.

4. Advance Premium: INCL
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 09/27/2023 Policy No. WC 5721463 - 00 Endorsement No.

Insured MetaSource, LLC Premium
Insurance Company American Zurich Insurance Company Countersigned by WC 42 03 04 B
(Ed. 06-14)
© Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved.

Page 1 of 1 ends

71 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY

UTAH WAIVER OF SUBROGATION ENDORSEMENT
WC 43 03 05
(Ed. 7-00)
This endorsement applies only to the insurance provided by the policy because Utah is shown in Item 3.A. of the Information Page.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Our waiver of rights does not release your employees' rights against third parties and does not release our authority as trustee of claims against third parties.

Schedule

ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH

THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE

PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION 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 09/27/2023 Policy No. WC 5721463 - 00 Insured MetaSource, LLC
Insurance Company American Zurich Insurance Company
WC 43 03 05
(Ed. 7-00)
Countersigned by
© 2000 National Council on Compensation Insurance, Inc.

Endorsement No.

Premium $

Page 1 of 1 ends

72 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43

BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy.

PART SIX

CONDITIONS
Blanket Notification to Others of Cancellation or Nonrenewal

1. If we cancel or non -renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non -renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list:
a. Must be provided to us prior to cancellation or non -renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non -renewed; and
c. Must be in an electronic format that is acceptable to us.

2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to you. We will mail or deliver such notification to each person or organization shown in the list:
a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of:
(1) Cancellation, if cancelled for any reason other than nonpayment of premium; or (2) Non -renewal, but not including conditional notice of renewal.

3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not:
a. Extend the policy cancellation or non -renewal date; b. Negate the cancellation or non -renewal; or
c. Provide any additional insurance that would not have been provided in the absence of this endorsement.

4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above.

This endorsement changes the policy to which it is attached and is effective an 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 09/27/2023 Policy No. WC 5721463 - 00 Endorsement No.

Insured MetaSource, LLC Premium $
Insurance Company American Zurich Insurance Company
WC 99 06 43
(Ed. 01-13)
Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission. © 2012 Copyright National Council on Compensation Insurance, Inc. All Rights Reserved.

Page 1 of 1 ends

73 RESOLUTION NO. R-2026-52

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

PLACENTIA, CALIFORNIA, AUTHORIZING A BUDGET
AMENDMENT IN FISCAL YEAR 2026-27 IN COMPLIANCE
WITH CITY CHARTER OF THE CITY OF PLACENTIA §§ 1206
AND 1209 PERTAINING TO APPROPRIATIONS FOR
ACTUAL EXPENDITURES.

A. Recitals.
(i). The adopted budget for the 2026-27 Fiscal Year sets out estimated appropriations for City expenses throughout the year.
(ii). From time to time the adopted budget must be adjusted when precise expenditures are finally determined or when estimated expenditures exceed projected costs allocated.
(iii). City Charter of the City of Placentia § 1206 authorizes the City Council to amend or supplement the budget by motion adopted by the affirmative votes of at least three members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenues not included in the budget. All other legal prerequisites to the adoption of this Resolution have occurred.

B. Resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLACENTIA DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

1. In all respects as set forth in the Recitals, Part A., of this Resolution.

2. The adopted budget for Fiscal Year 2026-27, Resolution No. R-2026-39, is hereby amended for the new appropriations to the accounts below:

Fund
Technology Impact Fee
Description
Scanning Services
Department
Development Services
GL Account
221-40000-6400
Amount
$150,000
Type
Expense

3. The Mayor shall sign this resolution, and the City Clerk shall attest and certify to the passage and adoption thereof.

APPROVED and ADOPTED this 21st day of July 2026.

Chad P. Wanke, Mayor
ATTEST:

Robert S. McKinnell, City Clerk
Resolution No. R-2026-52

Page 1 of 2 ends

74 STATE OF CALIFORNIA

COUNTY OF ORANGE
I, Robert S. McKinnell, City Clerk of the City of Placentia, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Placentia held on the 21st day of July 2026, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

Christian L. Bettenhausen, City Attorney
Resolution No. R-2026-52

Page 2 ends

Placentia City CouncilJuly 21, 2026

Placentia City Council
July 21, 2026