VIP Software Maintenance and Support Agreement
Complete Paperless Solutions – 5130 E. La Palma Avenue, Suite 206 Anaheim, California, 92807– www.cps247.com Page - 1 - of 11
Complete Paperless Solutions Maintenance and Support Agreement This Agreement entered into between Complete Paperless Solutions, a California Limited Liability Company, ("CPS" or “Consultant”) at 4025 E. La Palma Avenue, Suite 204 Anaheim, California, 92807, and the City of Redondo Beach ("City”) at 415 Diamond Street, Redondo Beach, CA 90277 is for the period of October 1, 2023, to September 30, 2026.
CPS shall provide licenses, software, subscriptions, and services (collectively the “Services”) to the City as defined in this Agreement for the following Software and Hardware described in Exhibit “E”.
Refer to Exhibit “A” for Project Description of Services
1. Annual Fee. City agrees to pay CPS in accordance with Exhibit “C” Compensation.
2. Period of Performance. CPS shall provide the Services to City, upon payment by City of the annual fee, for a period of three (3) years in accordance with Exhibit “C”. This term may be extended as provided in Exhibit “B”.
3. Maintenance. CPS shall use commercially reasonable best efforts to identify and resolve bugs, errors and other problems with the Product, whether discovered by CPS or reported by customers or from any other credible source. CPS may also elect to provide enhancements, updates or other changes to the Product at CPS’ sole discretion. CPS shall publish maintenance updates for Product at least annually to City, along with release notes, itemization of known problems or system errors, updates to product documentation and other data necessary for City to implement the update.
4. Support. CPS shall provide phone support to City from 7:00AM to 6:00PM PST on normal business days, excluding normal and customary holidays. CPS shall respond to City within 2 hours for VIP support. CPS shall use commercial reasonable best efforts to answer questions, identify and resolve problems with the Product, and assist with operational procedures or work-arounds.
5. Service Limitations. CPS shall be under no obligation to provide Services as a result of (a) the operation of Product outside normal configurations described in Product documentation; (b) City’s material failure to maintain Product according to industry standards and conventions or as required by Product documentation; (c) customization of Product by anyone other than CPS.
6. Brokers. CPS acknowledges, represents and warrants that CPS has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
7. Termination. Any discretionary or vested right of renewal notwithstanding, this Agreement may be terminated upon ninety (90) days written notice by the City. However, CPS shall be compensated for all authorized work satisfactorily performed prior to the effective date of termination. CPS shall remit a prorated refund of the annual payment within thirty (30) days of the date of termination.
8. Conflict of Interest. CPS acknowledges, represents and warrants that CPS shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. CPS further acknowledges, represents and warrants that CPS has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. CPS acknowledges that in the event that CPS shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited VIP Software Maintenance and Support Agreement
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and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
9. Non Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
10. Compliance with Laws. CPS shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement.
11. Subcontracting and Assignment. Neither party shall assign its rights without the written consent of the other party. The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty five percent (25%) or more of the ownership interest in CPS or twenty five percent (25%) or more the voting control of CPS shall constitute an assignment for purposes of this Agreement.
12. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
13. Confidentiality. To the extent permissible under law, CPS shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
15. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees (including expert witness fees) and costs. This provision shall survive the termination of this Agreement.
16. Claims. Any claim by CPS against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
17. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
18. Limitation of Liability. CPS’ sole liability under this Agreement shall be limited to direct, objectively measured damages. In no event shall either party have any liability to the other for any indirect, consequential, special, incidental or speculative damages whether arising under contract, tort or statute, including without limitation, loss of use, business interruptions, loss or corruption of data, claims of infringement, loss of good will and loss of profits.
19. License. The support and maintenance services provided under this Agreement are subject to the software license agreement for Product.
20. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference.
21. Insurance. CPS shall maintain Insurance in accordance with the requirements set forth in Exhibit “D”.
22. Pricing Proposal and Quotes. See Exhibit “E”.
VIP Software Maintenance and Support Agreement
Complete Paperless Solutions – 5130 E. La Palma Avenue, Suite 206 Anaheim, California, 92807– www.cps247.com Page - 3 - of 11
23. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City.
The party signing on behalf of CPS warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of CPS, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of CPS.
SIGNATURES ON NEXT PAGE
VIP Software Maintenance and Support Agreement
Complete Paperless Solutions – 5130 E. La Palma Avenue, Suite 206 Anaheim, California, 92807– www.cps247.com Page - 4 - of 11
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 19th day of September 2023.
AUTHORIZED SIGNATURES
Complete Paperless Solutions: City of Redondo Beach
Signature Signature
Claude Schott William C. Brand
Name Name
Chief Financial Officer Mayor
Title Title
APPROVED:
____________________________
Diane Strickfaden, Risk Manager
ATTEST:
____________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
____________________________
Michael W. Webb, City Attorney
VIP Software Maintenance and Support Agreement
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Exhibit “A”
Project Description of Services
CPS agrees to provide the Services described in Exhibit “E” CPS shall promptly notify City of any material defects or malfunctions in the Software or documentation which it learns from any source.
CPS shall provide City with copies of the software and documentation revised to reflect any and all updates and enhancements if any to the software made by CPS during the maintenance and support period. Such enhancements shall include all modifications to the Software which increase the speed efficiency or ease of operation of the Software or add capabilities to or otherwise improve the functions of the Software.
Support shall include the correction of material errors within a reasonable time and with reasonable effort. Support does not include correction of errors caused by unauthorized modification made to the Software. CPS is not obligated by this Agreement to undertake any such updates or infringements.
Software and documentation for updates and enhancements shall be provided to the City for installation in diskette form, CD -ROM or DVD for installation by City and shall be installed by CPS only if necessary and requested in writing by City.
CPS shall provide telephone support on a reasonable and necessary basis between the hours of 7:00AM to 6:00PM PST Monday through Friday excluding bank holidays, or through written correspondence unless otherwise specified.
CPS shall use best efforts to respond to City’s requests and problems within a time frame that reasonably reflects the urgency of the resolution of the request. CPS shall use reasonable efforts to give the most appropriate advice but the responsibility for acting on or implementing such advice shall remain with City.
CPS shall provide on-site support within 24 hours or within a mutually agreed time frame.
VIP Software Maintenance and Support Agreement
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Exhibit “B”
Contract Term
The term of this Agreement shall commence on October 1, 2023 and continue through to September 30, 2026 (“Term”) unless otherwise terminated as herein provided. The Agreement may be renewed for a subsequent annual terms by a written mutual amendment executed by both the City and CPS, and approved by City Council.
VIP Software Maintenance and Support Agreement
Complete Paperless Solutions – 5130 E. La Palma Avenue, Suite 206 Anaheim, California, 92807– www.cps247.com Page - 7 - of 11
Exhibit “C”
Compensation
Provided CPS is not in default under this Agreement, CPS shall be compensated as provided below.
1. Payment:
a. Annual Payment: CPS shall be paid as set forth in the following table.
Year Amount
First Year $99,034
Second Year $54,420
Third Year $54,420
Total Amount $207,874
a. Subsequent Years: In the event this Agreement is renewed in accordance with Exhibit “B”, CPS may request reasonable price adjustments to the annual fee for the renewed term.
However, no price adjustments shall be effective unless a written amendment to this Agreement is executed by both parties, and approved by the City Council. b. Additional Fees: The City shall receive five days (or 40 hours) of VIP support at no additional cost
i. Hourly Rate: The hourly rate for on-site support beyond nine days of service shall be $200.00 per hour.
ii. Daily Rate: The daily rate beyond sixteen days shall be $1,600.00 per day. iii. All charges shall be agreed to in a written amendment executed by authorized representatives of both parties prior to commencement of any on-site support.
2. Schedule for Payment: For the first year, CPS shall invoice the City after execution of this Agreement and the City will pay CPS within forty-five days (45) of the receipt of the invoice.
Thereafter, CPS shall invoice City for the annual maintenance and support fee each following year no later than 45 days before the annual anniversary of the commencement date, for the subsequent term. City may accept or decline the payment. If City elects not to pay the annual fee, CPS shall have no obligation under this Agreement for the subsequent year. In no event shall the total compensation exceed $207,874 during the term of the Agreement.
3. Method of Payment: CPS shall provide invoices to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, an in a form reasonably satisfactory to City. CPS may be required to provide back-up material upon request.
VIP Software Maintenance and Support Agreement
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Exhibit “D”
Insurance Requirements for Consultants
Without limiting Consultant’s indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer’s Liability Insurance.
Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
VIP Software Maintenance and Support Agreement
Complete Paperless Solutions – 5130 E. La Palma Avenue, Suite 206 Anaheim, California, 92807– www.cps247.com Page - 9 - of 11
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.
For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded.
The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
VIP Software Maintenance and Support Agreement
Complete Paperless Solutions – 5130 E. La Palma Avenue, Suite 206 Anaheim, California, 92807– www.cps247.com Page - 10 - of 11
Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
VIP Software Maintenance and Support Agreement
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Exhibit “E”
Pricing Proposal and Quotes
See attached pricing proposal and quotes.
Tax ID: 27-0926551 | Please Make Checks Payable to: Complete Paperless Solutions | Please Make Checks Payable to: Complete Paperless Solutions
Complete Paperless Solutions
5130 E La Palma Av. Ste 206
Anaheim, CA 92807
(866)661-2425
[email protected]
Quote
ADDRESS
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
USA
SHIP TO
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
USA
QUOTE # 2597
DATE 08/21/2023
DATE ACTIVITY QTY RATE AMOUNT
RV-CCA-W-T001
Compliant Cloud Archive Windows 500GB30000GB* - * 2TB capacity 1 6,264.00 6,264.00
Professional Services
Professional Services: installation
1 1,600.00 1,600.00
RV-SAL-W-001
Server Agent License (per Source Server)
1 500.00 500.00
TOTAL $8,364.00
Accepted By Accepted Date
(Annual Cost - Three Year Term)
(Annual Cost - Three Year Term)
(One Time Cost)
City of Redondo Beach
Laserfiche Enterprise Content Management – Self Hosted Subscription BY: Complete Paperless Solutions (CPS)
8/17/2023
City of Redondo Beach
SUPPORT AND MAINTENANCE
Laserfiche Software Assurance Plan (LSAP)
The proposed solution includes the Laserfiche Software Assurance Plan (LSAP) for one year with options for annual renewal. Customers with current LSAP are provided unlimited telephone technical support and software updates. Technical support (under the LSAP agreement) includes unlimited email, telephone and remote access to address problems related to system configuration or performance. While guaranteed response times are dictated by the terms of the support agreement, most support calls are taken live and resolved within a single call.
All support calls are logged in a case management system and assigned priority and severity levels that will be escalated (if necessary) to the development team and what lengths are necessary to address them such as providing hotfixes or point releases of the software. All customers with current LSAP are granted access to the Laserfiche Support Site where an abundance of knowledgebase documents can be used to support your internal IT team and Laserfiche users.
Note: Ninety-five (95) percent of support issues taken by our team have “First Call” resolution and are usually resolved within one hour.
a. Support Contact Information
• Support services are provided directly by CPS
• Our toll-free support number: 866-661-2425
• Non-emergency support calls can be directed to ([email protected]) or via our website (http://www.cps247.com/Support/SubmitTicket.aspx)
b. Basic Support Level
• Monday to Friday during normal business hours from 8:00AM to 5:00PM PST • Next business day guaranteed response time
• Free remote upgrades
City of Redondo Beach
c. Priority Support Level
• Monday to Friday during normal business hours from 7:00AM to 6:00PM PST. • 4 hours guaranteed response time
• Free remote upgrades
• Dedicated engineer
d. CPS VIP Support Level
To create the least amount of burden on the IT staff, and to optimize the benefits of your Laserfiche software we recommend our VIP support package. Our VIP program offers the followings:
• Monday to Friday during normal business hours from 7:00AM to 6:00PM PST. • 2 hours guaranteed response time
• Free onsite upgrades
• A dedicated support engineer will serve as the primary contact for Laserfiche support through a direct telephone line.
• Unlimited onsite training
• Next day onsite support guaranteed if remote issue non-resolved • Unlimited onsite support
• Preventive Maintenance: 2 on-site visits per year to ensure optimum system functionality • Preferred pricing on specific integration and development projects • Free enrollment to the Laserfiche Conference (unlimited access) • No travel cost (In CA)
City of Redondo Beach
PRICING PROPOSAL
Laserfiche Software
a. Laserfiche Self-Hosted (subscription license)
*Incl.: 15 databases, Workflow, Forms Professional, Forms Portal (3), Web Client, Advanced Audit Trail, Records Management, Unlimited Public Portal, Snapshot, Email, Office integration, Enterprise Identity Management, SDK/API, Digital Signatures, DocuSign integration, 3 Sandbox and 10 Quick Fields Complete.
Professional Services
Description Quantity Public Price
Laserfiche - Business users* 38 $31,540.00
Laserfiche - Participant user 90 $9,900.00
Total $41,440.00
Discount $20,720.00
Total 1st year solution $20,720.00
Total 2
nd year solution $41,440.00
Description Quantity Public Price
Project Management – PD and City 4 $6,400.00
Retention Schedules implementation 8 $8,000.00
User Training – multiple classes* Included with VIP
Admin Training* Included with VIP
Total $14,400.00
City of Redondo Beach
Support
2 nd Year
VIP will be provided for the price of Priority.
Turnkey Solution with VIP Support
Description Basic Priority VIP
Self-Hosted Subscription Included Free 1st Year
Description Basic Priority VIP
Self-Hosted Subscription Included $6,216.00
Description 1
st Year 2nd Year 3rd Year
Self-Hosted Subscription $35,120.00 $47,656.00 $47,656.00 Total Cost for All Services
Tax ID: 27-0926551 | Please Make Checks Payable to: Complete Paperless Solutions | Please Make Checks Payable to: Complete Paperless Solutions
Complete Paperless Solutions
5130 E La Palma Av. Ste 206
Anaheim, CA 92807
(866)661-2425
[email protected]
Quote
ADDRESS
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
USA
SHIP TO
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
USA
QUOTE # 2526
DATE 03/22/2023
DATE ACTIVITY QTY RATE AMOUNT
Scanning Svs
Scanning Services: Document Scanning
Service Paper (LETTER SIZE 8X11)
● Estimated 200 Boxes = Estimated 400,000
Images
400,000 0.065 26,000.00
Scanning Svs
Scanning Services: Document Scanning/QC:
Advance Scanner Settings - Scan Wet
Signatures in Color. Scan bad original paper
in greyscale and the rest in B&W
400,000 0.015 6,000.00
Scanning Svs
Scanning Services: Heavy Document
Preparation (Manual Split 2-10 Pages) - Need
to manually separate files per permit number.
400,000 0.02 8,000.00
Scanning Svs
Scanning Services: Box Pickup
10 100.00 1,000.00
Scanning Svs
Scanning Services: Heavy
Indexing/Document Prep: Advance Indexing
2-10 Images - Advance Indexing: 5+ indexing
fields. For example: Assessor Parcel Number
(APN), Owner, Document Section/Business
Team, Document Type, Multiple APNs,
Document Title, Scanned Date, Document
Folder, Document Status
400,000 0.035 14,000.00
Scanning Svs
Scanning Services: Laserfiche ingestion per
1 450.00 450.00
Scanning Svs
Scanning Services: pick up and delivery per
1 100.00 100.00
SUBTOTAL 55,550.00
TAX 0.00
*One Time Cost
Tax ID: 27-0926551 | Please Make Checks Payable to: Complete Paperless Solutions | Please Make Checks Payable to: Complete Paperless Solutions
TOTAL $55,550.00
Accepted By Accepted Date
6/20/2023
Robert Harris Insurance Agency, Inc.
Lic. #0216736
3150 Bristol St., Suite 200
Costa Mesa CA 92626
Arlene Rhodes
(714)619-4480 (714)619-4481
[email protected]
Complete Paperless Solutions
5130 E La Palma Ave
Ste 206
Anaheim CA 92807-2078
Travelers Casualty Insurance Co of America19046
Hartford Casualty Ins. Co. 29424
Lloyds of London
23-24 Master Cert
A
X
X
X
X 6808B847614 6/23/2023 6/23/2024
2,000,000
300,000
5,000
2,000,000
4,000,000
4,000,000
DEENC
A
X X
6808B847614 6/23/2023 6/23/2024
2,000,000
B
Y
72WECZX9262 6/23/2023 6/23/2024
X
1,000,000
1,000,000
1,000,000
C Professional Liability ESL0939682957 6/23/2023 6/23/2024 Each Claim & Aggregate $2,000,000 Claims Made Policy Each Claim Deductible $10,000
Carrier D - Cyber Liability - Houston Casualty Company - Limit $2,000,000 - Effective 5/6/2023 to 5/6/2024
City of Redondo Beach
its elected and appointed officials,
officers, employees and volunteers
415 Diamond Street
Redondo Beach, CA 90277
Steve Harris/ARLENE
The ACORD name and logo are registered marks of ACORD
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© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01)
AUTHORIZED REPRESENTATIVE
CANCELLATION
DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE
JECT LOC PRO- POLICY
GEN'L AGGREGATE LIMIT APPLIES PER:
CLAIMS-MADE OCCUR
COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence) $
DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
DED RETENTION $
CLAIMS-MADE
OCCUR
$
AGGREGATE $
EACH OCCURRENCE $
UMBRELLA LIAB
EXCESS LIAB
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR
LTR TYPE OF INSURANCE POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY) LIMITS
PER
STATUTE
OTHER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$
ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under
DESCRIPTION OF OPERATIONS below
(Mandatory in NH)
OFFICER/MEMBER EXCLUDED?
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
HIRED AUTOS
NON-OWNED
AUTOS AUTOS
AUTOS
COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE $
$
$
$
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSD
ADDL
WVD
SUBR
N / A
$
$
(Ea accident)
(Per accident)
OTHER:
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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
INSURED
PHONE
(A/C, No, Ext):
PRODUCER
ADDRESS:
E-MAIL
FAX
(A/C, No):
CONTACT
NAME:
NAIC #
INSURER A :
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
INSURER(S) AFFORDING COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INS025 (201401)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date: 05/14/23 Policy Expiration Date: 06/23/24
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC ZX9262 Endorsement Number:
Effective Date: 06/23/23 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206
ANAHEIM CA 92807
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 2 % of the California workers' compensation premium otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
City of Redondo Beach, its elected and appointed officials, officers, employees and volunteers. 26 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device.
However, this Exclusion will not apply to INSURING CLAUSE 1 (SECTION F only).
62. Vacant premises
in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days.
63. War
arising directly or indirectly out of:
a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or mounting to an uprising, military or usurped power; or
b. any action taken in controlling, preventing, suppressing or in any way relating to a. above.
64. Website content accessibility
arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content.
65. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission.
CONDITIONS
1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must:
a. notify the claims managers (in respect of cyber incidents, a telephone call to our cyber incident response line will constitute notification) as soon as is reasonably practicable and follow their directions. However, in respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only) this notification must be made no later than the end of any applicable extended reporting period; and b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld).
If you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld).
27 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1
2. Additional insureds
We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and
b. had the claim been made against you, then you would be entitled to indemnity under this Policy.
Before we indemnify any additional insured they must:
a. prove to us that the claim arose solely out of an act committed by you; and b. fully comply with CONDITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and noncontributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this.
Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured.
3. Agreement to pay claims (duty to defend)
We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy.
You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense.
We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal, our liability for the claim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled.
4. Calculation of business interruption losses
In respect of INSURING CLAUSES 2 (SECTION G only) and 5, in the event of a claim for any financial loss sustained by you, you must provide the claims managers with your calculation of the financial loss including. a. how the loss has been calculated and what assumptions have been made; and 28 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 b. supporting documents including account statements, sales projections and invoices.
If we are unable to agree with your calculation of the financial loss, we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon, one will be appointed by an arbitrator mutually agreed between you and us whose decision will be final and binding.
Once an independent expert has been appointed, their calculation of any financial loss sustained by you will be final and binding.
5. Cancellation
This Policy may be canceled with 30 days written notice by either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect.
We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued.
The Policy Administration Fee will be deemed fully earned upon inception of the Policy.
6. Continuous cover
If you have neglected, through error or oversight only, to report an incident discovered by you that might give rise to a claim under this Policy during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, we will permit the matter to be reported under this Policy and we will indemnify you, provided that:
a. the indemnity will be subject to the applicable limit of liability of the earlier Policy under which the matter should have been reported or the limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and
c. the indemnity will be subject to all of the terms and conditions of this Policy, other than a. above.
7. Cross liability and severability
In respect of INSURING CLAUSE 3 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity.
8. Establishing loss of contents
If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. This may include confirmation that the incident was reported to the appropriate law enforcement authorities and details of any investigation they undertook.
Cancellation
This Policy may be canceled with 30 days written notice by either you or us. 29 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1
9. Extended reporting period
In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), an extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy, claims first made against you during the period of the policy and reported to us during this extended reporting period.
No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted.
10. Optional extended reporting period
In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), if we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non-renewal date. This optional extended reporting period will cover claims first made against you and reported to us during this optional extended reporting period but only in respect of any claim arising out of any act, error or omission committed prior to the date of cancellation or non-renewal and subject to all others terms, conditions and exclusions of this Policy.
If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non-renewal.
The right to the optional extended reporting period will not be available to you where cancellation or non-renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims.
At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non-renewal by us. 11. Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right we will not be liable to return any premium to you. However, this will not affect any claim under this Policy which has been previously notified to us. 12. Innocent non-disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non-disclosure or misrepresentation except where the non-disclosure or misrepresentation was reckless or deliberate.
13. Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS H and I only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS H and I only) and the employee has failed to meet these requirements then this Policy will only 30 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 respond to provide excess coverage as though the requirements had been met, whereby you agree to pay all sums within and up to the required minimum limit.
14. Mergers and acquisitions
If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 45 days.
We will consider providing cover for the acquired entity after the period of 45 days if: a. you give us full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy or agree to pay any additional premium required by us. In the event you do not comply with a. or b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition.
Cover for any acquired entity is only provided under this Policy for any act, error or omission committed on or after the date of its acquisition.
No cover will be automatically provided under this Policy for any acquired entity:
a. whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or
c. that has experienced a cyber event in the 3 year period prior to its acquisition, if the cyber event cost more than the highest deductible of this Policy.
If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us. 15. Our rights of recovery
If we make any payment under this Policy then you must maintain all of your rights of recovery in respect of this payment against any third party and make these available to us where possible.
We will not exercise any rights of recovery against employees or the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by you.
31 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 Any recoveries will be applied in proportion to the amounts paid by you and us in relation to the claim under this Policy.
16. Prior subsidiaries
Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 17. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent.
We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations.
No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm.
We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION B only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law.
18. Waiver of subrogation
Notwithstanding CONDITION 15, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this.
19. Choice of law and service of suit
In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America.
Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America.
It is further agreed that service of process in such suit may be made upon the law firm stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The law firm stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted.
Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The law Waiver of subrogation
we agree to waive our rights of recovery against any third party third party if, prior to the claim 32 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 firm stated in the Declarations page is hereby designated as the firm to whom the above mentioned officer is authorized to mail such process or a copy thereof.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Form WC 99 03 94 Printed in U.S.A.
Process Date: 05/14/23 Policy Expiration Date: 06/23/24 © 2011, The Hartford
NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 72 WEC ZX9262 Endorsement Number:
Effective Date: 06/23/23 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206
ANAHEIM CA 92807
This policy is subject to the following additional
Conditions:
A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.
B. If this policy is cancelled by the Company for
non-payment of premium, or by the insured, notice
of such cancellation will be provided within ten (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.
If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.
Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term.
Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation
becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or
representatives.