Agenda packet — Seal Beach City Council, January 9, 2023 (part 2 of 3)

EXHIBIT B

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute " public works" as defined in Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code (" Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to ( a) Chapter 1 and ( b) the rules and regulations established by the Department of Industrial Relations (" DIR") implementing such statutes. Therefore, as to those Services that are " public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1( a) and 1( b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725. 5 and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725. 5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

4. Pursuant to Labor Code Section 1771. 4, Consultant' s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773. 2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit 200. 00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in 21 of 23
Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777. 5, 1777. 6 and 1777. 7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777. 1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777. 1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City.

10. Consultant acknowledges that eight hours labor constitutes a legal day's work.

Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $ 25. 00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 22 of 23

12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor' s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor' s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend ( at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity ( including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. 23 of 23
Agenda Item I

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Amendment to the Professional Services Agreement with Complete Paperless Solutions
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7358:

1. Approving Amendment 1 to the Professional Services Agreement with Complete Paperless Solutions extending the term until June 30, 2023; and,

2. Approve Budget Amendment No. 23-07-01 in the amount of $28,800.

BACKGROUND AND ANALYSIS:

On May 9, 2022, the City Council approved a Professional Services Agreement for Complete Paperless Solutions to provide digitalization services for hard copy plans associated with Community Development permitting processes. To date, thousands of pages, primarily large-format building plans collected over the course of more than a decade, have been scanned into the City's document management system, Laserfiche. While the majority of the work has been completed, more time is needed to finish the process initiated in May.

The proposed Amendment 1 extends the term of the contract through June 30, 2023. The approved contract was for $73,800 and no increase in the contract amount is being requested, however, only $45,000 was included in this fiscal year's budget, as staff had assumed some invoicing would have taken place in fiscal year 2021-22, but none did. Thus, as a part of tonight's action, staff is also requesting a budget amendment to increase Account 103-300-0231-51300 to cover the entirety of the contract, a fund adjustment of $28,800. These costs are covered by fees collected through the building permit process, and available in Account 103- 300-0231-47406.

ENVIRONMENTAL IMPACT:

Page 2 ends

There is no environmental impact related to this item.

LEGAL ANALYSIS:

This item has been approved as to form.

FINANCIAL IMPACT:

No increase to the contract value is proposed. Budget Amendment No. 23-07-01 will allocate $28,800 from Account 103-300-0231-47406 to 103-300-0231-51300.

Description Account Revised/
Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
Plan Archival 103-300-0231-51300 $ 45,000 $ 73,800 $ 28,800 STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7358:

1. Approving Amendment 1 to the Professional Services Agreement with Complete Paperless Solutions extending the term until June 30, 2023; and,

2. Approve Budget Amendment No. 23-07-01 in the amount of $28,800.

SUBMITTED BY: NOTED AND APPROVED:

Alexa Smittle Jill R. Ingram
Alexa Smittle, Community
Development Director
Jill R. Ingram, City Manager
ATTACHMENTS:

A. Resolution 7358
B. Amendment 1 to the Professional Services Agreement
C. Professional Services Agreement with Complete Paperless Solutions RESOLUTION 7358

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AND AUTHORIZING AMENDMENT NO. 1 TO

THE PROFESSIONAL SERVICES AGREEMENT WITH

COMPLETE PAPERLESS SOLUTIONS, LLC
WHEREAS, The City of Seal Beach (City) has determined that additional time is needed to complete a document digitizing project; and,
WHEREAS, Consultant is a highly qualified consulting firm, specializing digitization and document management and will serve the needs of the City; and, WHEREAS, City and Consultant wish to extend the Term of the Agreement to June 30, 2023, as provided herein; and,
WHEREAS, the project timeline has shifted, and a Budget Amendment will be necessary complete payments on this Agreement in the current Fiscal Year.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The City Council hereby approves to amend the Professional Services Agreement with Complete Paperless Solutions, LLC, as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference as though set forth in full, extending the end of the term from December 31, 2022 to June 30, 2023.

Section 2. The Council hereby directs the City manager to execute the Amendment on behalf of the City.

Section 3. The City Council hereby approves Budget Amendment No. 23-07-01 in the amount of $28,800, allocating as follows:

Description Account Revised/
Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
Plan Archival 103-300-0231-51300 $ 45,000 $ 73,800 $ 28,800 PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7358 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of January, 2023.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
for
Document Digitizing Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
9 Complete Paperless Solutions, LLC
5130 E. La Palma Avenue, Suite 206
Anaheim, CA 92807
866) 661- 2425
This Professional Service Agreement ("the Agreement") is made as of May 9, 2022 (the Effective Date"), by and between Complete Paperless Solutions, LLC (" Consultant"), a California limited liability company, and the City of Seal Beach (" City"), a California charter city, ( collectively, " the Parties").

RECITALS
A. City desires certain professional document digitizing services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide services.

C. Consultant represents that the principal members of its firm are qualified document imaging professionals and are fully qualified to perform the digital transformation professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1. 0 Scope of Services

1. 1. Consultant shall provide those services ( collectively " Services") set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control.

1. 2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1. 3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law.

1. 4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant' s staff, if any, to do and perform the Services in a skillful, competent, and professional manner,. and Consultant and Consultant' s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant' s 2of19
work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

1. 5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2. 0 Term

2. 1. The term of this Agreement shall commence on May 9, 2022 and shall remain in full force and effect until December 31, 2022, unless sooner terminated as provided in Section 5. 0 of this Agreement.

3. 0 Consultant's Compensation

3. 1. City will pay Consultant in accordance with service quote set forth in Exhibit A for the Services but in no event will the City pay more than the total not -to -exceed amount of $ 73, 800 ( Seventy -Three Thousand, eight hundred dollars) for the Term.

4. 0 Method of Payment

4. 1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant' s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant.

4. 2. Upon 24- hour notice from City, Consultant shall allow City or City' s agents or representatives to inspect at Consultant' s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City' s rights under this Section 4.2 shall survive for three ( 3) years following the termination of this Agreement.
3of19

5. 0 Termination

5. 1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination.

5. 2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

6. 0 Party Representatives

6. 1. The City Manager is the City's representative for purposes of this Agreement.

6. 2. Claude Schott is the Consultant' s primary representative for purposes of this Agreement. Claude Schott shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7. 0 Notices

7. 1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211 - 8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Complete Paperless Solutions, LLC
5130 E. La Palma Avenue, Suite 206
Anaheim, CA 92807
Attn: Claude Schott

7. 2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
4of19

8. 0 Permits and Licenses
Consultant and all of Consultant' s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9. 0 Independent Contractor

9. 1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant' s employees or other personnel under Consultant' s supervision. Consultant will determine the means, methods, and details by which Consultant' s employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9. 2. All of Consultant' s employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant' s personnel shall not supervise any of City' s employees; and City' s employees shall not supervise Consultant's personnel. Consultant' s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant' s personnel shall not use any City e- mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant' s choice, except ( 1) as otherwise required for the performance of Services on City real property, vehicles or equipment; ( 2) as otherwise may from time to time be necessary in order for Consultant' s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or ( 3) as may be necessary to inspect or visit City locations and/ or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9. 3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant' s personnel in connection with their performance of any Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other 5of19
retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (" PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant' s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9. 0. In addition to all other remedies available under law, 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 Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

10. 0 PERS Compliance and Indemnification

10. 1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law (" PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 (" PEPRA"),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. Consultant shall defend ( with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify 6of19
and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant' s violation of any provisions of this Section 10. 0. This duty of indemnification is in addition to Consultant' s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant' s indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11. 0 Confidentiality

11. 1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video fifes, media, discussion, or other information ( collectively " Data & Documents") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered " voluntary," provided Consultant gives City notice of such court order or subpoena.

11. 2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City' s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

11. 3. Consultant' s covenants under this Section shall survive the termination or expiration of this Agreement.

12. 0 Ownership of Documents and Work Product

12. 1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City. 7of19
All Data & Documents shall be considered ' works made for hire," and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents.

12. 2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one.

12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City' s use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/ or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: ( 1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement.

These covenants shall survive the expiration and/ or termination of this Agreement.

12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13. 0 Subcontractors
8of19
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors.

14. 0 Prohibition Against Assignment or Delegation
Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City' s prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, " assignment" and " delegation" means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15. 0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City' s rights under this Section 15. 0 shall survive for three ( 3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor.
9of19

17.0 Insurance

17. 1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17. 2. 1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $ 2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/ location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001). if Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $ 1, 000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 ( any auto)..

17. 2. 3. Workers' Compensation Insurance in the amount required by law; and Employer' s Liability: $ 1, 000,000 per accident and in the aggregate for bodily injury or disease;

17. 2. 4. Professional Liability ( or Errors and Omissions) Liability. , within minimum limits of $ 1, 000, 000 per claim/aggregate. If a " claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17. 3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best' s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

17.4. Additional Insured.
10 of 19

17.4. 1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work.

17. 4. 2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/ umbrella liability policies.

17. 5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: ( 1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; 2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials;

17. 6. Primary and Non - Contributing. Coverage shall be primary insurance as respects the City, its elected officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant' s scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it;

17. 7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 11 of 19

17. 8. Deductibles and Self -Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or ( 2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17. 9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City.

17. 10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant' s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant' s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

17. 11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City' s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.

17. 12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant' s liability or as full performance of Consultant' s duty to indemnify City under Section 18. 0. 12 of 19

17. 13. Broader Coverage/ Higher Limits. If Consultant maintains broader coverage and/ or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/ or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17. 14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

18. 0 Indemnification, Hold Harmless, and Duty to Defend

18. 1. Indemnities.

18. 1. 1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials ( collectively " Indemnitees" in this Section 18. 0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages collectively " Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees ( or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18. 1. 2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10. 0.

18. 2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant 13 of 19
fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees ( or any entity or individual that Consultant' s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18. 3. Workers' Compensation Acts Not Limiting. Consultant' s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials.

18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees.

18. 5. Survival of Terms. Consultant' s indemnifications and obligations under this Section 18. 0 shall survive the expiration or termination of this Agreement.

19. 0 Non -Discrimination Equal Employment Opportunity
Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 14 of 19

20. 0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

21. 0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, constitute " public works" as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein.

22. 0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

23. 0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24. 0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement ( whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

25. 0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

26. 0 Waiver
15 of 19
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be ( 1) effective unless it is in writing and signed by the Party making the waiver, ( 2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or ( 3) deemed to constitute a continuing waiver unless the writing expressly so states.

27. 0 Prohibited Interests; Conflict of Interest

27. 1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant " financially interested" ( as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

27. 2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

27. 3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited " conflict of interest" under applicable laws as described in this Section.

28.0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for 16 of 19
compensation to Consultant for anything done, furnished or relating to Consultant' s work or services. Acceptance of payment shall be any negotiation of City' s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility . and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/ or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

29. 0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant' s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

30. 0 Non -Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant' s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant' s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

31. 0 Mutual Cooperation

31. 1. City' s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant' s proper performance of the Services required under this Agreement.

31. 2. Consultant' s Cooperation. In the event any claim or action is brought against City relating to Consultant' s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

32. 0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be 17 of 19
construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

33. 0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith.

34. 0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

35. 0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement.
18 of 19
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH
Attest:

Approved as to Form:

By:
raig A. Steele, City Attorney
CONSULTANT: Complete Paperless
Solutions, LLC, a California limited
liability company
By: C/ I k2--
Name: Joseph Mempin
Its: ' rofessional Services Group
By: L'e..d<lzl&
Name: Claude Schott
Its: CFO
Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and ( ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)
19 of 19

EXHIBIT A
Consultant' s Proposal
cps
Complete Paperless
Solutions
Quote

ADDRESS
Alexa Smittle
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740 USA
Complete Paperless Solutions
5130 E La Palma Av. Ste 206
Anaheim, CA 92807
866) 661- 2425
cschott@cps247. com
QUOTE # 2400
DATE 04/ 01/ 2022

DATE ACTIVITY QTY RATE AMOUNT
Document Scanning Services Flat Rate
Project Quote Scope of Work: Office Project
Misc Rolled Plans + ( 4) Large Boxes Plans
50 Rolls of 25 ea) + ( 6) File Transfer Boxes
10" H x 12" W x 16" D) Qa 50% Large Format
containing an estimated 10, 800 Large, 3, 000
Small records stapled every 3- 5 pages.
totaling an estimated 13, 800 images
Scanning Svs 1 100. 00 100. 00
Records Pickup Freight Service - per
Scanning Svs 15 20. 00 300. 00
Engineering Records Boxing Service
Remove Records From Client File Cabinet
Shelf Floor etc Manifest and MAP Box
12wX12hx36L)
Scanning Svs 18, 800 0. 10 1, 880. 00
Standard Document Preparation ( Remove
folder tabs ,post -its, staples, unfold, tape etc.)
Scanning Svs 3, 000 0. 10 300. 00
Document Scanning Service Standard Letter
Size 8. 5X11 Paper ( High Resolution Bi -Tonal
30ODP1 duplex)
Scanning Svs 15, 800 0. 95 15, 010. 00
Scanning Service Large Format Paper ( High
Resolution Bi -Tonal 30ODPI duplex)
Scanning Svs 3, 000 0. 05 150. 00
Per Image Small Format Advance Scanner
Setting
Scanning Svs 100 0. 05 5. 00
Record Segmenting: Split and create
electronic file by Plan File Folder
Scanning Svs 15, 800 0. 05 790. 00
Quality Control Service ( Human review of
each image to ensure optimal quality and
Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions

DATE ACTIVITY QTY
legibility re-scan as needed)
Scanning Svs 15, 800
Electronic Image Enhancement ( enhance
every document irrespective of color, size,
contrast, to increase consistent, high quality
images.)
Scanning Svs 100
Index Name Each Plan File (<= 2 indexing
fields example: " Street Number Name. pdf" or
PROJ - Project Name Number.pdf" from Title
Block)
Scanning Svs 1
Laserfiche ingestion - per
Scope of Work ( Not Included unless specified): * Shredding, Retrieval SUBTOTAL Services, return -delivery, Re -file, Storage after complete 30 Days = $ 1 DISCOUNT 15% box per month -'" heavy staples, poor quality paper etc. increase level TAX of effort add cost a representative 1 box sample is required to lock- TOTAL price quoted.

Please allow at a minimum a plus10% increase of the quote based of the estimate.

Accepted By Accepted Date

RATE AMOUNT

0. 01 158. 00

0. 05 5.00
450. 00 450. 00
19, 148. 00
2, 872. 20

0. 00
16, 275. 80
Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions
cps
Complete Paperless
Solutions
Quote

DATE ACTIVITY QTY RATE AMOUNT
Document Scanning Services Flat Rate
Project Quote Scope of Work: Offsite
Container
14) Bags Plans ( 26 Rolls of 25 ea) + ( 4)
Large Boxes Plans ( 50 Rolls of 25 ea) + ( 9)
File Transfer Boxes ( 10" H x 12" W x 16" D)
@50% Large Format containing an estimated
44, 000 Large, 35, 000 Small records stapled
every 3- 5 pages. totaling an estimated
79, 0000 images
Scanning Svs 1 100. 00 100. 00
Records Pickup Freight Service - per
Scanning Svs 30 20. 00 600. 00
Engineering Records Boxing Service
Remove Records From Client File Cabinet
Shelf Floor etc Manifest and MAP Box
12wX12hx36L)
Scanning Svs 79, 000 0. 07 5, 530. 00
Document Preparation ( Remove folder
tabs, post- its, staples, unfold, tape etc.)
Scanning Svs 35, 000 0. 10 3, 500. 00
Document Scanning Service Standard Letter
Size 8.5X11 Paper ( High Resolution Bi -Tonal
30ODP1 duplex)
Scanning Svs 44, 000 0. 80 35, 200. 00
Document Scanning Service Large Format
Paper ( High Resolution Bi -Tonal 30ODPI
duplex)
Scanning Svs 79, 000 0. 025 1, 975. 00
Per Image Small Format Advance Scanner
Setting
Scanning Svs 500 0. 05 25. 00
Record Segmentting: Split and create
Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions

DATE ACTIVITY QTY RATE AMOUNT
electronic file by Plan File Folder
Scanning Svs 79, 000 0. 05 3, 950. 00
Quality Control Service (Human review of
each image to ensure optimal quality and
legibility re- scan as needed)
Scanning Svs 79, 000 0. 01 790. 00
Electronic Image Enhancement ( enhance
every document irrespective of color, size,
contrast, to increase consistent, high quality
images.)
Scanning Svs 200 0. 05 10. 00
Index Name Each Plan File (<= 2 indexing
fields example: " Street Number Name. pdf" or
PROJ - Project Name Number. pdf" from Title
Block)
Scanning Svs 1 450. 00 450. 00
Laserfiche ingestion - per
Scope of Work ( Not Included unless specified): * Shredding, Retrieval SUBTOTAL 52, 130. 00 Services, return - delivery, Re -file, Storage after complete 30 Days = $ 1 DISCOUNT 20% 10, 426. 00 box per month - " heavy staples, poor quality paper etc. increase level TAX 0. 00 of effort add cost a representative 1 box sample is required to lock TOTAL price quoted.

X704'00
Please allow at a minimum a plusl0% increase of the quote based of the estimate.

Accepted By Accepted Date
Tax ID: 27-09265511 Please Make Checks Payable to: Complete Paperless Solutions I Please Make Checks Payable to: Complete Paperless Solutions
Complete Paperless
cps I
Solutions
City of Seal Beach
Public Works
Document Imaging Services Proposal
April 2022
Project Approach
This proposal serves as documentation of the work to be performed by Complete Paperless Solutions CPS) to assist the City of Seal Beach' s Planning Department in the implementation and execution of scanning their large format Mylars.

Project Objectives:

Scan the Public Works Department' s large format drawings/ plans Provide quality imaged documents, titled, indexed, and organized in Laserfiche Return Mylar Maps back in the hanging container order
Project Scope:

Scan the Mylars
Prep work will be done for the removal of staples
The files will be titled: TBD
Six template fields: Project Title, Project Number, Plan Type, Location, Date and Designer Estimated volume: 7, 000
Methodology:

CPS will take custody of the plans
The plans will be scanned in high resolution grayscale or color Standard quality control will be performed
Deliverables:

Output will be in TIFF format
Scanned images will be delivered upon the completion of each batch Invoices will be prepared for payment upon delivery of each batch Ingestion into Laserfiche will be performed by CPS
Pricing
Boxing: $ 20 per box ( around 30)
Plans: $ 0. 95 per map
Pick up/ Delivery: $ 100. 00 per trip
Prep: $ 0. 1 per map
Indexing: 2 first are included - $ 0. 1 per additional index Ingestion: $ 450. 00 per
Approval
City of Seal Beach and Complete Paperless Solutions agree to commit the resources of each organization necessary to assure the successful completion of the scanning project. Complete Paperless Solutions acknowledges that all confidential information disclosed by the City of Seal Beach will be held in strict confidence.

City of Seal Beach
Name:

Title:

Date:

Signature:

Complete Paperless Solutions
Name:

Title:

Date:

Signature:

Complete Paperless Solutions City of Seal Beach - Scanning Project

EXHIBIT B

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725. 5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

10. Consultant acknowledges that eight hours labor constitutes a legal day's work.

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."

12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend ( at Consultant's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.

Seal Beach -- Professional Services AgreementCPA—
Final Audit Report 2022- 04- 26
Created: 2022- 04- 26
By: Joseph Mempin [email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAe9HZxTnE_ UdYZa631aiBRgLFg5- ymnzX Seal Beach -- Professional Services Agreement- CPA_" History Document created by Joseph Mempin Qmempin@cps247. com)
2022- 04- 26 - 9: 44: 08 PM GMT
P4 Document emailed to Claude Schott (cschott@cps247. com) for signature 2022- 04- 26 - 9:44: 50 PM GMT
Email viewed by Claude Schott ( cschott@cps247. com)
2022- 04- 26 - 9:45: 09 PM GMT
6j0 Document e -signed by Claude Schott ( cschott@cps247. com) Signature Date: 2022- 04-26 - 9:45:38 PM GMT - Time Source: server Agreement completed.
2022- 04- 26 - 9: 45: 38 PM GMT
a
Adobe Acrobat Sign
ACORI7® CERTIFICATE OF LIABILITY INSURANCE

DATE( MM/ DD/ YYYY)

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 06/ 17/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCER CONTACT Carla Garcia
NAME:

Robert Harris Insurance Agency, Inc. aHicDNru ( 714) 619- 4480 a ( 714) 619-4481 Ext : CC IVo :

Lic. # 0216736 ADDRESS: E- MAIL Carla@reharris. cem
3150 Bristol St., Suite 200
INSURER( S) AFFORDING COVERAGE NAIC #
Costa Mesa CA 92626 INSURERA: Travelers Casualty Insurance Co ofAmerica 19046 INSURED INSURER B: Hartford Casualty Ins. Co. 29424
Complete Paperless Solutions INSURER C : Lloyds of London 5130 E La Palma Ave INSURER D :

Ste 206 INSURER E:

Anaheim CA 92807- 2078 INSURER F:

COVERAGES CERTIFICATE NUMBER- " Ll -LL ULAUro VVG lz& U RFVIAIf1N NI IMRFRTHIS 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.

INTRR L TYPE OF INSURANCE
AUULbUbR

INSD WVD POLICYNUMBER

MMIDYEFF
D
EXP

MM/ DD LIMITS

X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE FX] OCCUR
EACH OCCURRENCE S 2, 000, 000
PREMISES Eaoccurence S 300, 000
MED EXP ( Any one person) $ 5, 000
PERSONAL& ADV INJURY $
A Y 68088847614- 21 06/ 23/2021 06/ 23/2022 2, 000, 000 GEN' LAGGREGATE LIMITAPPLIES PER: I GENERALAGGREGATE $ 4,000,000 POLICY F—] PROJECT LOC PRODUCTS- COMP/ OPAGG $ 4,000,000 OTHER: S
AUTOMOBILE LIABILITY COMBINED SINGLE LIMITg 1, 000, 000 Ea accident ANYAUTO BODILY INJURY (Per person) S
A

OWNED SCHEDULED

AUTOS ONLY AUTOS
6BOBB847614- 20 06/ 23/ 2021 06/ 23/2022 BODILY INJURY ( Per accident) S

X AUTOS HIRED ONLY X AUTOS NON -OWNED ONLY
PROPERTY DAMAGE $
Per accident

UMBRELLA LIAB HCLAIMS- MADE
OCCUR EACH OCCURRENCE $
AGGREGATE $

EXCESS LIAR
DED I I RETENTION $
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YIN

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
OFFICER/ MEMBER EXCLUDED?
Mandatory in NH)
NIA 72WECZX9262 06/ 23/ 2021 06/ 23/ 2022
X1
PER

STATUTE EORH
E.L. EACH ACCIDENT $ 1, 000,000
E.L. DISEASE- EA EMPLOYEE $ 1, 000, 000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1, 000,000 C
Professional Liability
Claims Made Policy ESJ0731989025 06/ 23/ 2021 06/ 23/ 2022 Each Claim $ 2, 000,000
Aggregate $ 2, 000,000
Each Claim Ded. $ 10, 000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are named Additional Insured as their interest may appear as respects operations of the Named Insured perform # CGD2470419. Coverage provided is Primary over any other insurance maintained by the Additional Insured for all coverages except Professional Liability.

In the event of non- payment of premium, a 10 Day notice of cancellation will be sent.

City of Seal Beach Gloria Harper
211 Eighth St
Seal Beach CA 90740
L7a CL' 3- 1 AL1r L•- 10

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
U 1VUU- 2615 ACUKU UUKI- UKAIJUN. All rlgnts reservea.

ACORD 25 ( 2016103) The ACORD name and logo are registered marks of ACORD Other Named Insureds
Additional Named Insureds
Other, Insured Multiple Names
I OFAPPINF ( 02/2007) COPYRIGHT 2007, AMS SERVICES INC

ADDITIONAL COVERAGES
Ref # Description
CNTSC
Coverage Code
CNTSC
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description
Non- owned
Coverage Code
NOWND
Form No. Edition Date
Limit 1
2,000,000
Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description
Hired/ borrowed
Coverage Code
HRDBD
Form No. Edition Date
Limit 1
2, 000, 000
Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description
OSHF
Coverage Code
OSHF
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium

3. 00
Ref # Description
LECF
Coverage Code
LECF
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium

2. 00
Ref # Description
SIBT
Coverage Code
SIBT
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium

6. 00
Ref # Description
Waiver of Subrogation
Coverage Code
WVSUB
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 250. 00
Ref # Description
New Small Employer Credit
Coverage Code
NSEC
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 197. 00
Ref # Description
Territory Differential Prem 1
Coverage Code
TD1301
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium

7. 00
Ref # Description
Expense constant
Coverage Code
EXCNT
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 200. 00
Ref # 1Description
Assessment Fund
Coverage Code
ASMNT
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium

22. 00
rOFADTLCV Copyright 2001, AMS Services, Inc.

ADDITIONAL COVERAGES
Ref # Description
UEBTF
Coverage Code
UEBTF
Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium

1. 00
Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium FoFADTLCV Copyright 2001, AMS Services, Inc.
cfc
26 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 anyway 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.

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 i (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).

F ,.. nderirfi Ig L., ? C} Ajt4i..-x zed a+ t R9r741atCd 4y ` ha Pra, .„ I t odt, t ltlthOr * r Technology ( US) v3.1
1999- 2019 ZFf ; n leowtt ng L['" A' RipnP R SPr 6,1

2. Additional insureds
27 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 F t-riq tim,rpd ,-,' i r zed and Re yu' at- d b rc- F, nan_ ar < md, act Au; r n.t5 1q-_ • 91 FC onde, a rr* n7 Lt( as Rignt- RFSe,- e3 Technology ( US) v31 cfc z8
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.

S. Cancellation
This Policy maybe canceled with 30 days written notice y 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.

CP- tJnryef, A, ot, n,9 Ll nft3d Jr d,,i- t Autnor-ty
Technology { US} v3.1
e1999, 2019 CFC Unce, vent ng Lta AP PigFts Resp -? d
6'") Cfc 29

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 ohly), 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 andpay 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 F_ ti Ide ^ ' t) L ta,+ ,,,, i -1- 1 1< egUld' P(I L' thr Pnar-, 3 - 01,' t A Jtt) or•t_ 10r9 2J1- - Ff• r Q. q1- r; P.— Technology ( U5) v3. 1
f,- cfc 30
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, erroror 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.

CFC k Ttrnrj LIMIted A 11r or, zed iod Fe urattd 6 he Fina 1,. - al Car lu— Authovy, Technology JUS) 03 199"- 2019 FC LI - def . + t , LI! a P gnCs - YJA
dr, cfc
31 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 recove_ry_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 CF ndt' Na* cry m,ta, A ichor Zk i , nJ REg41dt- j by rhe Fina -ir,al C-) r• J• NJthord Baa 4 ' 9: FL 1Fr A '*, j r Al' , d t, Pei F a ITechnology ( US) v3. 1 cfc 32
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.

CFS underwntipg l lnitrd > Avtho. 1=- 1 anr4 GMgulate9 My true Poa c a) Dpd..^? A, -It Technology ( US) v3.7
1999- 2019 CFC U ider s• r, t nq Ltd All P- gi-, Pese, ea

TABLE OF CONTENTS

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
CG T1 00 02 19
SECTION I — COVERAGES Beginning on Page
Coverage A —
Bodily Injury and Property Insuring Agreement....................................................... 1 Damage Liability
Exclusions.................................................................... 2 Coverage B —
Personal and Advertising Insuring Agreement....................................................... 6 Injury Liability
Exclusions..................................................................... 6 Coverage C —
Medical Payments Insuring Agreement....................................................... 9 Exclusions.................................................................... 9 SupplementaryPayments................................................................................................... 10 SECTION II — WHO IS AN INSURED....................................................................................... 11 SECTION III — LIMITS OF INSURANCE................................................................................... 13 SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS........................................ 13 Bankruptcy......................................................................................................................... 13 Duties In The Event Of Occurrence, Offense, Claim Or Suit............................................... 13 LegalAction Against Us..................................................................................................... i4 OtherInsurance.........................................................•....................................................... 15 PremiumAudit..........................................................................................................•........ 16 Representations.................................................................................. ........... 16 SeparationOf Insureds...................................................................................................... 16 Transfer Of Rights Of Recovery Against Others To Us....................................................... 16 WhenWe Do Not Renew................................................................................................... 16 SECTIONV — DEFINITIONS.................................................................................................... 16 CG TO 34 0219

COMMERCIAL GENERAL LIABILITY

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words " you" and " your" refer to the Named Insured shown in the Declarations, and
any other person or organization qualifying as a Named
Insured under this policy. The words " we", " us" and
our" refer to the company providing this insurance.

The word " insured" means any person or organization
qualifying as such under Section If — Who Is An
Insured.

Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V —
Definitions.

SECTION I — COVERAGES
COVERAGE A — BODILY INJURY AND PROPERTY

DAMAGE LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of "bodily injury" or "property damage"
to which this insurance applies. We will have
the right and duty to defend the insured against
any " suit" seeking those damages. However,
we will have no duty to defend the insured
against any " suit" seeking damages for " bodily
injury" or " property damage" to which this
insurance does not apply. We may, at our
discretion, investigate any " occurrence" and
settle any claim or " suit" that may result. But:
1) The amount we will pay for damages is
limited as described in Section III — Limits
Of Insurance; and
2) Our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments.
b. This insurance applies to " bodily injury" and
property damage" only if:
1) The " bodily injury" or " property damage" is
caused by an "occurrence" that takes place
in the " coverage territory';
2) The " bodily injury" or " property damage"
occurs during the policy period; and
3) Prior to the policy period, no insured listed
under Paragraph 1. of Section 11 — Who Is
An Insured and no " employee" authorized
by you to give or receive notice of an
occurrence" or claim knew that the " bodily
injury" or " property damage" had occurred,
in whole or in part. If such a listed insured
or authorized " employee" knew, prior to the
policy period, that the " bodily injury" or
property damage" occurred, then any
continuation, change or resumption of such
bodily injury" or " property damage" during
or after the policy period will be deemed to
have been known prior to the policy period.
c. " Bodily injury" or " property damage" which
occurs during the policy period and was not,
prior to the policy period, known to have
occurred by any insured listed under Paragraph

1. of Section 11 — Who Is An Insured or any
employee" authorized by you to give or receive
notice of an " occurrence" or claim, includes any
continuation,, change or resumption of that
bodily injury" or " property damage" after the
end of the policy period.
d. " Bodily injury" or " property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1. of Section If — Who Is An
Insured or any " employee" authorized by you to
give or receive notice of an " occurrence" or
claim:
1) Reports all, or any part, of the " bodily
injury' or " property damage" to us or any
other insurer;
2) Receives a written or verbal demand or
claim for damages because of the " bodily
injury" or "property damage'; or
3) Becomes aware by any other means that
bodily injury" or " property damage" has
occurred or has begun to occur.

CG T1 00 0219 0 2017 The Travelers Indemnity Company. Ali rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
e. Damages because of " bodily injury" include
damages claimed by any person or organization
for care, loss of services or death resulting at
any time from the " bodily injury".

2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
Bodily injury" or " property damage" expected or
intended from the standpoint of the insured.

This exclusion does not apply to " bodily injury"
or " property damage" resulting from the use of
reasonable force to protect persons or property.
b. Contractual Liability
Bodily injury" or " property damage" 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
2) Assumed in a contract or agreement that is
an " insured contract", provided that the
bodily injury" or " property damage" occurs
subsequent to the execution of the contract
or agreement. Solely for the purposes of
liability assumed in an " insured contract",
reasonable attorneys' fees and necessary
litigation expenses incurred by or for a party
other than an insured will be deemed to be
damages because of " bodily injury" or
property damage", provided that:
a) Liability to such party for, or for the
cost of, that party' s defense has also
been assumed in the same " insured
contract'; 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.
c. Liquor Liability
Bodily injury" or " property damage" for which
any insured may be held liable by reason of:
1) Causing or contributing to the intoxication
of any person;
3) Any statute, ordinance or regulation relating
to the sale. gift, distribution or use of
alcoholic beverages.

This exclusion applies only if you are in the
business of manufacturing, distributing, selling,
serving or furnishing alcoholic beverages. For
the purposes of this exclusion, permitting a
person to bring alcoholic beverages on your
premises, for consumption on your premises,
whether or not a fee is charged or a license is
required for such activity, is not by itself
considered the business of selling, serving or
furnishing alcoholic beverages.
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits or
unemployment compensation law or any similar
law.
e. Employer's Liability
Bodily injury" to:
1) An " employee" of the insured arising out of
and in the course of:
a) Employment by the insured; or
b) Performing duties related to the
conduct of the insured' s business; or
2) The spouse, child, parent, brother or sister
of that " employee" as a consequence of
Paragraph ( 1) above.

This exclusion applies whether the insured may
be liable as an employer or in any other capacity
and to any obligation to share damages with or
repay someone else who must pay damages
because of the injury.

This exclusion does not apply to liability
assumed by ` the insured under an " insured
contract".
f. Pollution
1) " Bodily injury" or " property damage" arising
out of the actual, alleged or threatened
discharge, dispersal, seepage, migration,
release or escape of "pollutants":
a) At or from any premises, site or
location which is or was at any time
owned or occupied by, or rented or
loaned to, any insured. However, this
subparagraph does not apply to:
2) The fumishing of alcoholic beverages to a ( i) " Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that

Page 2 of 21 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission. is used to heat, cool or dehumidify
the building, or produced by or
originating from equipment that is
used to heat water for personal
use by the building' s occupants or
their guests;
ii) " Bodily injury" or " property
damage" for which you may be
held liable, if you are a contractor
and the owner or lessee of such
premises, site or location has been
added to your policy as an
additional insured with respect to
your ongoing operations performed
for that additional insured at that
premises, site or location and such
premises, site or location is not
and never was owned or occupied
by, or rented or loaned to, any
insured, other than that additional
insured; or
iii) "Bodily injury" or " property
damage" arising out of heat,
smoke or fumes from a " hostile
fire";
b) At or from any premises, site or
location which is or was at any time
used by or for any insured or others for
the handling, storage, disposal,
processing or treatment of waste;
c) If such " pollutants" are or were at any
time transported, handled, stored,
treated, disposed of, or processed as
waste by or for.
i) Any insured; or
ii) Any person or organization for
whom you may be legally
responsible;
d) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured' s
behalf are performing operations if the
pollutants" are brought on or to the
premises, site or location in connection
with such operations by such insured,
contractor or subcontractor. However,
this subparagraph does not apply to:
i) " Bodily injury" or " property
damage" arising out of the escape
of fuels, lubricants or other
operating fluids which are needed

COMMERCIAL GENERAL LIABILITY
to perform the normal electrical,
hydraulic or mechanical functions
necessary for the operation of
mobile equipment" or its parts, if
such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold, store
or receive them. This exception
does not apply if the " bodily injury"
or " property damage" arises out of
the intentional discharge, dispersal
or release of the fuels, lubricants
or other operating fluids, or if such
fuels, lubricants or other operating
fluids are brought on or to the
premises, site or location with the
intent that they be discharged,
dispersed or released as part of
the operations being performed by
such insured, contractor or
subcontractor;
ii) " Bodily injury" or " property
damage" sustained within a
building and caused by the release
of gases, fumes or vapors from
materials brought into that building
in connection with operations being
performed by you or on your behalf
by a contractor or subcontractor; or
iii)' Bodily injury" or " property
damage" arising out of heat,
smoke or fumes from a " hostile
fire'; or
e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured' s
behalf are or were at any time
performing operations to test for,
monitor, clean up, remove, contain,
treat, detoxify or neutralize, or in any
way respond to, or assess the effects
of, "pollutants".
2) Any loss, cost or expense arising out of
any:
a) Request, demand, order or statutory or
regulatory requirement that any insured
or others test for, monitor, clean up,
remove, contain, treat, detoxify or
neutralize, or in any way respond to, or
assess the effects of, " pollutants'; or
CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
b) Claim or suit by or on behalf of any b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of " mobile testing for, monitoring, cleaning up, equipment'; or
removing, containing, treating,
detoxifying or neutralizing, or in any 6) An aircraft that is:
way responding to, or assessing the a) Chartered with a pilot to any insured; effects of, " pollutants".
b) Not owned by any insured; and
g. Aircraft, Auto Or Watercraft c) Not beingused to ca an y person or Bodily injury" or "property damage" arising out property r a charge. of the ownership, maintenance, use or
entrustment to others of any aircraft, " auto" or
h. Mobile Equipment
watercraft owned or operated by or rented or Bodily injury" or " property damage" arising out loaned to any insured. Use includes operation of:
and " loading or unloading". 1) The transportation . of " mobile equipment" This exclusion applies even if the claims by an " auto" owned or operated by or against any insured allege negligence or other rented or loaned to any insured; or wrongdoing in the supervision, hiring,
employment, training or monitoring of others by 2) The use of " mobile equipment" in, or while that insured, if the " occurrence" which caused in practice for, or while being prepared for, the " bodily injury" or "property damage" involved any prearranged racing, speed, demolition, the ownership, maintenance, use or or stunting activity entrustment to others of any aircraft, " auto" or 1. War watercraft that is owned or operated by or Bodily injury" or "property damage" arising out rented or loaned to any insured. of:

This exclusion does not apply to: 1) War, including undeclared or civil war; 1) A watercraft while ashore on premises you 2) Warlike action by a military force, including own or rent; action in hindering or defending against an 2) A watercraft you do not own that is: actual or expected attack, by any a) 50 feet long or less; and
government, sovereign or other authority
using military personnel or other agents; or
b) Not being used to carry any person or 3) Insurrection, rebellion, revolution, usurped property for a charge;
power, or action taken by governmental
3) Parking an " auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. auto" is not owned by or rented or loaned j, Damage To Property to you or the insured; Property damage" to:
4) Liability assumed under any " insured
contract' for the ownership, maintenance or
1) Property you own, rent, or occupy,
use of aircraft or watercraft; including any costs or expenses incurred by you, or any other person, organization or
5) " Bodily injury" or " property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance
a) The operation of machinery or of such property for any reason, including equipment that is attached to, or part prevention of injury to a person or damage of, a land vehicle that would qualify as to another' s property; mobile equipment under the definition 2) Premises you sell, give away or abandon, if of " mobile equipment" if such land the " property damage" arises out of any vehicle were not subject to a part of those premises;
compulsory or financial responsibility
law, or other motor vehicle insurance 3) Property loaned to you; law, where it is licensed or principally 4) Personal property in the care, custody or garaged; or control of the insured;

Page 4 of 21 ends

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

COMMERCIAL GENERAL LIABILITY
5) That particular part of real property on accidental physical injury to " your product" or which you or any contractors or " your work" after it has been put to its intended subcontractors working directly or indirectly use.
on your behalf are performing operations, if n. Recall Of Products, Work Or Impaired the " property damage" arises out of those
operations; or
Properly
6) That particular part of any property that
Damages claimed for any loss, cost or expense
must be restored, repaired or replaced
incurred by you or others for the loss of use,
because " your work" was incorrectly
withdrawal, recall, inspection, repair,
performed on it.
replacement, adjustment, removal or disposal
of:

Paragraphs .( 1), ( 3) and ( 4) of this exclusion do
not apply to " premises damage". A separate
limit of insurance applies to " premises damage"
as described in Paragraph 6. of Section III —
Limits Of Insurance.

Paragraph ( 2) of this exclusion does not apply if
the premises are " your work" and were never
occupied, rented or held for rental by you.

Paragraphs ( 3), ( 4), ( 5) and ( 6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.

Paragraph ( 6) of this exclusion does not apply
to " property damage" included in the " products -
completed operations hazard".
k. Damage To Your Product
Property damage" to " your product" arising out
of it or any part of it.

I.. Damage To Your Work
Property damage" to " your work" arising out of
it or any part of it and included in the " products -
completed operations hazard".

This exclusion does not apply if the damaged
work or the work out of which the damage
arises was performed on your behalf by a
subcontractor.
m. Damage To Impaired Property Or Property
Not Physically Injured
Property damage" to " impaired property" or
property that has not been physically injured,
arising out of:
1) A defect, deficiency, inadequacy or
dangerous condition in " your product" or
Your work"; or
2) A delay or failure by you or anyone acting
on your behalf to perform a contract or
agreement in accordance with its terms.

This exclusion does not apply to the loss of use
of other property arising out of sudden and
1) " Your product";
2) " Your work"; or
3) " Impaired property';
if such product, work, or property is withdrawn
or recalled from the market or from use by any
person or organization because of a known or
suspected defect, deficiency, inadequacy or
dangerous condition in it.
o. Personal And Advertising Injury
Bodily injury" arising out of " personal and
advertising injury".
p. Electronic Data
Damages arising out of the loss of, loss of use
of, damage to, corruption of, inability to access,
or inability to manipulate " electronic data".

However, this exclusion does not apply to
liability for damages because of "bodily injury".
q. Unsolicited Communication
Bodily injury' or " property damage" arising out
of any actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".
r. Access Or Disclosure Of Conidfenital Or
Personal Information
Bodily injury' or " property damage" arising out
of any access to or disclosure of any person' s
or organization' s confidential or personal
information.
s. Asbestos
1) " Bodily .injury" or "property damage" arising
out of the actual or alleged presence or
actual, alleged or threatened dispersal of
asbestos, asbestos fibers or products
containing asbestos, provided that the
bodily injury" or " property damage" is
caused or contributed to by the hazardous
properties of asbestos.

COMMERCIAL GENERAL LIABILITY
2) " Bodily injury" or " property damage" arising
out of the actual or alleged presence or
actual, alleged or threatened dispersal of
any solid, liquid, gaseous or thermal irritant
or contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
suit" which also alleges any " bodily injury"
or " property damage" described in
Paragraph ( 1) above.
3) Any loss, cost or expense arising out of
any:
a) Request, demand, order or statutory or
regulatory requirement that any insured
or others test for, monitor, clean up,
remove, contain, treat, detoxify or
neutralize, or in any way respond to, or
assess the effects of, asbestos,
asbestos fibers or products containing
asbestos; or
b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization because of
testing for, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers or
products containing asbestos.

It. Employment -Related Practices
Bodily injury" to:
1) A person arising out of any:
a) Refusal to employ that person;
b) Termination of that person' s
employment; or
c) Employment- related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person' s right of privacy,
malicious prosecution or false arrest,
detention or imprisonment applied to or
directed at that person, regardless of
whether such practice, policy, act or
omission occurs, is applied or is
committed before, during or after the
time of that person' s employment; or
2) The spouse, child, parent, brother or sister
of that person as a consequence of " bodily
injury" to that person at whom any of the
employment- related practices described in
Paragraph ( a), ( b),or (c) above is directed.

Exclusions c. through n. do not apply to " premises
damage". A separate limit of insurance applies to
premises damage" as described in Paragraph 6. of
Section III — Limits Of Insurance.

COVERAGE B — PERSONAL AND ADVERTISING

INJURY LIABILITY

1. Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as damages
because of " personal and advertising injury" to
which this insurance applies. We will have the
right and duty to defend the insured against any
suit" seeking those damages. However, we will
have no duty to defend the insured against any
suit" seeking damages for " personal and
advertising injury" to which this insurance does
not apply. We may, at our discretion,
investigate any offense and settle any claim or
suit" that may result. But:
1) The amount we will pay for damages is
limited as described in Section III — Limits
Of Insurance; and
2) Our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B or
medical expenses under Coverage C.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments.
b. This insurance applies to " personal and
advertising injury" caused by an offense arising
out of your business but only if the offense was
committed in the " coverage territory" during the
policy period.

2. Exclusions
This insurance does not apply to:
a. Knowing Violation Of Rights Of Another
Personal and advertising injury" caused by or
at the direction of the insured with the
knowledge that the act would violate the rights
of another and would inflict " personal and
advertising injury".

Page 6 of 21 ends

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

This exclusion does not apply to " personal
injury" caused by malicious prosecution.
b. Material Published With Knowledge Of
Falsity
Personal and advertising injury" arising out of
oral or written publication, including publication
by electronic means, of material, if done by or at
the direction of the insured with knowledge of
its falsity.
c. Material Published Or Used Prior To Policy
Period
1) " Personal and advertising injury" arising out
of oral or written publication, including
publication by electronic means, of material
whose first publication took place before
the beginning of the policy period: or
2) " Advertising injury" arising out of
infringement of copyright, " title" or " slogan"
in your " advertisement" whose first
infringement in your " advertisement" was
committed before the beginning of the
policy period.
d. Criminal Acts
Personal and advertising injury" arising out of a
criminal act committed by or at the direction of
the insured.
e. Contractual Liability
Personal and advertising injury" for which the
insured has assumed 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
2) Because of " personal injury" assumed by
you in a contract or agreement that is an
insured contract", provided that the
personal injury" is caused by an offense
committed subsequent to the execution of
the contract or agreement. Solely for the
purposes of liability assumed by you in an
insured contract", reasonable attorneys'
fees and necessary litigation expenses
incurred by or for a party other than an
insured will be deemed to be damages
because of "personal injury", provided that:
a) Liability to such party for, or for the
cost of, that party' s defense has also
been assumed by you in the same
insured contract"; and

COMMERCIAL GENERAL LIABILITY
against a civil or alternative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.
f. Breach Of Contract
Advertising injury" arising out of a breach of
contract.
g. Quality Or Performance Of Goods - Failure
To Conform To Statements
Advertising injury" arising out of the failure of
goods, products or services . to conform with
any statement of quality or performance made
in your "advertisement".
h. Wrong Description Of Prices
Advertising injury" arising out of the wrong
description of the price of goods, products or
services stated in your "advertisement".
i. Intellectual Property
Personal and advertising injury" arising out of
any actual or alleged infringement or violation of
any of the following rights or laws, or any other
personal and advertising injury" alleged in any
claim or " suit" that also alleges any such
infringement or violation:
1) Copyright;
2) Patent;
3) Trade dress;
4) Trade name;
5) Trademark;
6) Trade secret; or
7), Other intellectual property rights or laws.

This exclusion does not apply to:
1) " Advertising injury" arising out of any actual
or alleged infringement or violation of
anothers copyright, " title" or " slogan" in
your " advertisement"; or
2) Any other " personal and advertising injury"
alleged in any claim or " suit" that also
alleges any such infringement or violation
of another' s copyright, " title" or " slogan" in
your "advertisement".
j. Insureds In Media And Internet Type
Businesses
Personal and advertising injury" caused by an
offense committed by an insured whose
business is:
b) Such attorneys' fees and litigation (
1) Advertising, " broadcasting" or publishing;
expenses are for defense of that party
CG T1 00 0219 ® 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
2) Designing or determining content of
websites for others; or
3) An Internet search, access, content or
service provider.

However, this exclusion does not apply to
Paragraphs a.( 1), ( 2) and ( 3) of the definition of
personal injury".

For the purposes of this exclusion:
1) Creating and producing correspondence
written in the conduct of your business,
bulletins, financial or annual reports, or
newsletters about your goods, products or
services will not be considered the
business of publishing; and
2) The placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet will not, by itself, be considered
the business of advertising, " broadcasting"
or publishing.
k. Electronic Chatrooms Or Bulletin Boards
Personal and advertising injury" arising out of
an electronic chatroom or bulletin board the
insured hosts or owns, or over which the
insured exercises control.

1. Unauthorized Use Of Another' s Name Or
Product
Personal and advertising injury" arising out of
the unauthorized use of another' s name or
product in your e- mail address, domain name or
metatag, or any other similar tactics to mislead
another' s potential customers.
m. Pollution
Personal and advertising injury" arising out of
the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants" at any time.
n. Pollution -Related
Any loss, cost or expense arising out of any:
1) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects
of, " pollutants'; or
neutralizing, or in any way responding to,or
assessing the effects of, "pollutants".
o. War
Personal and advertising injury" arising out of:
1) War, including undeclared or civil war,
2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents; or
3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
p. Unsolicited Communication
Personal and advertising injury" arising out of
any actual or alleged violation of any law that
restricts or prohibits the sending, transmitting
or distributing of "unsolicited communication".
q. Access Or Disclosure Of Confidenital Or
Personal information
Personal and advertising injury" arising out of
any access to or disclosure of any person's or
organization' s confidential or personal
information.
r. Asbestos
1) " Personal and advertising injury" arising out
of the actual or alleged presence or actual,
alleged or threatened dispersal of asbestos,
asbestos fibers or products containing
asbestos, provided that the " personal and
advertising injury" is caused or contributed
to by the hazardous properties of asbestos.
2) " Personal and advertising injury" arising out
of the actual or alleged presence or actual,
alleged or threatened dispersal of any solid,
liquid, gaseous or thermal irritant or
contaminant, including smoke, vapors,
soot, fumes, acids, alkalis, chemicals and
waste, and that are part of any claim or
suit" which also alleges any " personal and
advertising injury" described in Paragraph
1) above.
3) Any loss, cost or expense arising out of
any:
2) Claim or suit by or on behalf of any ( a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or

Page 8 of 21 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission. assess the effects of, asbestos,
asbestos fibers or products containing
asbestos; or
b) Claim or suit by or on behalf of any
governmental authority or any other
person or organization because of
testing for,, monitoring, cleaning up,
removing, containing, treating,
detoxifying or neutralizing, or in any
way responding to, or assessing the
effects of, asbestos, asbestos fibers or
products containing asbestos.
s. Employment - Related Practices
Personal injury" to:
1) A person arising out of any:
a) Refusal to employ that person;
b) Termination of that person' s
employment; or
c) Employment- related practice, policy,
act or omission, such as coercion,
demotion, evaluation, reassignment,
discipline, failure to promote or
advance, harassment, humiliation,
discrimination, libel, slander, violation
of the person' s right of privacy,
malicious prosecution or false arrest,
detention or imprisonment applied to or
directed at that person, regardless of
whether such practice, policy, act or
omission occurs, is applied or is
committed before, during or after the
time of that person' s employment; or

COMMERCIAL GENERAL LIABILITY
3) Because of your operations;
provided that:
a) The accident takes place in the " coverage
territory" and during the policy period;
b) The expenses are incurred and reported to
us within one year of the date of the
accident; and
c) The injured person submits to examination,
at our expense, by physicians of our choice
as often as we reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
1) First aid administered at the time of an
accident;
2) Necessary medical, surgical, X- ray and
dental services, including prosthetic
devices; and
3) Necessary ambulance, hospital,
professional nursing and funeral services.

2. Exclusions
We will not pay expenses for " bodily injury":
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
C.
2) The spouse, child, parent, brother or sister
of that person as a consequence of
personal injury" to that person at whom
any of the employment- related practices d,
described in Paragraph ( a), ( b), or ( c)
above is directed.

COVERAGE C — MEDICAL PAYMENTS

1. Insuring Agreement
a. We will pay medical expenses as described
below for " bodily injury" caused by an accident:
1) On premises you own or rent;
To a person hired to do work for or on behalf of
any insured or a tenant of any insured.

Injury On Normally Occupied Premises
To a person injured on that part of premises
you own or rent that the person normally
occupies.

Workers' Compensation And Similar Laws
To a person, whether or not an " employee" of
any insured, if benefits for the " bodily injury" are
payable or must be provided under a workers'
compensation or disability benefits law or a
similar law.
e. Athletics Activities
To a person injured while practicing, instructing
or participating in any physical exercises or
games, sports, or athletic contests.
f. Products - Completed Operations Hazard
Included within the " products -completed
operations hazard".
2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A.

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

Page 9 of 21 ends

COMMERCIAL GENERAL LIABILITY

SUPPLEMENTARY PAYMENTS

1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an insured we defend:
a. All expenses we incur.
b. Up to $ 2, 500 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.
c. The cost of bonds to release attachments, but
only for bond amounts within the applicable limit
of insurance. 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 $ 500 a
day because of time off from work.
e. All court costs taxed against the insured in the
suit". However, these payments do not include
attorneys' fees or attorneys' expenses taxed
against the insured.
f. Prejudgment interest awarded against the
insured on that part of the judgment we pay. If
we make an offer to pay the applicable limit of
insurance, we will not pay any prejudgment
interest based on that period of time after the
offer.
g. All interest on the full amount of any judgment
that accrues after entry of the judgment and
before we have paid, offered to pay, or
deposited in court the part of the judgment that
is within the applicable limit of insurance.

These payments will not reduce the limits of
insurance.

2. If we defend an insured against a " suit" and an
indemnitee of the insured is also named as a party
to the " suit", we will defend that indemnitee if all of the following conditions are met:
a. The " suit" against the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in a contract or
agreement that is an " insured contract";
assumed by the insured in the same " insured
contract'
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;
e. The indemnitee and the insured ask us to
conduct and control the defense of that
indemnitee against such " suit" and agree that
we can assign the same counsel to defend the
insured and the indemnitee; and
f. The indemnitee:
1) Agrees in writing to:
a) Cooperate with us in the investigation,
settlement or defense of the " suit';
b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
suit'
c) Notify any other insurer whose
coverage is available to the indemnitee:
and
d) Cooperate with us with respect to
coordinating other applicable insurance
available to the indemnitee; and
2) Provides us with written authorization to:
a) Obtain records and other information
related to, the " suit'; and
b) Conduct and control the defense of the
indemnitee in such "suit".

So long as the above conditions are met, attorneys'
fees incurred by us in the defense of that
indemnitee, necessary litigation expenses incurred
by us and necessary litigation expenses incurred by
the indemnitee at our request will be paid as
Supplementary Payments. Notwithstanding the
provisions of Paragraph 2.b.(2) of Section I —
Coverages — Coverage A — Bodily Injury And
Property Damage Liability or Paragraph 2. e. of
Section I — Coverages — Coverage B — Personal
And Advertising Injury Liability, such payments will
not be deemed to be damages for " bodily injury",
property damage" or " personal injury", and will not
reduce the limits of insurance.
b. This insurance applies to such liability assumed Our obligation to defend an insured' s indemnitee by the insured; and to pay for attorneys' fees and necessary
c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when:

Page 10 of 21 ends

Includes copyrighted material of Insurance Services Office, Inc. wish its permission. a. We have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses; or
b. The conditions set forth above, or the terms of
the agreement described in Paragraph f. above,
are no longer met.

SECTION 11— WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the conduct
of a business of which you are the sole owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an insured.

Your members are also insureds, but only with
respect to the conduct of your business. Your
managers are insureds, but only with respect to
their duties as your managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are an
insured. Your " executive officers" and .directors
are insureds, but only with respect to their
duties as your officers or directors. Your
stockholders are also insureds, but only with
respect to their liability as stockholders.
e. A trust, you are an insured. Your trustees are
also insureds, but only with respect to their
duties as trustees.

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 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

COMMERCIAL GENERAL LIABILITY
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 Paragraph
1)( a) or ( b) above; or
d) Arising out of his or her providing or
failing to provide professional health
care services.

Unless you are in the business or
occupation of providing professional health
care services, Paragraphs ( 1)( a), ( b), ( c)
and ( d) above do not apply to " bodily injury"
arising out of providing or failing to provide
first aid or " Good Samaritan services" by
any of your " employees" or " volunteer
workers", other than an employed or
volunteer doctor. Any such " employees" or
volunteer workers" providing or failing to
provide first aid or " Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct of
your business.
2) " Property damage" to property:
a) Owned, occupied or used by;
b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your " employees", " volunteer
workers", any partner or member ( if you are
a partnership or joint venture), or any
member ( if you are a limited liability
company).
b. Any person ( other than your " employee" or
volunteer worker"), or any organization, while
acting as your real estate manager.
c. Any person or organization having proper
temporary custody of your property if you die,
but only:
1) With respect to liability arising out of the
maintenance or use of that property; and
2) Until your legal representative has been
appointed.

COMMERCIAL GENERAL LIABILITY
d. Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
e. Any person or organization that, with your
express or implied consent, either uses or is
responsible for the use of a watercraft that you
do not own that is:
1) 50 feet long or less; and
2) Not being used to carry any person or
property for a charge.

3. Any organization you newly acquire or form, other
than a partnership, joint venture or limited liability
company, and of which you are the sole owner or in
which you maintain an ownership interest of more
than 50%, 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;
S.
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.

For the purposes of Paragraph 1. of Section II —
Who Is An Insured, each such organization will be
deemed to be designated in the Declarations as:
a. An organization, other than a partnership, joint
venture or limited liability company; or
b. A trust;
as indicated in its name or the documents that
govern its structure.

4. Any person or organization that is a premises
owner, manager or lessor and that you have agreed
in a written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for " bodily injury", " property damage" or " personal and
advertising injury" that:
a. Is " bodily injury" or " property damage" that
occurs, or is " personal and advertising injury"
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Arises out of the ownership, maintenance or
use of that part of any premises leased to you.

The insurance provided to such premises owner,
manager or lessor is subject to the following
provisions:
a. The limits of insurance provided to such
premises owner, manager or lessor will be the
minimum limits that you agreed to provide in the
written contract or agreement, or the limits
shown in the Declarations, whichever are less.
b. The insurance provided to such premises
owner, manager or lessor does not apply to:
1) Any " bodily injury" or " property damage"
that occurs, or " personal and advertising
injury" caused by an offense that is
committed, after you cease to be a tenant in
that premises; or
2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such premises owner, manager or
lessor.

Any person or organization that is an equipment
lessor and that you have agreed in a written contract
or agreement to include as an additional insured on
this Coverage Part is an insured, but only with
respect to liability for " bodily injury", " property
damage", or "personal and advertising injury" that:
a. Is " bodily injury" or " property damage" that
occurs, or is " personal and advertising injury"
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and
b. Is caused, in whole or in part, by your acts or
omissions in the maintenance, operation or use
of equipment leased to you by such equipment
lessor.

The insurance provided to such equipment lessor is
subject to the following provisions:
a. The limits of insurance provided to such
equipment lessor will be the minimum limits that
you agreed to provide in the written contract or
agreement, or the limits shown in the
Declarations, whichever are less.
b. The insurance provided to such equipment
lessor does not apply to any " bodily injury" or
property damage" that occurs, or " personal
and advertising injury" caused by an offense
that is committed, after the equipment lease
expires.

No person or organization is an insured with respect to the conduct of any current or past partnership, joint

Page 12 of 21 ends

Includes copyrighted material of Insurance Services Office, Inc. with its permission. venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph
does not apply to any such partnership, joint venture or limited liability company that otherwisequalifies as an insured under Section II — Who Is An Insured.

SECTION III — LIMITS OF INSURANCE

1. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay
regardless of the number of:
a. Insureds;
b. Claims made or " suits" brought; or
c. Persons or organizations making claims or
bringing " suits".

2. The General Aggregate Limit is the most we will pay
for the sum of:
a. Medical expenses under Coverage C;
b. Damages under Coverage A, except damages
because of " bodily injury" or " property damage"
included in the " products -completed operations
hazard' and
c. Damages under Coverage B.

3. The Products -Completed Operations Aggregate
Limit is the most we will pay under Coverage A for
damages because of " bodily injury" and " property
damage" included in the " products - completed
operations hazard".

4. Subject to Paragraph 2. above, the Personal And
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all " personal injury" and " advertising
injury" sustained by any one person or organization.

5. Subject to Paragraph 2. or 3. above, whichever
applies, the Each Occurrence Limit is the most we
will pay for the sum of:
a. Damages under Coverage A; and
b. Medical expenses under Coverage C;
because of all " bodily injury" and " property damage"
arising out of any one " occurrence".

For the purposes of determining the applicable
Each Occurrence Limit, all related acts or
omissions committed in providing or failing to
provide first aid or " Good Samaritan services" to
any one person will be deemed to be one
occurrence".

COMMERCIAL GENERAL LIABILITY
a. The amount shown for the Damage To
Premises Rented To You Limit in the
Declarations of this Coverage Part; or
b. $ 300, 000 if no amount is shown for the
Damage To Premises Rented To You Limit in
the Declarations of this Coverage Part.

7. Subject to Paragraph S. above. the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses because of
bodily injury" sustained by any one person.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to any remaining period of less than 12 months, starting with
the beginning of the policy period shown in the
Declarations, unless the policy period is extended after issuance for an additional period of less than 12
months. In that case. the additional period will be
deemed part of the last preceding period for purposes of determining the Limits of Insurance.

SECTION IV — COMMERCIAL GENERAL LIABILITY

CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured' s estate will not relieve us of our obligations under this Coverage Part.

2. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
a. You must see to it that we are notified as soon
as practicable of an " occurrence" or an offense
which may result in a claim. To the extent
possible, notice should include:
1) How, when and where the " occurrence" or
offense took place;
2) The names and addresses of any injured
persons and witnesses; and
3) The nature and location of any injury or
damage arising out of the ' occurrence" or
offense.
b. If a claim is made or " suit" is brought against
any insured, you must:
1) Immediately record the specifics of the
claim or "suit" and the date received: and
2) Notify us as soon as practicable.

You must see to it that we receive written notice
of the claim or " suit" as soon as practicable.

6. Subject to Paragraph S. above, the Damage To
c. You and any other involved insured must: Premises Rented To You Limit is the most we will pay under Coverage A for damages because of ( 1) Immediately send us copies of any premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or " suit";
CG T7 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
2) Authorize us to obtain records and other
information;
3) Cooperate with us in the investigation or
settlement of the claim or defense against
the " suit"; and
4) Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of injury or damage
to which this insurance may also apply.
d. No insured will, except at that insured' s own
cost, voluntarily make a payment, assume any
obligation, or incur any expense, other than for
first aid, without our consent.
e. The following provisions apply to Paragraph a.
above, but only for purposes of the insurance
provided under this Coverage Part to you or any
insured listed in Paragraph 1. or 2. of Section II
Who Is An Insured:
1) Notice to us of such " occurrence" or
offense must be given as soon as
practicable only after the " occurrence" or
offense is known to you ( if you are an
individual), any of your partners or
members who is an individual ( if you are a
partnership or joint venture), any of your
managers who is an individual ( if you are a
limited liability company), any of your
executive officers" or directors ( if you are
an organization other than a partnership,
joint venture, or limited liability company),
any of your trustees who is an individual ( if
you are a trust) or any " employee"
authorized by you to give notice of an
occurrence" or offense.
2) If you are a partnership, joint venture,
limited liability company or trust, and none
of your partners, joint venture members,
managers or trustees are individuals, notice
to us of such " occurrence" or offense must
be given as soon as practicable only after
the " occurrence" or offense is known by:
a) Any individual who is:
1) A partner or member of any
partnership or joint venture;
ii) A manager of any limited liability
company;
iii) An executive officer or director of
any other organization; or
iv) A trustee of any trust:
that is your partner, joint venture
member, manager or trustee; or
b) Any employee authorized by such
partnership, joint venture, limited
liability company, trust or other
organization to give notice of an
occurrence" or offense.
3) Notice to us of such " occurrence" or
offense will be deemed to be given as soon
as practicable if it is given in good faith as
soon as practicable to your workers'
compensation insurer. This applies only if
you subsequently give notice to us of the
occurrence" or offense as soon as
practicable after any of the persons
described in Paragraph e.( 1) or ( 2) above
discovers that the " occurrence" or offense
may result in sums to which the insurance
provided under this Coverage Part may
apply.

However, if this policy includes an endorsement
that provides limited coverage for " bodily injury"
or " property damage" or pollution costs arising
out of a discharge, release or escape of
pollutants" which contains a requirement that
the discharge, release or escape of " pollutants"
must be reported to us within a specific number
of days after its abrupt commencement, this
Paragraph e. does not affect that requirement.

3. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us into
a " suit" asking for damages from an insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.

A person or organization may sue us to recover on
an agreed settlement or on a final judgment against
an insured; but we will not be liable for damages
that are not payable under the terms of this
Coverage Part or that are in excess of the
applicable limit of insurance. An agreed settlement
means a settlement and release of liability signed by
us, the insured, and the claimant or the claimant's
legal representative.

Page 14 of 21 ends

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

4. Other Insurance
If valid and collectible other 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 described in Paragraphs a. and b. below.

As used anywhere in this Coverage Part, other
insurance means insurance, or the funding of
losses, that is provided by, through or on behalf of:
i) Another insurance company;
ii) Us or any of our aff[Gated insurance companies,
except when the Non cumulation of Each
Occurrence Limit provision of Paragraph S. of
Section III — Limits Of Insurance or the Non
cumulation of Personal and Advertising Injury
Limit provision of Paragraph 4. of Section Ile —
Limits of Insurance applies because the
Amendment — Non Cumulation Of Each
Occurrence Limit Of Liability And Non
Cumulation Of Personal And Advertising Injury
Limit endorsement is included in this policy;
iii) Any risk retention group; or
iv) Any self-insurance method or program, in
which case the insured will be deemed to be
the provider of other insurance.

Other insurance does not include umbrella
insurance, or excess insurance, that was bought
specifically to apply in excess of the Limits of
Insurance shown in the Declarations of this
Coverage Part.

As used anywhere in this Coverage Part, other
insurer means a provider of other insurance. As
used in Paragraph c. below, insurer means a
provider of insurance.
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,
except when Paragraph d. below applies.
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 Fire, Extended Coverage,
Builder' s Risk, Installation Risk or
similar coverage for " your work";

COMMERCIAL GENERAL LIABILITY
ii) That is insurance for " premises
damage";
iii) If the loss arises out of the
maintenance or use of aircraft.
autos" or watercraft to the extent
not subject to any exclusion in this
Coverage Part that applies to
aircraft, " autos" or watercraft;
iv) That is insurance available to a
premises owner, manager or
lessor that qualifies as an insured
under Paragraph 4. of Section 11—
Who Is An Insured, except when
Paragraph d. below applies; or
v) That is insurance available to an
equipment lessor that qualifies as
an insured under Paragraph S. of
Section II — Who Is An Insured,
except when Paragraph d. below
applies.
b) Any of the other insurance, whether
primary, excess, contingent or on any
other basis, that is available to the
insured when the insured is an
additional insured, or is any other
insured that does not qualify as a
named insured, under such other
insurance.
2) When this insurance is excess, we will
have no duty under Coverages A or B to
defend the insured against any " suit" if any
other insurer has a duty to defend the
insured against that " suit". If no other
insurer defends, we will undertake to do so,
but we will be entitled to the insured' s rights
against all those other insurers.
3) When this insurance is excess over other
insurance, we will pay only our share of the
amount of the loss, if any, that exceeds the
sum of:
a) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
b) The total of all deductible and selfinsured amounts under all that other insurance.
4) We will share the remaining loss, if any,
with any other insurance that is not
described in this Excess Insurance
provision and was not bought specifically to
apply in excess of the Limits of Insurance
shown in the Declarations of this Coverage
Part.

COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also.

Under this approach each insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer' s
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
d. Primary And Non -Contributory Insurance ff
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such insured
which covers such insured as a named insured.
and we will not share with that other insurance,
provided that:
1) The " bodily injury" or " property damage" for
which coverage is sought occurs; and
2) The " personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.

5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only. At
the close of each audit period we will compute
the earned premium for that period and send
notice to the first Named Insured. The due date
for audit and retrospective premiums is the date
shown as the due date on the bill. If the sum of
the advance and audit premiums paid for the
policy period is greater than the earned
premium, we will return the excess to the first
Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

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.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or regulations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or "suit" is brought.

8. Transfer Of Rights Of Recovery Against Others
To Us
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.

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in
the Declarations written notice of the nonrenewal
not less than 30 days before the expiration date.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V — DEFINITIONS

1. " Advertisement" means a notice that is broadcast or published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for the purposes of attracting customers or
supporters is considered an advertisement.

Page 16 of 21 ends

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

2. " Advertising injury":
a. Means injury caused by one or more of the
following offenses:
1) Oral or written publication, including
publication by electronic means, of material
in your " advertisement" that slanders or
libels a person or organization or
disparages a person' s or organization' s
goods, products or services, provided that
the claim is made or the " suit" is brought by
a person or organization that claims to have
been slandered or libeled, or that claims to
have had its goods, products or services
disparaged;
2) Oral or written publication, including
publication by electronic means, of material
in your " advertisement" that:
a) Appropriates a person' s- name, voice,
photograph or likeness; or
b) Unreasonably places a person in a
false light; or
3)` Infringement of copyright, " title" or " slogan"
in your " advertisement", provided that the
claim is made or the " suit" is brought by a
person or- organization that claims
ownership of such copyright, " title" or
slogan".
b. Includes " bodily injury" caused by one or more
of the offenses described in Paragraph a.
above.

3. " Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law, or
other motor vehicle insurance law, where it is
licensed or principally garaged.

However, " auto" does not include " mobile
equipment".

4. ' Bodily injury" means:
a. Physical harm, including sickness or disease,
sustained by a person; or
b. Mental anguish, injury or illness, or emotional
distress, resulting at any time from such
physical harm, sickness or disease.

S. " Broadcasting" means transmitting any audio or
visual material for any purpose:
a. By radio or television; or

COMMERCIAL GENERAL LIABILITY
b. In, by or with any other electronic means of
communication, such as the Internet, if that
material is part of:
1) Radio or television programming being
transmitted;
2) Other entertainment, educational,
instructional, music or news programming
being transmitted; or
3) Advertising transmitted with any of such
programming.

6. " Coverage territory" means:
a. The United States of America ( including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if the
injury or damage occurs in the course of travel
or transportation between any places included
in Paragraph a. above; or
c. All other parts of the world if the injury or
damage arises out of.
1) Goods or products made or sold by you in
the territory described in Paragraph a.
above;
2) The activities of a person whose home is in
the territory described in Paragraph a.
above, but is away for a short time on your
business; or
3) " Personal and advertising injury" offenses
that take place through the Internet or
similar electronic means of communication;
provided the insured' s responsibility to pay
damages is determined in a " suit" on the merits in
the territory described in Paragraph a. above, or in a
settlement we agree to.

7. " Electronic data" means information, facts or
programs stored as or on, created or used on, or
transmitted to or from computer software ( including
systems and applications software), hard or floppy
disks, CD- ROMs, tapes, drives, cells, data
processing devices or any other media which are
used with electronically controlled equipment.

8. " Employee" includes a " leased worker". " Employee" does not include a "temporary worker'.

9. " Executive officer' means a person holding any of
the officer positions created by your charter,
constitution, bylaws or any other similar governing
document.

CG T1 00 0219 ® 2017 The Travelers Indemnity Company. Ali rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY

10. " Good Samaritan services" means any emergency
medical services for which no compensation is
demanded or received.

11. " Hostile fire" means a fire which becomes
uncontrollable or breaks out from where it was
intended to be.

12. " Impaired property" means tangible property, other than " your product" or " your work", that cannot be
used or is less useful because:
a. It incorporates " your product" or " your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract
or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of "your
product" or "your work" or your fulfilling the terms of the contract or agreement.

13. " 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 " premises damage" is not an
insured contract";
b. A sidetrack agreement;
c. Any easement or license agreement, except in
connection with construction or demolition
operations on or within 50 feet of a railroad;
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 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 a railroad for " bodily
injury" or " property damage" arising out of
construction or demolition operations,
within 50 feet of any railroad property and
affecting any railroad bridge or trestle,
tracks, roadbeds, tunnel, underpass or
crossing;
2) 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
3) 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 ( 2) above and supervisory,
inspection, architectural or engineering
activities.

14. " Leased worker" means a person leased to you by a
labor leasing firm under an 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".

15. " Loading or unloading" means the handling of
property:
ai After it is moved from the place where it is
accepted for movement into or onto an aircraft,
watercraft or "auto';
b. While it is in or on an aircraft, watercraft or
auto"; or
c. While it is being moved from an aircraft,
watercraft or " auto" to the place where it is
finally delivered;
but " loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not attached
to the aircraft, watercraft or "auto".

16. " Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next to
premises you own or rent;
c. Vehicles that travel on crawler treads;

Page 18 of 21 ends

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

COMMERCIAL GENERAL LIABILITY
d. Vehicles, whether self- propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or " Good Samaritan permanently mounted: services" to a person, unless you are in the 1) Power cranes, shovels, loaders, diggers or
business or occupation of providing
drills; or
professional health care services.
2) Road construction or
equipment such as graders,
rollers;
resurfacing 18. " Personal and advertising injury" means " personal scrapers or injury" or "advertising injury".
e. Vehicles not described in Paragraph a., b., c.
or d. above that are not self- propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
2) Cherry pickers and similar devices used to
raise or lower workers;
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 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.

However, " mobile equipment" does not include any
land vehicle that is subject to a compulsory or
financial responsibility law, or other motor vehicle
insurance law, where it is licensed or principally
garaged. Such land vehicles are considered
autos".

19. " Personal injury":
a. Means injury, other than " advertising injury",
caused by one or more of the following
offenses:
1) False arrest, detention or imprisonment;
2) Malicious prosecution;
3) 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, provided that the
wrongful eviction, wrongful entry or invasion
of the right of private occupancy is
committed by or on behalf of the owner,
landlord or lessor of that room, dwelling or
premises;
4) Oral or written publication, including
publication by electronic means, of material
that slanders or libels a person or
organization or disparages a person' s or
organization' s goods, products or services,
provided that the claim is made or the " suit"
is brought by a person or organization that
claims to have been slandered or libeled, or
that claims to have had its goods, products
or services disparaged; or
5) Oral or written publication, including
publication by electronic means, of material
that:
a) Appropriates a person' s name, voice,
photograph or likeness; or
b) Unreasonably places a person in a
false light.
b. Includes " bodily injury" caused by one or more
of the offenses described in Paragraph a.
above.

17. " Occurrence" means:

20. " Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed.

COMMERCIAL GENERAL LIABILITY

21. " Premises damage" means: contract calls for work at more than a. With respect p to the first paragraph of the
one job site.
exceptions in Exclusion j. of Section I — c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, " property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project.
b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, " property damage" to completed. any premises while rented to you for a period of b. Does not include " bodily injury" or " property more than seven consecutive days, or white damage" arising out of:
temporarily occupied by you with permission of
the owner, caused by: 1) The transportation of property, unless the injury or damage arises out of a condition in

1.) Fire;
or on a vehicle not owned or operated by
2) Explosion, you, and that condition was created by the 3) Lightning; loading or unloading" of that vehicle by any insured;
4) Smoke resulting from fire, explosion or ( 2) The existence of tools, uninstalled lightning; or equipment or abandoned or unused
S) Water. materials; or
But " premises damage" under this Paragraph ( 3) Products or operations for which the b. does not include " property damage" to any classification, listed in the Declarations or premises caused by: in a policy Schedule. states that products - completed operations are subject to the
1) Rupture, bursting, or operation of pressure
relief devices;
General Aggregate Limit.
2) Rupture or bursting due to expansion or
swelling of the contents of any building or
structure caused by or resulting from water;
or
3) Explosion of steam boilers, steam pipes,
steam engines or steam turbines.

22. " Products -completed operations hazard":
a. Includes all " bodily injury" and " property
damage" occurring away from premises you
own or rent and arising out of "your product" or
your work" except:
1) Products that are still in your physical
possession; or
2) Work that has not yet been completed or
abandoned. However, " your work" will be
deemed completed at the earliest of the
following times:
a) When all of the work called for in your
contract has been completed.
b) When all of the work to be done at the
job site has been completed if your

23. " Property damage" means:
a. Physical injury to tangible property, including all
resulting loss of use of that property. All such
loss of use will be deemed to occur at the time of
the physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use will be
deemed to occur at the time of the " occurrence"
that caused it.

For the purposes of this insurance, " electronic data"
is not tangible property.

24. " Slogan":
a. Means a phrase that others use for the purpose
of attracting attention in their advertising.
b. Does not include a phrase used as, or in, the
name of:
1) Any person or organization, other than you;
or
2) Any business, or any of the premises,
goods, products, services or work, of any
person or organization, other than you.

Page 20 of 21 ends

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

25. " Suit" means a civil proceeding in which damages
because of " bodily injury", " property damage" or
personal and advertising injury" to which this
insurance applies are alleged. " Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the insured
must submit or does submit with our consent;
or
b. Any other alternative dispute resolution
proceeding in which such damages are claimed
and to which the insured submits with our
consent.

26. " Temporary worker" means a person who is
furnished to you to substitute for a permanent
employee" on leave or to meet seasonal or shortterm workload conditions.

27. " Title" means a name of a literary or artistic work.

28. " Unsolicited communication" means any
communication, in any form, that the recipient of
such communication did not specifically request to
receive.

29. " Volunteer worker" means a person who is not your
employee", and who donates his or her work and
acts at the direction of and within the scope of
duties determined by you, and is not paid a fee,
salary or other compensation by you or anyone else
for their work performed for you.

30. " Your product':
a. Means:
1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:

COMMERCIAL GENERAL LIABILITY
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 or use of " your
product"; and
2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sold.

31. " Your work":
a. Means:
1) Work or operations performed by you or on
your behalf; and
2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes:
1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of " your
work": and
2) The providing of or failure to provide
warnings or instructions.

COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XTEND ENDORSEMENT FOR TECHNOLOGY
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL. LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. Non -Owned Watercraft — 75 Feet Long Or Less
B. Who Is An Insured — Unnamed Subsidiaries
C. Who is An Insured — Employees — Supervisory
Positions
D. Who Is An Insured — Newly Acquired Or Formed
Limited Liability Companies
E. Who Is An Insured — Liability For Conduct Of
Unnamed Partnerships Or Joint Ventures
F. Blanket Additional Insured — Persons Or
Organizations For Your Ongoing Operations As
Required By Written Contract Or Agreement
G. Blanket Additional insured Broad Form Vendors
H. Blanket Additional Insured — Controlling Interest

PROVISIONS

1. Blanket Additional Insured — Mortgagees,
Assignees, Successors Or Receivers
J. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Premises
K. Blanket Additional Insured — Governmental
Entities — Permits Or Authorizations Relating To
Operations
L.. Medical Payments — Increased Limit
M. Blanket Waiver Of Subrogation
N. Contractual Liability —Railroads
O. Damage To Premises Rented To You
A. NON -OWNED WATER CRAFT — 75 FEET LONG

OR LESS

1. The following replaces Paragraph ( 2) of
Exclusion g., Aircraft. Auto Or Watercraft,
in Paragraph 2. of SECTION I —
COVERAGES — COVERAGE A — BODILY B.

INJURY AND PROPERTY DAMAGE
LIABILITY:
2) A watercraft you do not own that is:
a) 75 feet long or less; and
b) Not being used to carry any person or
property for a charge;

2. The following replaces Paragraph 2.e. of
SECTION 11— WHO IS AN INSURED:
is responsible for the use of a watercraft
that you do not own that is:
1) 75 feet long or less; and
2) Not being used to carry any person or
property for a charge.

WHO IS AN INSURED — UNNAMED

SUBSIDIARIES
The following is added to SECTION it — WHO IS
AN INSURED:

Any of your subsidiaries, other than a partnership
or joint venture, that is not shown as a Named
Insured in the Declarations is a Named insured if.
a. You are the sole owner of, or maintain an
ownership interest of more than 50% in. such
subsidiary on the first day of the policy period;
and
e. Any person or organization that. with your
express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance.

COMMERCIAL GENERAL LIABILITY
No such subsidiary is an insured for " bodily injury"
or " property damage" that occurred, or " personal
and advertising injury" caused by an offense
committed:
a. Before you maintained an ownership interest
of more than 50% in such subsidiary; or
b. After the date, if any, during the policy period
that you no longer maintain an ownership
interest of more than 50% in such subsidiary.

For purposes of Paragraph 1. of Section 11 — Who
Is An Insured, each such subsidiary will be
deemed to be designated in the Declarations as:
a. A limited liability company;
b. An organization other than a partnership, joint
venture or limited liability company; or
c. A trust;
as indicated in its name or the documents that
govern its structure.

C. WHO iS AN INSURED — EMPLOYEES —

SUPERVISORY POSITIONS
The following is added to Paragraph 2. a.( 1) of
SECTIO N 11— WHO IS AN INSURED:

Paragraphs ( 1)( a). ( b) and ( c) above do not apply
to " bodily injury" to a co -"employee" while in the
course of the co " employee' s" employment by you
arising out of work by any of your " employees"
who hold a supervisory position.

D. WHO IS AN INSURED — NEWLY ACQUIRED

OR FOR MED LIMITED LAISILITY COMPANIES
The following replaces Paragraph 3, of SECTION
II — WHO IS AN INSURED:

3. Any organization you newly acquire or form,
other than a partnership or joint venture, and
of which you are the sole owner. or in which
you maintain an ownership interest of more
than 50%, 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:
1) Until the 180th day after you acquire
or form the organization or the end of
the policy period, whichever is earlier,
if you do not report such organization
in writing to us within 180 days after
you acquire or form it; or
organization in writing to us within
180 days after you acquire or form it:
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.

For the purposes of Paragraph 1. of Section If
Who Is An Insured, each such organization
will be deemed to be designated in the
Declarations as:
a. A limited liability company:
b. An organization, other than a partnership,
joint venture or limited liability company;
or
c. A trust;
as indicated in its name or the documents
that govern its structure.

E. WHO IS AN INSURED — LAIBILTY FOR

CONDUCT OF UNNAMED PARTNERSHIP SO R

JOINT VENTURES
The following replaces the last paragraph of
SECTION 11— WHO IS AN INSURED:

No person or organization is an insured with
respect to the conduct of any current or past
partnership or joint venture that is not shown as a
Named Insured in the Declarations. This
paragraph does not apply to any such partnership
or joint venture that otherwise qualifies as an
insured under Section II — Who Is An Insured.

F. BLANKET ADDITIONAL INSURED)— PERSONS

OR ORGANIZATIONS FOR YOUR ONGOING

OPERATIONS AS REQUIRED BY WRITTEN

CONTRACT OR AGREEMENT
The following is added to SECTION II — WHO IS
AN INSURED:

Any person or organization that is not otherwise
an insured under this Coverage Part and that you
have agreed in a written contract or agreement to
include as an additional insured on this Coverage
Part is an insured, but only with respect to liability
for " bodily injury" or " property damage" that:
a. Occurs subsequent to the signing of that
contract or agreement; and
2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such
operations to which that contract or
organization, if you report such

Page 2 of 5 ends

Includes copyrighted material of Insurance Semices Office. Inc. with its permission. agreement applies or the acts or omissions of
any person or organization performing such
operations on your behalf.

The limits of insurance provided to such insured
will be the minimum limits that you agreed to
provide in the written contract or agreement, or
the limits shown in the Declarations. whichever
are less.

G. BLANKET ADDITIONAL, INSURED — BROAD

FORM VENDORS
The following is added to SECTION 11— WHO IS
AN INSURED:

Any person or organization that is a vendor and
that you have agreed in a written contract or
agreement to include as an additional insured on
this Coverage Part is an insured, but only with
respect to liability for " bodily injury" or " property damage" that:
a. Occurs subsequent to the signing of that
contract or agreement; and
b. Arises out of " your products" that are
distributed or sold in the regular course of
such vendor' s business.

The insurance provided to such vendor is subject
to the following provisions:
a. The limits of insurance provided to such
vendor will be the minimum limits that you
agreed to provide in the written contract or
agreement, or the limits shown in the
Declarations, whichever are less.
b. The insurance provided to such vendor does
not apply to:
1) Any express warranty not authorized by
you or any distribution or sale for a
purpose not authorized by you,
2) Any change in " your products" made by
such vendor;

COMMERCIAL GENERAL LIABILITY
performed at such vendor's premises in
connection with the sale of " your
products"; or
6) " Your products" that, 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 on behalf of such vendor.

Coverage under this provision does not apply to:
a. Any person or organization from whom you
have acquired " your products", or any
ingredient, part or container entering into,
accompanying or containing such products;
or
b. Any vendor for which coverage as an
additional insured specifically is scheduled by
endorsement.

H. BLANKET ADDITIONAL INSURED —

CONTROLLING INTEREST
I. The following is added to SECTION 11— WHO
IS AN INSURED:

Any person or organization that has financial
control of you is an insured with respect to
liability for " bodily injury", " property damage"
or "personal and advertising injury" that arises
out of.
3) Repackaging, unless unpacked solely for
the purpose of inspection, demonstration,
testing, or the substitution of parts under
instructions from the manufacturer, and 1.
then repackaged in the original container,
4) Any failure to make such inspections,
adjustments, tests or servicing as
vendors agree to perform or normally
undertake to perform in the regular
course of business, in connection with the
distribution or sale of "your products":

S) Demonstration. installation, servicing or
repair operations, except such operations
a. Such financial control; or
b. Such person' s or organization' s
ownership, maintenance or use of
premises leased to or occupied by you.

The insurance provided to such person or
organization does not apply to structural
alterations, new construction or demolition
operations performed by or on behalf of such
person or organization.

2. The following is added to Paragraph 4, of
SECTION If —WHO IS AN INSURED:

This paragraph does not apply to any
premises owner, manager or lessor that has
financial control of you.

BLANKET ADDITIONAL INSURED —

MORTGAGEES, ASSIGNEES, SUCCESSORS

OR RECEIVERS
The following is added to SECTION 11 — WHO IS
AN INSURED:

Any person or organization that is a mortgagee,
assignee, successor or receiver and that you
have agreed in a written contract or agreement to
include as an additional insured on this Coverage
Part is an insured, but only with respect to its
CG D417 0219 O 2017 The Travelers Indemnity Company. AU rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services office, Inc. with its permission.

COMMERCIAL GENERAL LIABILITY
liability as mortgagee, assignee, successor or
receiver for " bodily injury", " property damage" or
personal and advertising injury" that:
a. Is " bodily injury" or " property damage" that
occurs, or is " personal and advertising injury"
caused by an offense that is committed,
subsequent to the signing of that contract or
agreement; and K.
b. Arises out of the ownership, maintenance or
use of the premises for which that mortgagee,
assignee, successor or receiver is required
under that contract or agreement to be
included as an additional insured on this
Coverage Part.

The insurance provided to such mortgagee,
assignee, successor or receiver is subject to the
following provisions:
a. The limits of insurance provided to such
mortgagee, assignee, successor or receiver
will be the minimum limits that you agreed to
provide in the written contract or agreement.
or the limits shown in the Declarations,
whichever are less.
b. The insurance provided to such person or
organization does not apply to:
1) Any " bodily injury" or " property damage"
that occurs, or any " personal and
advertising injury" caused by an offense
that is committed, after such contract or
agreement is no longer in effect; or
2) Any " bodily injury", " property damage" or
personal and advertising injury" arising
out of any structural alterations. new
construction or demolition operations
performed by or on behalf of such
mortgagee, assignee, successor or
receiver.

J. BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS OR

AUTHORIZATIONS RELATING TO PREMISES
The following is added to SECTION 11— WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and
that you are required by any ordinance. law,
building code or written contract or agreement to
include as an additional insured on this Coverage
Part is an insured, but only with respect to liability
for " bodily injury". " property damage" or " personal
and advertising injury" arising out of the
existence, ownership, use, maintenance, repair,
construction, erection or removal of any of the
following for which that governmental entity has
issued such permit or authorization: advertising
signs, awnings, canopies, cellar entrances, coal
holes, driveways, manholes, marquees, hoist
away openings, sidewalk vaults, elevators, street
banners or decorations.

BLANKET ADDITIONAL INSURED —
GOVERNMENTAL ENTITIES — PERMITS OR
AUTHORIZATIONS RELATING TO OPERATIONS
The following is added to SECTION II — WHO IS
AN INSURED:

Any governmental entity that has issued a permit
or authorization with respect to operations
performed by you or on your behalf and that you
are required by any ordinance, law. building code
or written contract or agreement to include as an
additional insured on this Coverage Part is an
insured, but only with respect to liability for " bodily injury". " property damage" or " personal and
advertising injury' arising out of such operations.

The insurance provided to such governmental
entity does not apply to:
a. Any " bodily injury". ' property damage" or
personal and advertising injury" arising out of
operations performed for the governmental
entity; or
b. Any " bodily injury" or " property damage"
included in the " products - completed
operations hazard".

L. MEDICAL PAYMENTS — INCREASED LIMIT
The following replaces Paragraph 7. of SECTION
III — LIMITS OF INSURANCE:

7. Subject to Paragraph S. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses because
of " bodily injury' sustained by any one
person, and will be the higher of:
a. $ 10,000; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.

M. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a contract or
agreement to waive that insured' s right of
recovery against any person or organization, we

Page 4 of 5 ends

Includes copyrighted material of Insurance Services Office. Inc. with its permission waive our right of recovery against such person or
organization, but only for payments we make
because of:
a. " Bodily injury" or ' property damage" that
occurs; or
b, " Personal and advertising injury" caused by
an offense that is committed:
subsequent to the execution of the contract or
agreement.

N. CONTRACTUAL LIABILITY — RAILROADS

1. The following replaces Paragraph c. of the
definition of " insured contract" in the
DEFINITIONS Section:
c. Any easement or license agreement;

COMMERCIAL GENERAL LIABILITY

2. Paragraph f.(1) of the definition of " insured
contract` in the DEFINITIONS Section is
deleted.

O. DAMAGE TO PREMISES RENTED TO YOU
The following replaces the definition of 'premises
damage" in the DEFINITIONS Section:

Premises damage" means " property damage" to:
a. Any premises while rented to you or
temporarily occupied by you with permission
of the owner; or
b. The contents of any premises while such
premises is rented to you, if you rent such
premises for a period of seven or fewer
consecutive days.

MI -ma
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC ZX9262 Endorsement Number:

Effective Date: 06/ 23/ 21 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 4025 E LA PALMA AVE STE 201
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 from whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by
Authorized Representative
Form WC 04 03 06 ( 1) Printed in U. S. A.

Process Date: 05/ 14/ 21 Policy Expiration Date: 06/ 23/ 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
Policy Number: 72 WEC ZX9262 Endorsement Number:

Effective Date: 06/23/21 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 4025 E LA PALMA AVE STE 201
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.

Form WC 99 03 94 Printed in U. S.A.

Process Date: 05/ 14/ 21 Policy Expiration Date: 06/ 23/ 22 2011, The Hartford
Agenda Item J

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
FROM: Jill R. Ingram, City Manager
SUBJECT: Approval of Employment Agreement for Chief of Police Michael Henderson
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7359:

1. Approving the Executive Employment Agreement effective November 27, 2022 between the City of Seal Beach and
Michael Henderson as the City of Seal Beach Chief of Police; and,

2. Authorizing the City Manager to execute the contract.

BACKGROUND AND ANALYSIS:

The City Manager has appointed Michael Henderson as the Seal Beach Chief of Police effective November 27, 2022, as a result of the retirement of Chief of Police Phil Gonshak. The Chief of Police position is an executive management position that serves in an at-will capacity, exempt from the overtime provisions of State and Federal law, and is employed pursuant to standard employment agreements. Chief Henderson has over 30 years of law enforcement experience, having come to the Seal Beach Police Department from the Los Angeles County Sheriff’s Department in 2006. During his time with the Seal Beach Police Department, Chief Henderson has worked a variety of assignments, including Captain, Patrol Sergeant, Corporal, SWAT team member, Explorer Advisor, Emergency Services Coordinator, Public Information Officer and Homeless Liaison Officer.

The attached proposed employment agreement for Chief Henderson is consistent with the other employment agreements for executive management staff, with the exception of provisions that are specific to sworn peace officers. Chief Henderson’s monthly salary will be $19,987.49 per month pursuant to the City’s salary schedule. As with other executive management employees, Chief Henderson will pay his total annual employee contribution to CalPERS, which is 9% for safety members. The proposed agreement provides for a severance payment of six (6) months’ salary if the employment agreement is terminated by the City without cause, which is consistent with the employment agreement for the previous Chief of Police. The proposed agreement also requires the City to provide a life insurance policy in the amount of $75,000.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

The City Attorney has prepared the employment agreement based upon contract negotiations between the City Manager and Chief of Police, and the City Attorney has approved as to form.

FINANCIAL IMPACT:

The salary and benefits costs for the Chief of Police position are fully budgeted and included in the Fiscal Year 2022-2023 Budget.

STRATEGIC PLAN:

This item is applicable to the Strategic Plan as it meets the City Council’s goal to Attract, Develop, Compensate and Retain Quality Staff.

RECOMMENDATION:

That the City Council adopt Resolution 7359:

1. Approving the Executive Employment Agreement effective November 27, 2022 between the City of Seal Beach and Michael Henderson as the City of Seal Beach Chief of Police; and,

2. Authorizing the City Manager to execute the contract.

SUBMITTED BY:

Jill R. Ingram
Jill R. Ingram, City Manager
ATTACHMENTS:

A. Resolution 7359
B. Employment Agreement
RESOLUTION 7359

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING THE EMPLOYMENT AGREEMENT FOR THE SEAL

BEACH CHIEF OF POLICE AND AUTHORIZING THE CITY

MANAGER TO EXECUTE THE AGREEMENT
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

SECTION 1. The City Council hereby approves the executive employment services agreement between the City and Chief of Police Michael Henderson to be effective as of November 27, 2022.

SECTION 2. The City Council hereby authorizes and directs the City Manager to execute the agreement in a form approved by the City Attorney on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023 by the following vote:

AYES: Council Members: ________________________________________ NOES: Council Members:

ABSENT: Council Members:

ABSTAIN: Council Members:

Joe Kalmick, Mayor
ATTEST:
_____
Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7359 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023. _____
Gloria D. Harper, City Clerk
-1-
S7296-0317\2752661v1.doc

EMPLOYMENT AGREEMENT
Between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Michael Henderson
-2-
S7296-0317\2752661v1.doc
This Agreement is made to be effective as of November 27, 2022, by and between the City of Seal Beach, a California charter city (“City”), and Michael Henderson, an individual (“Employee”).

RECITALS
A. Effective November 27, 2022, the City of Seal Beach (“City”) has appointed (“Employee”) as Chief of Police.

B. Employee represents that he is qualified to perform the duties of the Police Chief.

C. City and Employee wish to enter into an Employment Agreement (“Agreement”).

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Employee agree as follows:

1. TERM. The effective date of this Agreement is November 27, 2022. This Agreement shall be effective throughout the tenure of the Employee, subject to the termination provisions set forth herein.

2. DUTIES AND AUTHORITY. Employee shall exercise the powers and perform the duties of the position of the Chief of Police as set forth in the City Charter, City Municipal Code, personnel rules, regulations and procedures and Employee’s job description. Employee shall exercise such other powers and perform such other duties as the City Manager may assign. Employee shall serve at the pleasure of the City Manager and shall be an exempt, “at will” employee not subject to any collective bargaining agreement or civil service system.

3. EMPLOYEE’S OBLIGATIONS. Employee shall devote his full energies, interests, abilities and productive time to the performance of this Agreement, and utilize his best efforts to promote City’s interests. Employee shall not engage in any activity, consulting service or enterprise, for compensation or otherwise, which is actually or potentially in conflict with, or which materially interferes, with his duties and responsibilities to City.

4. COMPENSATION AND REIMBURSEMENT FOR EXPENSES.

A. Gross Monthly Base Salary. City shall pay Employee as full compensation for the performance of his duties under this Agreement a gross monthly amount of nineteen thousand, nine hundred eighty seven dollars and forty nine cents ($19,987.49), on regular City payroll schedule and less any legally required deductions.

The City Manager may consider a merit adjustment after conducting a performance evaluation in accordance with the evaluation process pursuant to Section 6 of this Agreement. Employee’s compensation shall be subject to withholding and other applicable taxes, and shall be payable to Employee at the same time as other employees -3-
S7296-0317\2752661v1.doc
of City are paid. Employee shall be exempt from the overtime pay provisions of California and federal law.

B. Cost of Living Salary Increases. Effective with the first pay period after July 1 of each year, Employee may receive annual Cost of Living salary increases applicable to Executive Management employees, as approved by the City Council for subsequent fiscal year, based on the change in the applicable California Consumer Price Index (“CPI”) for the immediately preceding April-April period, not less than 2% and not more than 4% in any given year.

C. Experience Pay. Due to Employee’s hire date occurring on or before June 30, 2010 and previous representation in the Police Management Association, Employee is eligible for experience pay as follows:

1. Employee has a minimum of ten (10) years of full-time service as a sworn peace officer with a Municipal, County, or State Police agency meeting Police Officer Standards and Training (P.O.S.T.) standards, or their equivalent and is eligible to receive experience pay.

2. To qualify for experience pay, Employee must meet the minimum years of service required and receive an overall satisfactory performance appraisal. The recommendation of Experience Pay is subject to verification and approval by the City Manager.

3. Experience Pay – Ten (10) Years of Service
After ten (10) years of qualifying service, experience pay shall be paid at a rate of five percent (5%) of Employee’s then-current monthly base salary.

4. Experience Pay – Twenty (20) Years of Service
After twenty (20) years of qualifying service, experience pay shall be paid at a rate of ten percent (10%) of Employee’s then-current monthly base salary.

5. Experience Pay – Twenty-Five (25) Years of City of Seal Beach Service
After twenty-five (25) years of City of Seal Beach Service (only service with the City of Seal Beach shall apply), experience pay shall be paid at a rate of fifteen percent (15%) of the qualified employee’s monthly base salary.

6. Experience Pay is not cumulative. Thus, the Employee will only receive the highest level of experience pay for which the Employee is qualified. For example, reaching twenty (20) years of service stops the five percent (5%) level of experience pay and receives the 10% pay. Such an employee does not receive both the fiver percent (5%) level and the ten percent (10%) level at the same time. -4-
S7296-0317\2752661v1.doc
D. City Automobile. City shall provide Employee with an automobile at City’s expense for Employee’s use for both City and personal use, in recognition that Employee’s duties require that Employee have transportation readily available for his unrestricted use at all times during his employment with the City.

E. Expenses. With the exception of automobile expenses, City shall reimburse Employee for actual, reasonable, and necessary expenses incurred in the performance of his official duties that are supported by expense receipts in accordance with AB 1234 and any applicable City ordinances, resolutions, rules, policies or procedures, subject to the approval of the City Manager.

5. BENEFITS.

A. Health Insurance Coverage.

1. City shall provide Employee a group hospital, medical and dental insurance plan on the same terms applicable to Executive Management employees and as specified herein.

2. City shall contribute to the cost of medical coverage for Employee and his dependents, an amount not to exceed the California Public Employees’ Medical and Hospital Care Act (PEMHCA) minimum contribution.

3. City has implemented a full flex cafeteria plan for employees.

If Employee opts to participate in City’s full flex cafeteria plan, he shall receive a monthly flex dollar allowance to be used for the purchase of benefits under the full flex cafeteria plan. The monthly flex dollar allowance, as applicable to Employee, shall be one of the following:

For Employee only $ 986.91/month
For Employee and 1 dependent $ 1,525.10/month
For Employee and 2 or more dependents $ 1,972.24/month

4. A portion of the monthly flex dollar allowance is identified as City’s contribution towards PEMHCA. Thus, for example, in calendar year 2022, a single employee’s monthly flex dollar allowance is $986.91; of that amount, $149.00 has been designated by City as its required PEMHCA contribution to CalPERS. The monthly flex dollar allowance may only be used in accordance with the terms of the full flex cafeteria plan.

5. Effective January 1, 2023, and every January 1st during the term of this Agreement, City may increase the contribution amounts above by the percentage of increase for basic plans published by CalPERS, which sets health insurance premiums for the coverage year.

6. Employee is required to pay any premium amount in excess of the above City contribution. Such amount will be deducted from his regular payroll checks each month.
-5-
S7296-0317\2752661v1.doc

7. The minimum employer contribution for participating in the PEMHCA will be adjusted annually to reflect any change in the medical care component of the Consumer Price Index.

8. If Employee meets the waiver criteria and elects to waive enrollment in City’s full flex cafeteria plan, he is eligible to receive $350.00 per month (upon showing proof of health insurance coverage under an alternative plan). Election forms are available in Human Resources.

9. After the Employee has completed 30 days of uninterrupted service he shall be enrolled in the full flex cafeteria plan on the first day of the next succeeding month.

10. City shall not contribute a flex dollar amount for Employee during any month he is on leave of absence without pay or is absent from regular duties without authorization, for a full calendar month.

11. Effective January 1, 2023 the City shall reimburse Employee, as a medical benefit, for Employee’s actual documented expenses for medical maintenance exams or the cost of participation in wellness programs, in an amount not to exceed $850 per fiscal year. Reimbursable expenses shall include, but not be limited to, actual out of pocket expenses for annual physical examinations or other medical tests or examinations, participation in weight loss, stop smoking, fitness or other similar programs, or membership in a health or fitness club. All reimbursements shall be subject to the review and approval of the City Manager.

B. Life Insurance Program.

The City shall provide and pay one hundred percent (100%) of the premium for a term life insurance policy with a face value of seventy five thousand dollars ($75,000.00), double indemnity accidental death benefit and a dependent death benefit in the amount of one thousand dollars ($1,000.00) per dependent.

C. Income Continuation Program.

1. Employee shall receive an income continuation policy to provide for income continuation of 66.67% of his monthly salary, up to a maximum of $7,500 per month, whichever is lesser.

2. Said income continuation policy shall become effective after Employee has completed 30 days of uninterrupted service. City shall enroll Employee in the program on the first day of the next succeeding month.

3. Said income continuation policy shall commence on the 31st day of sickness or other bona fide absence or upon expiration of sick leave, whichever -6-
S7296-0317\2752661v1.doc
occurs later, and continuing thereafter while Employee is absent from work for a period of up to age 65.

D. Retiree Health Insurance.

1. Employee shall have the option upon retirement, to continue participating in City’s health insurance program as provided herein.

2. In the event Employee retires from City before he has attained fifteen (15) or more years of full time employment at the City of Seal Beach and he has attained the age of (50), he shall be eligible to receive a City contribution not to exceed the PEMHCA minimum employer contribution towards health coverage under CalPERS, as determined by CalPERS from time to time.

3. If Employee has fifteen (15) or more years of full-time City of Seal Beach service on the date of retirement, City shall pay for the group health care insurance premium for such sworn retired employee at the rate of either (a) the average of the two (2) lowest cost health care plans offered by CalPERS, or (b) the CalPERS Kaiser HMO Medicare supplement plan, whichever is greater.

4. If Employee has twenty (20) or more years of full-time City of Seal Beach service on the date of retirement, City shall pay such retired employee and one dependent, depending on the qualified dependent status, the group health care insurance premium for such sworn retired employee at the rate of either (a) the average of the two (2) lowest cost health care plans offered by CalPERS, or (b) the CalPERS Kaiser HMO Medicare supplement plan, whichever is greater.

5. If Employee has twenty five (25) or more years of full-time City of Seal Beach service on the date of retirement, City shall pay such retired employee and dependents, depending on the qualified dependent status, the group health care insurance premium for such sworn retired employee at the rate of either (a) the average of the two (2) lowest cost health care plans offered by CalPERS, or (b) the CalPERS Kaiser HMO Medicare supplement plan, whichever is greater.

6. When Employee becomes Medicare eligible, the City’s
contribution for retiree health insurance will be capped at the rate of either (a) the average of the two (2) lowest cost health care plans offered by CalPERS, or (b) the CalPERS Kaiser HMO Medicare supplement plan, whichever is greater.

7. In all cases, City’s contribution for eligible dependent coverage for the retiree’s dependents shall terminate with the death of the retiree.

8. After retirement, in the event Employee resides in an area where the health plans provided by City are not in effect, he shall be entitled to receive in cash each month an amount equal to the monthly contribution City would otherwise have contributed toward his health insurance premiums.
-7-
S7296-0317\2752661v1.doc
E. Sick Leave. Employee shall accrue sick leave at the rate of one day per month (8 working hours). There is no limit on the amount of sick leave Employee may accumulate. Employee may be paid for unused sick leave as follows

1. Employees who have not completed fifteen (15) years of service with the City shall not be eligible to be paid for any accumulated sick leave, nor shall any accumulated sick leave be used to postpone the effective date of retirement as determined by the City.

2. Upon separation from the City, if Employee has completed a minimum of fifteen (15) years of service with the City, Employee shall have the choice of to:
a. Be paid for accumulated sick leave up to twenty
percent (20%) of the accumulated sick leave bank at Employee’s final rate of pay. b. Convert the hours to eight (8) hour work days and
report to CalPERS as service credit.
c. A combination of pay for accumulated sick leave and
service credit with a maximum of twenty percent (20%) payout compensation of total accumulated sick leave banked time at the time of separation. d. Accumulated time shall not be used to postpone the
effective date of the retirement or separation as determined by the City.

F. Leaves of Absence.

1. Leave of Absence Without Pay.
a. Upon the approval of the City Manager, Employee may
be granted a leave of absence without pay in cases of an emergency or where such absence would not be contrary to the best interest of City, for a period not to exceed 180 working days per Government Code.
b. Upon written request of Employee, the City Council
may, in its sole discretion, grant a leave of absence, with or without pay, for a total leave period not to exceed one year.
c. At the expiration of the approved leave, after notice to return to duty, Employee shall be reinstated to the position he held at the time leave was granted. Failure on the part of Employee to report promptly at such leave’s expiration and receipt of notice to return to duty shall be cause for discharge. d. During any authorized leave of absence without pay,
Employee shall not be eligible to accumulate or receive benefits, except as specifically provided for in this Agreement, except that City shall contribute to an employee’s medical -8-
S7296-0317\2752661v1.doc
and dental health plan, disability insurance plan, and life insurance plan for the first 30 days of leave of absence.

2. Bereavement Leave.

City shall provide Employee with 40 hours paid bereavement leave in case of a death in the Employee’s immediate family. The bereavement leave shall not be chargeable to or accumulated as sick time or leave time. “Immediate family” is defined as spouse, registered domestic partner, father, mother, son, daughter, brother, sister, grandparent, grandchild, step-mother, step-father, step-child, mother-in-law, father-in-law, domestic partner-in-law or dependent relative living with Employee.

3. Military Leave of Absence. Military leave shall be granted in accordance with the provisions of State law. Employee shall give the City Manager an opportunity within the limits of military regulations to determine when such leave shall be taken. If possible, Employee shall notify the Department Head of such leave request (10) working days in advance of the beginning of the leave.
a. In addition to the provisions of State law, City shall continue to provide Employee on military leave, the monthly flex dollar allowance under the cafeteria plan and disability and life insurance and retirement (if applicable) for the first three months of military leave. During said period, Employee shall be required to pay to City the amount that exceeds the monthly flex dollar allowance (if applicable). After the first (3) months of military leave, Employee may continue said benefits at his cost.

4. Family Leave. Upon a demonstration of need and subject to the following conditions, Employee may take leave or unpaid leave to care for his newborn infant, whether through parentage or adoption, or to care for a seriously ill or injured member of Employee’s “immediate family” as defined in Section 5.F.2. a. Proof of the birth or adoption of a newborn infant or the serious illness/injury of the family member must be submitted to City. b. Requests for family leave must be submitted in writing to the City Manager at the earliest possible date before the date when the leave is to begin.
c. Operational needs of City shall be relevant in
determinations regarding the granting of family leave in accordance with the provisions of State and Federal Family Leave laws.
d. In the event of an extended family leave, Employee
may be required to periodically report on the status of the situation giving rise to the leave. e. Family leave may be granted only upon the approval of the City Manager consistent with the provisions of State and Federal Family Leave laws.

G. Vacation.
-9-
S7296-0317\2752661v1.doc

1. Employee shall accrue not more than one hundred twenty (120) hours vacation leave annually during continuous service as a full time employee at a rate consistent with the City’s policy for all Executive Management employees.

Employee shall accrue eight (8) additional hours of vacation leave annually for each year of full-time continuous service each year after his first year.

2. Employee shall only be allowed to accumulate a maximum of (320) hours of vacation. This maximum can only be exceeded with the prior written approval of the City Manager.

3. Vacation shall not accrue during any period Employee is on leave of absence without pay.

4. Employee is encouraged to use at least the amount of vacation hours earned each fiscal year.

5. City will not approve vacation leave time prior to it has been earned, unless prior, special arrangements have been made with the City Manager.

Employee shall not take any vacation leave unless the City Manager has provided prior written approval. The City Manager may consider departmental workload and other staffing considerations, such as but not limited to, the previously approved vacation schedule of other employees, sick leave and position vacancies.

6. Not more than once in each fiscal year, Employee may, upon written request, receive cash compensation for up to 120 hours of accrued vacation time subject to the City’s normal accrual and “cash out” policies and procedures.

H. Holidays.

1. City shall grant Employee the following holidays with pay:

Holiday Date
New Year’s Day January 1st
Martin Luther King Day 3rd Monday in January
Presidents’ Day 3rd Monday in February
Memorial Day Last Monday in May
Independence Day July 4th
Labor Day First Monday in September
Veteran’s Day November 11th
Thanksgiving Day Fourth Thursday in November
Calendar day following Thanksgiving Day
Christmas Eve December 24th
Christmas Day December 25th
*Floating Holiday (discretion of employee)
Total of 12 holidays annually
-10-
S7296-0317\2752661v1.doc
*Floating Holiday must be taken during each fiscal year (July 1st through June 30th) and may not be carried forward beyond the term of this Agreement.

2. Holiday Closures. The City Manager may designate up to five specific work days in each calendar year between Christmas Day and New Year's Day during which all employees, including Employee, may be required to take time off, charged to leave without pay, Employee' s accumulated compensatory time, vacation, floating holidays, or a combination thereof, as determined by Employee. The days must be consecutive for Employee. If Employee does not have sufficient accumulated time off in his account to cover the required time off, he may request, and will be granted, sufficient advance on his vacation accrual to cover the uncovered balance. This advance will be recovered with the next vacation accruals earned by Employee. Time off of work under this provision shall not be deemed a layoff.

I. Retirement System.

1. The retirement program provided by City shall consist of a pooled Public Employees’ Retirement System ("PERS") plan which includes the following provisions:

Section 20042 - One Year Final Compensation
Section 20965 - Credit of Unused Sick Leave
Section 21024 - Military Service Credit

2. Retirement Plan. Employee is required to participate in City’s California Public Employees’ Retirement System (CalPERS) retirement program and to make an employee contribution toward the program in the amount of nine percent (9%) of his compensation earnable.

3. City shall include Employee in CalPERS Section 21354 – 3% @ 50 for safety members.

J. Administrative Leave.

Employee shall receive eighty eight (80) hours of administrative leave each fiscal year.

Administrative leave days may not be carried forward to succeeding years nor may they be turned in for cash value.

K. Deferred Compensation.

City shall contribute the equivalent to three and one-half percent (3.5%) of his base salary per payroll period into a deferred compensation program for Employee.

L. Catastrophic Leave.

Employee may participate in City’s Catastrophic Leave Pool Program subject to the following conditions:
-11-
S7296-0317\2752661v1.doc

1. Catastrophic Leave will be available only to Employee if Employee has exhausted his own paid leave through bona fide serious illness or accident.

2. Employee cannot receive catastrophic leave at the same time he receives Long-Term Disability payments.

3. Employee must have (40) hours of paid leave available after making a donation to the pool.

4. Sick Leave cannot be used for this program.

5. In order to donate, Employee must sign an authorization, including specifying the specific employee to be the recipient of the donation.

6. Donations will be subject to applicable tax laws.

7. The availability of Catastrophic Leave shall not delay or prevent City from taking action to medically separate or disability retire Employee.

8. Catastrophic Leave due to illness or injury of an immediate family member may require medical justification as evidenced by a Physician’s Statement that the presence of the Employee is necessary.

9. Catastrophic Leave due to the illness or injury of the Employee will require medical justification as evidenced by a Physician’s Statement as to Employee’s condition.

10. Employee must maintain the confidentiality of a donation.

M. Tuition Reimbursement Program. Employee shall be eligible for tuition reimbursement for career-related college or graduate level degree programs under the program rules applicable to all other City employees.

N. Mobile Phone Allowance.

Employee shall receive a monthly allowance not to exceed seventyfive dollars ($75.00) for the maintenance of a mobile phone. It is understood that Employee will make himself available by mobile phone to address City matters as needed.

6. ANNUAL EVALUATIONS AND SALARY REVIEW. On or about every June 30, the City Manager may conduct an evaluation of Employee’s performance.

During that evaluation, the City Manager and Employee shall mutually establish performance goals and objectives to be met by Employee during the following year. In addition, the City Manager shall review Employee’s salary and benefits as part of the evaluation process and may do so at any other time.
-12-
S7296-0317\2752661v1.doc

7. INDEMNIFICATION. Except as otherwise permitted, provided, limited or required by law, including without limitation California Government Code Sections 825, 995, and 995.2 through 995.8, City will defend and pay any costs and judgments assessed against Employee arising out of an act or omission by Employee occurring in the course and scope of Employee’s performance of his duties under this Agreement.

8. OTHER TERMS AND CONDITIONS OF EMPLOYMENT. The City
Manager may from time to time fix other terms and conditions of employment, as well as job duties, relating to the performance of Employee provided such terms and conditions are not inconsistent with or in conflict with the provision of this Agreement or other applicable law.

9. TERMINATION.

A. Termination by City without Cause. Employee is employed at the pleasure of the City Manager, and is thus an at-will employee. The City Manager may terminate this Agreement and the employment relationship at any time without cause.

Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of City to terminate the employment of Employee. City shall pay Employee for all services through the effective date of termination. In addition, Employee shall receive severance to the extent provided in Section 10 and shall receive no other compensation or payment.

B. Termination by City with Cause. The City Manager may terminate this Agreement and Employee’s employment with City with cause, and without the payment of any severance benefit, if:

1. Employee refuses or fails to perform the powers and duties of Employee as specified in Sections 2 and 3 of this Agreement, the City Charter or Municipal Code;

2. Employee has engaged in: corrupt or willful misconduct in office, material violation of City policy, any illegal act involving personal gain or willful malfeasance constituting grounds for removal from office due to an indictment of the grand jury; any act of dishonesty; actions that have or may have a substantial and adverse effect on City’s interest; or is convicted of any felony or any misdemeanor involving moral turpitude. In no event shall a minor traffic offense or moving violation be considered a misdemeanor involving moral turpitude. In the event Employee is under investigation for any of the foregoing reasons, City may withhold part or all of any severance payment, until it is determined if charges will be filed, and if charges are filed, until final judgment is rendered. If charges are not filed, or if Employee is found innocent, City shall pay any severance to which Employee is entitled; or

3. Employee breaches this Agreement, including, without limitation, any provision set forth in Section 2, “Duties and Authority,” of this Agreement.

C. Employee Initiated Termination. Employee may terminate this Agreement by providing City 30 days advance written notice. The City Manager may, in his or his sole discretion, waive all or part of this advance notice period. -13-
S7296-0317\2752661v1.doc

10. SEVERANCE.

A. If City Manager terminates this Agreement (thereby terminating Employee’s employment with City) without cause pursuant to Section 9.A, City shall:

1. Pay employee all vacation benefits earned and not used, and

2. Pay Employee an amount equal to six (6) times his thenmonthly base compensation; and B. Notwithstanding any other provision or the term of this Agreement, the maximum severance and health benefits that Employee may receive under this Agreement as a result of termination, shall not exceed the limitations provided in Government Code §§ 53260–53264.

C. Notwithstanding the foregoing, in the event Employee is convicted of a crime involving an abuse of office or position, Employee shall reimburse City for any paid leave or cash settlement (including separation benefits or severance, if applicable), to the extent and as provided by Government Code Sections 53243–53243.4.

11. INTEGRATION OF AGREEMENT. This Agreement contains the entire Agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between the parties concerning Employee’s employment. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or written, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

12. METHOD OF AMENDMENT. Amendments to this Agreement are effective only upon City Council and Employee written approval.

13. NOTICES. All notices pertaining to this Agreement shall be sent to:

EMPLOYEE: Michael Henderson
911 Seal Beach Boulevard
Seal Beach, California 90740
(or at such other address as Employee may designate
later in writing)
CITY: City Manager
City of Seal Beach
211 8th Street
Seal Beach, California 90740

-15-
S7296-0317\2752661v1.doc
ATTEST:

Gloria Harper, City Clerk

APPROVED AS TO FORM
Craig A. Steele, City Attorney
Agenda Item K

AGENDA STAFF REPORT
DATE: January 9, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Alexa Smittle, Community Development Director
SUBJECT: Professional Service Agreements to Implement Land Management Software
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council:

1. Adopt Resolution 7360 approving a Professional Service Agreement with Infinity Technologies for $41,000; and,

2. Adopt Resolution 7361 approving Amendment 1 to the Software as a Service Agreement with Tyler Technologies, increasing expenditures by $47,466 ($27,466 for Land Management Software and $20,000 for contingency for training and reconfiguration in Incode); and,

3. Adopt Resolution 7362 approving Amendment 1 to the Professional Service Agreement with Holistic System Integration Solutions, extending the term by six months; and,

4. Authorize the City Manager to execute each agreement and amendment.

BACKGROUND AND ANALYSIS:

In February 2021, the City procured Tyler Technologies’ Energov land management software system to centralize its building, planning, engineering and code enforcement activities. Purchase of the software is aligned with the City Council’s 2021 strategic objective for Community Development to identify process improvements and advance customer service capabilities.

Implementation of the Energov system is currently scheduled to take place in August of 2023. As implementation moves closer, additional steps are necessary to launch the system. Energov is not a stand-alone product, it relies on other plugin technologies, specifically one from Environmental Systems Research Institute (ESRI) called ArcGIS, which is the industry standard for mapping technology.

ArcGIS requires substantial customization to interface correctly with Energov. As

Page 2 ends

such, the City will need expert support from geographic information systems firm Infinity Technologies to build up the necessary data in ArcGIS and integrate it with Energov.

In addition, Tyler Technologies will be performing various tasks that are outside the original scope of work to create a workable product. The additional scope of work includes data conversion from the legacy systems, and development of reports that are necessary for effective use of Energov. In addition, a contingency for anticipated training and reconfiguration in Tyler Incode has been included.

Finally, when the Energov process was initiated, the City entered into a Professional Services Agreement with Holistic System Integration Solutions for the necessary technical support. That Agreement is expiring, and staff is seeking to extend the contract through the end of the Fiscal Year.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

This item has been reviewed as to form.

FINANCIAL IMPACT:

The total amount requested, inclusive of the Infinity Technologies Professional Services agreement ($41,000) and the Tyler Technologies Amendment ($47,466), is $88,466. These funds are available in the current adopted Information Technology Budget, Project BG2002.

STRATEGIC PLAN:

This item is necessary to support the 2021 Strategic Plan goal of improvements to Community Development processes and systems to improve customer service.

RECOMMENDATION:

That the City Council:

1. Adopt Resolution 7360 approving a Professional Service Agreement with Infinity Technologies for $41,000; and,

Page 3 ends

3. Adopt Resolution 7362 approving Amendment 1 to the Professional Service Agreement with Holistic System Integration Solutions, extending the term by six months; and,

4. Authorize the City Manager to execute each agreement and amendment.

SUBMITTED BY: NOTED AND APPROVED:

Alexa Smittle Jill R. Ingram
Alexa Smittle, Community
Development Director
Jill R. Ingram, City Manager
ATTACHMENTS:

A. Resolution 7360
B. Professional Services Agreement with Infinity Technologies, Inc.

C. Resolution 7361
D. Amendment 1 to Tyler Technologies Software as a Service Agreement E. Tyler Technologies Software as a Service Agreement
F. Resolution 7362
G. Amendment 1 to Holistic System Integration Solutions H. Professional Services Agreement with Holistic System Integration Solutions RESOLUTION 7360

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING A PROFESSIONAL

SERVICES AGREEMENT WITH INFINITY TECHNOLOGIES
INC.

WHEREAS, The City of Seal Beach (City) is implementing a new land management software system which requires integration with a mapping software produced by Environmental Systems Research Institute (ESRI); and,
WHEREAS, the City requires expert assistance to customize the mapping software and integrate it with the land management software system; and, WHEREAS, Infinity Technologies, Inc. is a highly qualified consulting firm, specializing in geographic information technology support and will serve the needs of the City; and, WHEREAS, City and Consultant wish to enter into a Professional Services Agreement to achieve implementation of the mapping software.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The City Council hereby approves the Professional Services Agreement with Infinity Technologies Inc. in the amount of $41,000 as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference as though set forth in full.

Section 2. The Council hereby directs the City Manager to execute the Amendment on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7360 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of January, 2023
Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
for
Geographic Information Systems Integration Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Infinity Technologies
17875 Von Karman Avenue, Suite 150
Irvine, CA 92614
(714) 676-8311
This Professional Service Agreement (“the Agreement”) is made as of January 9, 2022 (the “Effective Date”), by and between Infinity Technologies (“Consultant”), a California Corporation, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”).
2 of 19

RECITALS
A. City desires professional services to integrate Geographic Information Systems (GIS) into the Energov land use management system.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide GIS integration services.

C. Consultant represents that the principal members of its firm are qualified professional GIS consultants and are fully qualified to perform the design professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Consultant shall provide those services (collectively “Services”) set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control.

1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law.

1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant’s staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and 3 of 19
all applicable professional standards of care. The acceptance of Consultant’s work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.1. The term of this Agreement shall commence on January 16, 2023 and shall remain in full force and effect until June 30, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement.

3.0 Consultant’s Compensation

3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of $41,000 for the Term.

4.0 Method of Payment

4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant.

4.2. Upon 24-hour notice from City, Consultant shall allow City or City’s agents or representatives to inspect at Consultant’s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City’s rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement.
4 of 19

5.0 Termination

5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination.

5.2. This Agreement may be terminated by City upon 10 days’ notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

6.0 Party Representatives

6.1. The City Manager is the City’s representative for purposes of this Agreement.

6.2. Mark Dumford is the Consultant's primary representative for purposes of this Agreement. Mark Dumford shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Infinity Technologies
17875 Von Karman Avenue, Suite 150
Irvine, CA 92614
Attn: Mark Dumford

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
Consultant and all of Consultant’s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 5 of 19
certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant’s employees or other personnel under Consultant’s supervision. Consultant will determine the means, methods, and details by which Consultant’s employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Consultant’s employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant’s personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant’s choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of any Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors 6 of 19
providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Consultant shall indemnify and hold harmless City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, 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 Section. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 10.0. This duty of 7 of 19
indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant’s indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Confidentiality

11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively “Data & Documents”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.

11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

11.3. Consultant’s covenants under this Section shall survive the termination or expiration of this Agreement.

12.0 Ownership of Documents and Work Product

12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City.

All Data & Documents shall be considered “works made for hire,” and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, 8 of 19
duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents.

12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one.

12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement.

In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement.

If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors.

14.0 Prohibition Against Assignment or Delegation
9 of 19
Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor.

17.0 Insurance
General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. 10 of 19

17.5. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage.

Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto)..

17.2.3. Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease;

17.2.4. Professional Liability (or Errors and Omissions) Liability. within minimum limits of $1,000,000 per claim/aggregate. If a “claims made” policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.2.5. Cyber Security & Privacy Liability Insurance. Service Provider shall procure and maintain Cyber Security and Privacy Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 general aggregate which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination, or use of the confidential information.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks.
c. Liability arising from the failure of technology products (software) required under the contract for Service Provider to properly perform the services intended.
11 of 19
d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deeplinking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services.

If coverage is maintained on a claims-made basis, Service Provider shall maintain such coverage for an additional period of three (3) years following termination of the contract. Required Endorsements – a 30-day notice of cancellation.

17.6. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.

17.7. Additional Insured.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.8. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials;

17.9. Primary and Non-Contributing. Coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall 12 of 19
stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected and appointed officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it;

17.10. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials.

17.11. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.12. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City.

17.13. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

17.14. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current 13 of 19
endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.

17.15. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 18.0.

17.16. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17.17. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnities.

18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and 14 of 19
expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.3. Workers’ Compensation Acts Not Limiting. Consultant’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials.

18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees.

18.5. Survival of Terms. Consultant’s indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.
15 of 19

19.0 Non-Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, agephysical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.

20.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein.

22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that 16 of 19
ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

25.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

26.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

27.0 Prohibited Interests; Conflict of Interest

27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from 17 of 19
any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

28.0 Final Payment Acceptance Constitutes Release
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

29.0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

30.0 Non-Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
18 of 19

31.0 Mutual Cooperation

31.1. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

31.2. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

32.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

33.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.

34.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.
19 of 19

CITY OF SEAL BEACH
By: _________________________
Jill R. Ingram, City Manager
Attest:

By: _________________________
Gloria D. Harper, City Clerk
Approved as to Form:

By: _________________________
Craig A. Steele, City Attorney
CONSULTANT: Infinity Technologies, a
California Corporation
By: __________________________
Name:__
Its:

By: __________________________
Name:___
Its:
(Please note, two signatures required for
corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president or
any vice president, and (ii) the secretary,
any assistant secretary, the chief
financial officer or any assistant treasurer
of such corporation.)

PROOF OF AUTHORITY TO BIND

CONTRACTING PARTY REQUIRE

EXHIBIT A
Consultant’s Proposal
Mohammad Ahmed
President
Mohammad Ahmed
President

CITY OF SEAL BEACH

GIS SUPPORT/ENERGOV GIS INTEGRATION
August 23, 2022
Scope of Work and Costs
Project Background and Description
The City of Seal Beach has a priority need to establish an Esri based GIS platform that will support a pending EnerGov implementation. Essential GIS components for EnerGov include:
 ArcGIS Online (Option A)
 ArcGIS Pro (Professional)
 GIS Parcel Layer (including parcel
detailed information)
 GIS Point Address Layer
 Other GIS layers deemed priority
 ArcGIS Enterprise (Option B)
o ArcGIS Server
o ArcGIS Portal
o ArcGIS WebAdapter
There are optional approaches to building a GIS for Seal Beach that will support the EnerGov implementation. Determining factors include project timeframe requirements, budgets, and a long-term vision of GIS for Seal Beach. A budget friendly and simpler setup is to use ArcGIS Online as the primary platform to deliver map-based information services to EnerGov. However, if Seal Beach has enough time in the EnerGov project and budget, the ArcGIS Enterprise approach is the preferred solution for a EnerGov GIS integration. ArcGIS Enterprise also provides for a more robust platform to build out organizational GIS capability across the city departments.

Primary work tasks for this project will center around:
 Software installation and configuration
 Data acquisition, development, and design to meet EnerGov requirement  Processing and cleaning up historical permit information for import into EnerGov  Publishing services related to EnerGov integration
 Automation of workflows to capture and publish GIS parcel and address layers  Additional as-needed GIS support
Infinity Technologies staff have the in-depth experience and expertise in developing a GIS platform to support integrations with EnerGov. Infinity also possess the knowledge and background in building out GIS platforms to support enterprise local government needs.

Scope of Work Tasks
The Scope of Work for the Seal Beach GIS Support is broken into (6) tasks:

1. GIS software procurement, installation, and configuration (Option A)  Infinity Technologies GIS staff will work with Seal Beach to complete the procurement of ArcGIS Online and ArcGIS Pro (professional). Software costs will be payable to Esri.
 Infinity Technologies GIS staff will work on the installation and setup of ArcGIS Online and ArcGIS Pro.
o ArcGIS Online is a Esri cloud hosted GIS platform. No additional servers are needed for this solution.
o Initially the ArcGIS Pro install may not be needed on a Seal Beach desktop computer. However, the license would be used by Infinity GIS staff for data development and design work, including publishing to the Seal Beach ArcGIS Online account.

2. GIS software procurement, installation, and configuration (Option B)  Infinity Technologies GIS staff will work with Seal Beach to complete the procurement of ArcGIS Enterprise and ArcGIS Pro (professional). Software costs will be payable to Esri.
 Infinity Technologies GIS staff will work on the installation and setup of ArcGIS Enterprise. This will include working closely with contract IT staff from Seal Beach to identify the best location for installation of this server related software.

Options include a vendor hosted virtual server environment or a cloud-based deployment using Amazon AWS or Microsoft Azure. Server or cloud subscription costs are not part of this Scope of Work and Costs.
 Installation and setup of ArcGIS Pro (professional). This will need to be within the Seal Beach network to access the ArcGIS Enterprise platform.

3. Data acquisition, development, and design
 Infinity Technologies GIS staff will work to acquire, develop, and design the required base level GIS datasets to meet specific needs of EnerGov. This will include parcels and addresses.
 Infinity Technologies GIS staff will work with Seal Beach staff to identify, acquire, and/or build other priority GIS layers that may be important as part of the EnerGov implementation. These may include city limits, zoning, general plan, housing elements properties, etc….

4. Historical Permit Cleanup
 Infinity Technologies will review, and clean-up historical permits information pulled from the Seal Beach Beehive (engineering permits) and Abbott (building permits). Resulting information will be available to import into EnerGov.

5. GIS data publishing
 Infinity Technologies GIS staff will work on designing an ArcGIS Pro project that contains the required GIS layers for EnerGov integration. At a minimum, this will include parcels and address GIS layers.
 Infinity Technologies GIS staff will work on designing an ArcGIS Pro project that contains editable feature services for the EnerGov history writer and user defined case locations.
 The ArcGIS Pro projects will be used to publish the data to ArcGIS Online or ArcGIS Enterprise. These published services will be then configured to be accessible from EnerGov.

6. Workflow Automation
 Infinity Technologies GIS staff will work on designing automated workflows that help download and transform priority GIS layers.
 These automated workflows will be written in Model Builder and/or Python code with associated documentation.

7. Additional GIS Support Services
During or near the completion of the initial GIS implementation work (Tasks 1 – 5), Infinity Technologies GIS staff can be available to support general GIS needs. This may include:
 WebGIS application development
 GIS workshops and training with select city staff
 Additional GIS data development
 Design data maintenance or development solutions
 Map creation
 Analysis/reporting
 Mentoring with a future Seal Beach GIS staff person
Cost Estimates
Task 1. GIS software procurement and configuration (OPTION A - ARCGIS ONLINE) Estimated Infinity Technologies Cost - $2,500
Deliverables: Well designed and documented ArcGIS Online platform that has been implemented and is ready for GIS content and services. This will include a document that outlines key steps as part of the setup, configuration, and design. Esri software costs are not included in this proposal.

Task 2. GIS software procurement, installation, and configuration (OPTION B - ARCGIS ENTERPRISE) Estimated Infinity Technologies Cost - $8,500
Deliverables: Well designed and documented ArcGIS Enterprise platform that has been implemented and is ready for GIS content and services. This will include a document that outlines key steps as part of the setup, configuration, and final architecture. Server or cloud subscription costs are not included in this proposal.

Esri software costs are not included in this proposal.

Task 3. Data acquisition, development, and design
Estimated Infinity Technologies Cost – $8,000
Deliverables: All available existing and EnerGov required GIS data will be centralized and stored in a location that will be accessible to the ArcGIS software and ArcGIS Pro/ArcGIS Desktop users. This will include documentation describing the general GIS database setup and naming conventions. Data subscription costs for detailed parcel characteristic data is payable to Lightbox (formerly DMP).

Task 4. Historic permit data cleanup and preparation
Estimated Infinity Technologies Cost – $8,000
Deliverables: Engineering permit data organized and prepared in data format that will be used for import into EnerGov. Building permit data, with parcel numbers, organized and prepared in a data format that will be used for import into EnerGov.

Task 5. GIS Data Publishing
Estimated Infinity Technologies Cost – $2,500
Deliverables: Setup of ArcGIS Pro projects that are developed to publish GIS data to ArcGIS Online or ArcGIS Enterprise. This will include documentation outlining the steps and naming conventions as part of the data publishing workflow. The published services will focus on EnerGov requirements.

Task 6. Workflow Automation
Estimated Infinity Technologies Cost - $5,000
Deliverables: Documented set of model builder routines and/or python code performs data workflow automation as it relates to updating GIS datasets for integration with EnerGov.

Task 7. Additional GIS Support Services
Estimated Infinity Technologies Cost – Estimated budget of $15,000 Deliverables: As needed GIS support that may produce WebGIS applications, GIS workshops and training with select city staff, additional GIS data development, design data maintenance or development solutions, map creation, analysis/reporting, etc.

TOTAL COSTS - $41,000 (OPTION A) OR $47,000 (OPTION B)
Proposed Timeline/Schedule
(Option A) Tasks Estimated Completion Date

1. ArcGIS Online (Option A) October 2022

2. ArcGIS Enterprise (Option B) November 2022 (*adds approximately 1 month to timeline)

3. Data Acquisition, Development, Design November 2022

4. Data Publishing December 2022

5. Workflow Automation January 2023

6. Additional GIS Support Services January 2023 – September 2023 Infinity Technologies GIS Staff/Hourly Rates
Name Title Rate Primary Task Responsibility
Mark Dumford Project Manager $160 Project Management, Quality Control Jared Schuckert Sr. GIS Analyst $135 ArcGIS Enterprise Install and configuration Todd Lighthizer Sr. GIS Analyst $135 ArcGIS Enterprise Install and configuration, ArcGIS Online setup, Data Publishing
Abby Thornton GIS Analyst $115 Data Development, ArcGIS Online setup/configuration, Data publishing, GIS Training/Mentoring
Lillian Lee GIS Tech $95 Data Development, Data publishing Ryan Gonzalez GIS Tech $95 Data Development
Joey Jimenez GIS Tech $95 Data Development
Infinity Technologies IT Staff/Hourly Rates (As Needed) Name Title Rate Responsibilities
TBD IT Project
Manager $160 Information Technology Support as needed
TBD Network
Engineer
$135 Information Technology Support as needed
TBD System
Engineer
$135 Information Technology Support as needed
TBD System Analyst $115 Information Technology Support as needed TBD System
Technician
$95 Information Technology Support as needed
TBD Help Desk $75 Information Technology Support as needed Signature: _________________________ Signature: _________________________ Date: _____________________________ Date: _____________________________ Mohammad Ahmed, President
City of Seal Beach Infinity Technologies

EXHIBIT B

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request.

Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City.

10. Consultant acknowledges that eight hours labor constitutes a legal day’s work.

Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant’s expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.

RESOLUTION 7361

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AND AUTHORIZING AMENDMENT NO. 1 TO

THE SOFTWARE AS A SERVICE AGREEMENT WITH

TYLER TECHNOLOGIES
WHEREAS, The City of Seal Beach (City) entered into a Software as a Service Agreement with Tyler Technologies to implement a new land management software system for land use entitlements and building permit issuance, and, WHEREAS, the City requires changes to the original scope in order to convert historic data and build necessary reports; and,
WHEREAS, Tyler Technologies is a highly qualified firm as the vendor of the product, and will serve the needs of the City; and,
WHEREAS, City and Consultant wish to amend the Agreement to achieve implementation of the software.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The City Council hereby approves Amendment 1 to the Software as a Service Agreement with Tyler Technologies Inc. in the total amount of $47,466, including $27,466 for Land Management Software and $20,000 for a contingency for anticipated additional training and reconfiguration in Tyler Incode, as set forth in Exhibit “A”, attached hereto and incorporated herein by this reference as though set forth in full.

Section 2. The Council hereby directs the City Manager to execute the Amendment on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of January, 2023 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Joe Kalmick, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7361 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of January, 2023
Gloria D. Harper, City Clerk

Approved as to Form:

By:________________________________
Craig A. Steele, City Attorney
City of Seal Beach
Rob Kennedy-Jensen
Group General Counsel
January 6, 2023
Exhibit 1

3 Exhibit 1
Amendment Investment Summary
The following Amendment Investment Summary details the software and services to be delivered by us to you under this Amendment. This Amendment Investment Summary is effective as of the Amendment Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

In the event a comment in the following sales quotation conflicts with a provision of this Amendment, the provision in this Amendment shall control.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
2022-357365-W7N1X2 Page 1 of 5
Sales Quotation For:

City of Seal Beach
211 8th St
Seal Beach CA 90740-6379

Tyler Annual Software – SaaS
Description Annual
Civic
Enterprise Permitting & Licensing powered by EnerGov
GIS [12] $ 3,858
Workforce Mobile [2] $ 643
TOTAL: $ 4,501
Services
Quoted By: Cody Gunstenson
Quote Expiration: 03/29/23
Quote Name:

Exhibit 1
2022-357365-W7N1X2 Page 2 of 5
Description Hours/Units
Extended
Price Maintenance
Enterprise Permitting & Licensing powered by EnerGov
Professional Services 57 $ 7,410 $ 0
TOTAL: $ 7,410 $ 0
Summary One Time Fees Recurring Fees
Total SaaS $ 4,501
Total Tyler Services $ 7,410
Summary Total $ 7,410 $ 4,501
Contract Total $ 11,911
Comments
• Work will be delivered remotely unless otherwise noted in this agreement. • Expenses associated with onsite services are invoiced as incurred according to Tyler's standard business travel policy.

SaaS is considered a term of one year unless otherwise indicated.

Exhibit 1
2022-357365-W7N1X2 Page 3 of 5
Enterprise Permitting & Licensing Terms:

In the event the Client cancels services less than two(2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client’s behalf; and (ii) daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.

Delays in completion, reviews, and/or acceptance of any deliverable by the Client will result in an increase in the duration of the project and will require a Change Order for any additional costs associated with the delay, including but not limited to additional hours for project management, deliverable development and review.

Tyler resources will configure and test basic Enterprise Permitting & Licensing functionality including global settings and preliminary user roles.

It is the client’s responsibility to provide and maintain the GIS services to be used by the Enterprise Permitting & Licensing applications. Tyler will provide guidelines to be followed for such services.

DCT-DB Conversion - The Client will populate the Data Conversion Template database with their legacy data to be used for the conversion. Tyler will guide and support the Client during this process to ensure success in its population and actual conversion. Once the Data Conversion Template database has been populated by the Client, Tyler will produce the mapping document to provide to the Client to match Legacy Data to new EnerGov fields. The client reviewed and approved mapping document will be used within the standard conversion utility.

Training Policy - The client receives and will be billed for up to 32 hours of direct interaction with Trainers. Note that this time is billed in daily blocks at 8 hours for the day. Totaling 4 days of training time. The client will also be billed for up to 8 hours of setup and prep time. This allows our Trainers to become familiar with individual clients and their needs. While the Training is generic, our Trainers always spend time familiarizing themselves with client environments.
"Tyler Hub is a platform that allows clients to set up individual dashboard to visualize data. Tyler resources will assist to tie the application to Enterprise Permitting & Licensing data and demonstrate how to set up user dashboards. The client will be responsible to set up and maintain user dashboards.

Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms, subject to payment terms in an agreement, amendment, or similar document in which this sales quotation is included:

Exhibit 1
2022-357365-W7N1X2 Page 4 of 5
• License fees for Tyler and third-party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available accessible.
• Fees for hardware are invoiced upon delivery.
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware. • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software accessible to the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module.
o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice Client 50% of any Migration Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Annual SaaS Fees will be invoiced upon availability of the hosted environment.

Any SaaS or hosted solutions added to an agreement containing Client-hosted Tyler solutions are subject to Tyler’s SaaS Services terms found here:
https://www.tylertech.com/terms/tyler-saas-services.

Unless otherwise indicated in the contract or amendment thereto, pricing for optional items will be held For six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.

Customer Approval: Date:

Print Name: P.O.#:

Exhibit 1
2022-357365-W7N1X2 Page 5 of 5
Exhibit 1
2022-358904-S8F0X0 Page 1 of 4
Sales Quotation For:

City of Seal Beach
211 8th St
Seal Beach CA 90740-6379

Services
Description Hours/Units Price Discount
Extended
Price Maintenance
Enterprise Permitting & Licensing powered by EnerGov
Enterprise Permitting & Licensing Conversion - Community Development 27 $ 4,725 0.0 $ 4,725 $ 0 Other Services
Project Management 1 $ 250 $ 120 $ 130 $ 0
TOTAL: $ 4,975 $ 120 $ 4,855 $ 0
Quoted By: Cody Gunstenson
Quote Expiration: 04/09/23
Quote Name:

Exhibit 1
2022-358904-S8F0X0 Page 2 of 4
Summary One Time Fees Recurring Fees
Total Tyler Services $ 4,855
Summary Total $ 4,855 $ 0
Contract Total $ 4,855
Comments
• Work will be delivered remotely unless otherwise noted in this agreement. • Expenses associated with onsite services are invoiced as incurred according to Tyler's standard business travel policy.

SaaS is considered a term of one year unless otherwise indicated.

Exhibit 1
2022-358904-S8F0X0 Page 3 of 4
• License fees for Tyler and third-party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available accessible.
• Fees for hardware are invoiced upon delivery.
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware. • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software accessible to the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module.
o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice Client 50% of any Migration Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Annual SaaS Fees will be invoiced upon availability of the hosted environment.

Customer Approval: Date:

Print Name: P.O.#:

Exhibit 1
2022-358904-S8F0X0 Page 4 of 4
Exhibit 1
2022-369178-P5C1T7 Page 1 of 4
Sales Quotation For:

City of Seal Beach
211 8th St
Seal Beach CA 90740-6379

Services
Description Hours/Units
Extended
Price Maintenance
Enterprise Permitting & Licensing powered by EnerGov
Enterprise Permitting & Licensing Custom Report Development 24 $ 4,200 $ 0 Enterprise Permitting & Licensing - Community Development Implementation Additional Hours
40 $ 5,200 $ 0
Enterprise Permitting & Licensing Project Management 10 $ 1,300 $ 0 TOTAL: $ 10,700 $ 0
Quoted By: Cody Gunstenson
Quote Expiration: 04/29/23
Quote Name:

Exhibit 1
2022-369178-P5C1T7 Page 2 of 4
Summary One Time Fees Recurring Fees
Total Tyler Services $ 10,700
Summary Total $ 10,700 $ 0
Contract Total $ 10,700
Comments
• Work will be delivered remotely unless otherwise noted in this agreement. • Expenses associated with onsite services are invoiced as incurred according to Tyler's standard business travel policy.

SaaS is considered a term of one year unless otherwise indicated.

Enterprise Permitting & Licensing Terms:

Tyler resources will configure and test basic Enterprise Permitting & Licensing functionality including global settings and preliminary user roles.

Exhibit 1
2022-369178-P5C1T7 Page 3 of 4
It is the client’s responsibility to provide and maintain the GIS services to be used by the Enterprise Permitting & Licensing applications. Tyler will provide guidelines to be followed for such services.

Tyler will be responsible for connecting the Enterprise Permitting & Licensing data source to Tyler Hub. Tyler will provide training to the client to demonstrate how to personalize user views. It is the Client's responsibility to personalize user views. Any additional data source connections to Tyler Hub will incur additional costs."
Client agrees that items in this sales quotation are, upon Client's signature or approval of same, hereby added to the existing agreement ("Agreement") between the parties and subject to its terms. Additionally, payment for said items, as applicable but subject to any listed assumptions herein, shall conform to the following terms, subject to payment terms in an agreement, amendment, or similar document in which this sales quotation is included:
• License fees for Tyler and third-party software are invoiced upon the earlier of (i) delivery of the license key or (ii) when Tyler makes such software available accessible.
• Fees for hardware are invoiced upon delivery.
• Fees for year one of hardware maintenance are invoiced upon delivery of the hardware. • Annual Maintenance and Support fees, SaaS fees, Hosting fees, and Subscription fees are first payable when Tyler makes the software accessible to the Client (for Maintenance) or on the first day of the month following the date this quotation was signed (for SaaS, Hosting, and Subscription), and any such fees are prorated to align with the applicable term under the agreement, with renewals invoiced annually thereafter in accord with the Agreement. • Fees for services included in this sales quotation shall be invoiced as indicated below. o Implementation and other professional services fees shall be invoiced as delivered. o Fixed-fee Business Process Consulting services shall be invoiced 50% upon delivery of the Best Practice Recommendations, by module, and 50% upon delivery of custom desktop procedures, by module.

Exhibit 1
2022-369178-P5C1T7 Page 4 of 4
o Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, Tyler will invoice Client the actual services delivered on a time and materials basis. o Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. For the avoidance of doubt, where "Project Planning Services" are provided, payment shall be invoiced upon delivery of the Implementation Planning document. Dedicated Project Management services, if any, will be invoiced monthly in arrears, beginning on the first day of the month immediately following initiation of project planning.
o If Client has purchased any change management services, those services will be invoiced in accordance with the Agreement. o Notwithstanding anything to the contrary stated above, the following payment terms shall apply to fees specifically for migrations: Tyler will invoice Client 50% of any Migration Services Fees listed above upon Client approval of the product suite migration schedule. The remaining 50%, by line item, will be billed upon the go-live of the applicable product suite. Tyler will invoice Client for any Project Management Fees listed above upon the go-live of the first product suite. Annual SaaS Fees will be invoiced upon availability of the hosted environment.

Customer Approval: Date:

Print Name: P.O.#:

Exhibit 1
tYIer
technologies

SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement is made between Tyler Technologies, Inc. and Client.

WHEREAS, Client selected Tyler to provide certain products and services set forth in the Investment Summary, including providing Client with access to Tyler' s proprietary software products, and Tyler desires to provide such products and services under the terms of this Agreement; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:

SECTION A — DEFINITIONS
Agreement" means this Software as a Services Agreement.

Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.

Client" means City of Seal Beach, California.

Data" means your data necessary to utilize the Tyler Software.

Data Storage Capacity" means the contracted amount of storage capacity for your Data identified in the Investment Summary.

Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then -current Documentation.

Defined Users" means the number of users that are authorized to use the SaaS Services. For EnerGov labeled modules, Defined Users means the number of names users that are authorized to use the SaaS Services. The Defined Users for the Agreement are as identified in the Investment Summary.

Developer" means a third party who owns the intellectual property rights to Third Party Software.

Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self- help documentation.

Effective Date" means the date by which both your and our authorized representatives have signed the Agreement.

Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.

Investment Summary" means the agreed upon cost proposal for the products and services attached as Exhibit A.
owe. tyler
Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.

SaaS Fees" means the fees for the SaaS Services identified in the Investment Summary.

SaaS Services" means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services.

SLA" means the service level agreement. A copy of our current SLA is attached hereto as Exhibit C.

Statement of Work" means the industry standard implementation plan describing how our professional services will be provided to implement the Tyler Software, and outlining your and our roles and responsibilities in connection with that implementation. The Statement of Work is attached as Exhibit E.

Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.

Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary.

Third Party Products" means the Third Party Software and Third Party Hardware.

Third Party Services" means the third party services, if any, identified in the Investment Summary.

Third Party Software" means the third party software, if any, identified in the Investment Summary.

Third Party Terms" means, if any, the end user license agreement( s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D.

Tyler" means Tyler Technologies, Inc., a Delaware corporation.

Tyler Software" means our proprietary software, including any integrations, custom modifications, and/ or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
we", " us", " our" and similar terms mean Tyler.
you" and similar terms mean Client.

SECTION B — SAAS SERVICES
Rights Granted. We grant to you the non- exclusive, non - assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in Section C( 9). The foregoing notwithstanding, to the extent we have sold you perpetual licenses for Tyler Software, if and listed in the Investment Summary, for which you are receiving SaaS Services, your rights to use such Tyler Software are perpetual, subject to the terms and conditions of this Agreement including, without limitation, Section B( 4). We will make any such software available to you for download.
tyler

2. SaaS Fees. You agree to pay us the SaaS Fees. Those amounts are payable in accordance with our Invoicing and Payment Policy. The SaaS Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity on the terms set forth in Section H( 1). In the event you regularly and/ or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage( s). Tyler Web Services shall be subject to the terms in Exhibit F.

3. Ownership.

3. 1 We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under this Agreement. You do not acquire under this Agreement any license to use the Tyler Software in excess of the scope and/ or duration of the SaaS Services.

3. 2 The Documentation is licensed to you and may be used and copied by your employees for internal, non- commercial reference purposes only.

3. 3 You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in this Agreement, we do not create or endorse any Data used in connection with the SaaS Services.

4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party' s business operations; b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; ( c) access or use the SaaS Services in order to build or support, and/ or assist a third party in building or supporting, products or services competitive to us; or ( d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by this Agreement.

Software Warranty. We warrant that the Tyler Software will perform without Defects during the term of this Agreement. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect in accordance with the maintenance and support process set forth in Section C( 9), below, the SLA and our then current Support Call Process.

6. SaaS Services.

6. 1 Our SaaS Services are audited at least yearly in accordance with the AICPA' s Statement on Standards for Attestation Engagements (" SSAE") No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. Upon execution of a mutually agreeable Non -Disclosure Agreement (" NDA"), we will provide you with a summary of our compliance report( s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information.

6. 2 You will be hosted on shared hardware in a Tyler data center or in a third -party data center. In f
tyler
either event, databases containing your Data will be dedicated to you and inaccessible to our other customers.

6. 3 Our Tyler data centers have fully -redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of your Data has been lost or damaged due to an act or omission of Tyler or its subcontractors or due to a defect in Tyler' s software, we will use best commercial efforts to restore all the Data on servers in accordance with the architectural design' s capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall the recovery point objective (" RPO") exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your Data may be lost, measured in relation to a disaster we declare, said declaration will not be unreasonably withheld.

6. 4 In the event we declare a disaster, our Recovery Time Objective (" RTO") is twenty- four ( 24) hours. For purposes of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the Tyler Software must be restored.

6. 5 We conduct annual penetration testing of either the production network and/ or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the event that any unauthorized access to your database( s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software.

Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems ( hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer.

6. 6 We test our disaster recovery plan on an annual basis. Our standard test is not client -specific.

Should you request a client -specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request.

6. 7 We will be responsible for importing back- up and verifying that you can log -in. You will be responsible for running reports and testing critical processes to verify the returned Data.

6. 8 We provide secure Data transmission paths between each of your workstations and our servers.

6. 9 Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel.

Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.

6. 10 Where applicable with respect to our applications that take or process card payment data, we V:V% tyler
4 are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https:// www. tylertech. com/ aboutus/ compliance, and in the event of any change in our status, will comply with applicable notice requirements.

SECTION C —PROFESSIONAL SERVICES

1. Professional Services. We will provide you the various implementation - related services itemized in the the Statement of Work.

Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good -faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in -scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

Additional Services. The Investment Summary contains, and the Statement of Work describes, the scope of services and related costs ( including programming and/ or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.

4. Cancellation. If travel is required, we will make all reasonable efforts to schedule travel for our personnel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance ( other than for Force Majeure or breach by us), you will be liable for all ( a) non- refundable expenses incurred by us on your behalf, and ( b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two ( 2) weeks of scheduled commitments.

Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re -perform such services at no additional cost to you.

6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. tyler

7. Background Checks. For at least the past twelve ( 12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.

Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation - related services outlined in this Agreement. We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance ( either through action or omission).

Maintenance and Support. For so long as you timely pay your SaaS Fees according to the Invoicing and Payment Policy, then in addition to the terms set forth in the SLA and the Support Call Process, we will:

9. 1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software ( subject to any applicable release life cycle policy);

9. 2 provide support during our established support hours;

9. 3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;

9. 4 make available to you all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and

9. 5 provide non -Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.

We will use all reasonable efforts to perform support services remotely. Currently, we use a third -party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high- speed internet connection capable of connecting us to your PCs and server( s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain your VPN for backup connectivity purposes. tyler
For the avoidance of doubt, SaaS Fees do not include the following services: ( a) onsite support ( unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); ( b) application design; c) other consulting services; or (d) support outside our normal business hours as listed in our then - current Support Call Process. Requested services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one ( 1) weeks' advance notice.

SECTION D — THIRD PARTY PRODUCTS
Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.

2. Third Party Software. As part of the SaaS Services, you will receive access to the Third Party Software and related documentation for internal business purposes only. Your rights to the Third Party Software will be governed by the Third Party Terms.

3. Third Party Products Warranties.

3. 1 We are authorized by each Developer to grant access to the Third Party Software.

3. 2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.

3. 3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.

4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third -party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.

SECTION E - INVOICING AND PAYMENT; INVOICE DISPUTES

1. Invoicinp, and Payment. We will invoice you the SaaS Fees and fees for other professional services in the Investment Summary per our Invoicing and Payment Policy, subject to Section E( 2).

2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.

You may withhold payment of the amount( s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items tyler
outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen ( 15) days of notice of our intent to do so.

SECTION F— TERM AND TERMINATION

1. Term. The initial term of this Agreement is five (5) years from the first day of the first month following the Effective Date, unless earlier terminated as set forth below. Upon expiration of the initial term, this Agreement will renew automatically for additional one ( 1) year renewal terms at our then -current SaaS Fees unless terminated in writing by either party at least sixty ( 60) days prior to the end of the then - current renewal term. Your right to access or use the Tyler Software and the SaaS Services will terminate at the end of this Agreement.

2. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/ or services you have received, or we have incurred or delivered, prior to the effective date of termination. Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section E( 2).

2. 1 Failure to Pay SaaS Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate this Agreement if you don' t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.

2. 2 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section H( 3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty ( 30) day window set forth in Section H( 3).

2. 3 Force Maieure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of the SaaS Services for a period of forty- five ( 45) days or more.

2. 4 Lack of Appropriations. If you should not appropriate or otherwise make available funds sufficient to utilize the SaaS Services, you may unilaterally terminate this Agreement upon thirty 30) days written notice to us. You will not be entitled to a refund or offset of previously paid, but unused SaaS Fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.

2. 5 Fees for Termination without Cause during Initial Term. If you terminate this Agreement during the initial term for any reason other than cause, Force Majeure, or lack of appropriations, or if we terminate this Agreement during the initial term for your failure to pay SaaS Fees, you shall pay us the following early termination fees:
a. if you terminate during the first year of the initial term, 100% of the SaaS Fees through the date of termination plus 25% of the SaaS Fees then due for the remainder of the tyler
initial term;
b. if you terminate during the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 15% of the SaaS Fees then due for the remainder of the initial term; and
c. if you terminate after the second year of the initial term, 100% of the SaaS Fees through the date of termination plus 10% of the SaaS Fees then due for the remainder of the initial term.

SECTION G — INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE

1. Intellectual Property Infringement Indemnification.

1. 1 We will defend you against any third party claim( s) that the Tyler Software or Documentation infringes that third party' s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

1. 2 Our obligations under this Section G( 1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non -licensed third parties, or your willful infringement.

1. 3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; ( b) modify it to make it non -infringing; or ( c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.

1. 4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment ( or settlement to which we consent), we will, at our option, either: ( a) procure the right to continue its use; ( b) modify it to make it non -infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

2. General Indemnification.

2. 1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses ( including reasonable attorney' s fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI -DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to tyler
provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

2. 2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third -party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney' s fees and costs) for personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.

We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.

3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO

THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER

WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT

NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,

OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY

OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO

YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED ( A) DURING THE INITIAL TERM, AS SET FORTH IN SECTION F( 1), TOTAL FEES PAID AS OF THE TIME OF THE CLAIM; OR ( B) DURING ANY RENEWAL TERM, THE THEN -CURRENT ANNUAL SAAS FEES PAYABLE IN THAT RENEWAL TERM. THE PARTIES

ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN

RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM EXTENT ALLOWED UNDER

APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS G( 1) AND G( 2).

5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,

IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR

CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: ( a) Commercial General Liability of at least $ 1, 000,000; ( b) Automobile Liability of at least $ 1, 000, 000; ( c) Professional Liability of at least $ 1, 000, 000; ( d) Workers Compensation complying with applicable statutory requirements; and ( e) Excess/ Umbrella Liability of at least $ 5, 000, 000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/ Umbrella Liability policy as well. We will provide you with copies of certificates of insurance upon your written request.

SECTION H — GENERAL TERMS AND CONDITIONS
I. Additional Products and Services. You may purchase additional products and services at the rates V: tyler
10 set forth in the Investment Summary for twelve ( 12) months from the Effective Date by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve ( 12) months have expired, you may purchase additional products and services at our then -current list price, also by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase( s), unless otherwise specifically provided in the addendum.

2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve ( 12) months from the Effective Date.

3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non- binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.

4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax- exempt entity, you agree to provide us with a tax- exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct -pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.

5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual' s ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.

6. E -Verify. We have complied, and will comply, with the E - Verify procedures administered by the U. S.

Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.

7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.

8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor( s) or permitted assign( s). Neither party may assign this Agreement tyler
11 without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.

9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.

10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms.

11. Entire Agreement: Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each parry.

12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.

13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non -enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non -enforcement prevent such party from enforcing each and every term of this Agreement thereafter.

14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.

15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: ( a) actual receipt by the receiving party; ( b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; ( c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five ( 5) days after deposit with the United States Postal Service authorized mail center with proper postage ( certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.

16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and tyler
12 promotional materials.

17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.

Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information ( e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
b) a party can establish by reasonable proof was in that party' s possession at the time of initial disclosure;
c)
a party receives from a third parry who has a right to disclose it to the receiving party; or d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.

18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/ or contact information so that we may timely obtain such license.

19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law.

20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.

Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.

21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.

22. Contract Documents. This Agreement includes the following exhibits:

Exhibit A
Investment Summary
Exhibit B
Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Service Level Agreement
0 tyler
13 Schedule 1: Support Call Process
Exhibit D Third Party Terms
Schedule 1: MyGovPay/ VirtualPay and IVR
Exhibit E Statement of Work
Exhibit F Web Services -Hosted Application Terms
IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date( s) set forth below.

Tyler Technologies, Inc.

By:

U
Name: Robert Kennedy- nsen
Title: Director of Contracts
Date: 2/ 3/ 21
Address for Notices:

Tyler Technologies, Inc.

One Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
City of Seal Keach, CA
By: VT I , \ ZU n
r w r
Name: Tin Q • T.OwA m
Title: VA a n a ot i -
Date: 21
Address for Notices:

City of Seal Beach
2118' Street
Seal Beach, CA 90740
Attention: t'1- A iiArper , C r m 0'r M
tyler
14 e,
Exhibit A
tyler
technologies
Exhibit A
Investment Summary
The following Investment Summary details the software and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
ti:;:: tyler
0000 Quoted By: Kip Winget
9 !!
c
r
Quote Expiration: 5/ 19/ 2021
technologies Quote Name: City of Seal Beach- LGD- FIN, CIS, PLM Quote Number: 2021- 121600- 12
Core Financials
Quote Description:

Sales quotation For
Purchasing
156
Kelly Telford
28, 289
Fixed Assets
City of Seal Beach
6, 000 10, 334
211 8th St
24 3, 600
Seal Beach, CA 90740- 6379
Personnel Management Suite
20 Phone: 1- 714- 458- 5292
6, 201
Personnel Management ( Includes Position Budgeting)
Email: ktelford@sealbeachca. gov
Tyler Software and Related Services - SaaS
u-^
One Time Fees
Financial Management Suite
Core Financials
Purchasing
156 23, 400 28, 289
Fixed Assets
40 6, 000 10, 334
Project Accounting
24 3, 600 4, 823
Personnel Management Suite
20 3, 000 6, 201
Personnel Management ( Includes Position Budgeting)
Employee Self Service ( Employee Portal)
116 17, 400 11, 571
Personnel Action Request
32 4,800 0
Benefits Enrollment
8 1 200 0
ESS Time & Attendance
12 1, 800 4, 1$
0 25
Customer Relationship Management Suite
32 4, 800 3, 300
Accounts Receivable
Utility CIS System
16 2, 400 7, 073
Mobile Service Orders
Third Party Printing Interface
172 25,
1,
800
200
12,
965
Cashiering
4 WO 3, 698
EasyPay Online Payment Component
44 6, 600 4, 180
EnerGov 0 0 o
Business Management - Per User ( 12)
Community Development - Per User ( 15)
0 0 11, 580
Citizen Self Service - Business Management
0 0
Citizen Self Service - Community Development 0
14,
3,
4 215
GIS ( 15) 0 0
3,215
iG Workforce Apps ( 10) 0$ 0 4, 830
0 3, 220
2021- 121600- 12 -

CONFIDENTIAL
1 o 5
e -Reviews
Report Toolkit
Intelligent Objects Automation
Tyler Content Manager
Tyler Content Manager Standard Edition ( TCM SE)
Tyler Hosted Applications
Utility Billing Online Component
Notifications for Utility Billing
IVR Solution for Utility Billing
Tyler U
Accounts Receivable Online Component
Incode 10
Contracts Management
Business Process Review - Financials
Business Process Review -Utility Billing
Full Suite Implementation ( Ind. CD, BM, GIS, CSS, TIM, iG) Project Management - EnerGov
eReviews
Online Application - Set up fee
Project Management
Financial Management Suite
General Ledger Master
General Ledger History
Accounts Payable Master
Accounts Payable History
Accounts Receiveable Master
Personnel Management Suite
Personnel Management - Payroll Master
Personnel Management - Payroll History
Customer Relationship Management Suite
Utility Billing History
Utility Billing Master
EnerGov
Conversion- Commmunity Development
Conversion - Business Management
Sub - Total:

TOTAL:

Total:
2021- 121600- 12 -

CONFIDENTIAL
2 of 5
0 0
6, 430
0 0 1, 286
0 0 5, 144
56 8,400 15, 370
0 0 2,400
0 0 0
0 0 0
0 0 6, 307
0 0 1, 500
20 3, 000 0
114, 000 175, 745
760 114, 000 5 175, 745
cLiantity
24 Unit Price
130
ENtendel Price
3, 120
Maintenance
0 24 130 3, 120 0
320 130 41, 600 0
20 130 2,600 0
16 130 2, 080 0
1 800 800 0
1 5, 000 5, 000 0
n' t Price Progfarinn;- a
58,320 0
8 150
Fee
1, 750
Ext ended Pricej
2, 950
4 150 750 1, 350
4 150 2, 000 2, 600
4 150 1, 000 1, 600
4 150 7, 000 7, 600
4 150 2,250 2, 850
4 150 1, 000 1, 600
4 150 1, 000 1, 600
12 150 5, 500 7, 300
14, 500 14, 500
7, 500 7,500
51, 450
2021- 121600- 12 -

CONFIDENTIAL
2 of 5
Summary One Time Fees Recurring Fees Total Tyler SaaS
0 175,745
Total Tyler Services 223,770 0
Total Third Party Hardware, Software and Services 0 0
Summary Total 223, 770 175, 745
2021 - 121600 - 12 -

CONFIDENTIAL
3 of 5
Comments
Notice- Any travel expenses needed are not included in the totals.

All services quoted herein are assumed to be delivered remote unless otherwise indicated.

Core Financials includes general ledger, budget prep, bank recon, AP, CellSense, a standard forms pkg, output director, positive pay, secure signatures ( qty 2).

Utility CIS System includes collections, tax lien process and import, utility payment import, a standard forms pkg., output director and one Utility handheld meter -reader interface.

Cashiering supports credit/ debit cards via ETS, includes PCI Compliant, a cash collection interface, a cashiering receipt import) Incode Utility Billing Online Component displays the current status ( late, cut off etc), the action needed to avoid penalty, current balance, deposits on file (optional), last payment date, last payment amount, payment arrangements on file, last bill amount, last bill date, bill due date, contracts on file and status, transaction history (online payments). Payment packet is created to be imported to utility system. Address information includes legal description, precinct, school district, and services at address( subject to data availability). Includes consumption history by service ( including graphs), request for service ( optional), information change request optional), security - SSL ( secure socket layer). Note that the customer pays $ 1. 25 fee per transaction for payment on- line.

Notification for Utility Billing ($0. 10 per call) includes Customer notification by phone ( call late notices and general notifications). Call lists are automatically generated and the account is updated after the call. It includes a custom message for each call type and the call message can be in English or Spanish. It generates reports based on call results. Note: The Utility will be billed at the rate specified above for all the calls made. The Utility will be billed quarterly by Tyler Technologies for calls conducted.

General Ledger conversions include Chart ofAccounts - additional fee for historical views.

Accounts Payable conversions include Vendor Master Only - additional fee for historical views.

Personnel Management/Payroll conversions include employee master information. This includes master record, addresses, contact and for historical dependentviews. information, state and federal tax setup, direct deposit information, as well as state specific retirement. Additional fee Utility Billing conversions include contacts/ properties/ accounts, service meter info - meter inventory, transaction/ consumption/ read history, metered services, non -metered service. Additional fee for historical views.

Incode IVR Solution for Utility Billing -The payment packet is created in centralized cash collections. The IVR system gives the customer an account balance, the customer makes the payment by phone, and the account manager is updated with the payment record. client toNOTE: pass along Thereto isthea $user 1. 25atper timetransaction of payment. fee associated with the IVR that will be paid by client unless Tyler is instructed by the e -Planning requires BlueBeam Studio Prime pricing is as follows: - Bluebeam Studio Prime Level 1 ( up to 100 users), Subscription - 2,340 - Bluebeam Studio Prime Level 2 ( up to 200 users), Subscription - $ Subscription - $ 4, 140 - Bluebeam Studio Prime Level 3 ( up to 500 users), 9, 540 - Bluebeam Studio Prime Level 4 ( up to 1000 users), Subscription - $ 17, 940 EasyPay Online Payment Component allows clients to setup payment forms for misc. payments with a fixed, calculated or open payment amount. The payments are sent from the website to the cash collection/ Cashiering application and then posted to the GL 2021 - 121600 - 12 -

CONFIDENTIAL
4 of 5
Comments
application. NOTE: There is a $ 1. 25 per transaction fee associated with the EasyPay that will be paid by client unless Tyler is instructed by the client to pass along to the user at time of payment. 2021 - 121600 - 12 -

CONFIDENTIAL
5 of 5
Exhibit B
tyler
technologies
Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary of the theAgreement. Agreement. Capitalized terms not otherwise defined will have the meaning assigned to such terms in Invoicing: We will invoice you for the applicable software and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.

I. SaaS Fees. Year 1 SaaS Fees are invoiced as follows: ( a) 65% on the commencement of the initial term as set forth in Section F ( 1) of this Agreement; and ( b) 35% on July 1, 2021. Thereafter, SaaS fees for the remainder of the initial term will be due annually on the anniversary of the commencement of the initial term. Your annual SaaS fees for the initial term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees will be at our then -current rates.

2. Other Tvler Software and Services.

2. 1 VPN Device: The fee for the VPN device will be invoiced upon installation of the VPN.

2. 2 Implementation and Other Professional Services ( including training): Implementation and other professional services ( including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.

2. 3 have Consulting been quoted Services: asIffixed - you have fee purchased any Business Process Consulting services, if they services, they will be invoiced 50% upon your acceptance of the Best Practice Recommendations, by module, and 50% upon your acceptance of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.

2. 4 Conversions: Fixed -fee conversions are invoiced 50% Data, by conversion option, upon initial delivery of the converted and 50% upon Client acceptance to load the converted Data into Live/ Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.

2. 5 Software Requested Modifications to the Tyler Software: Requested modifications to the Tyler are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30 -day window has passed. You may tyler
Exhibit B
still report Defects to us as set forth in this Agreement.

2. 6 Other Fixed Price Services: Other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where " Project Planning document. Services" are provided, payment will be due upon delivery of the Implementation Planning

3. Third Partv Products.

3. 1 Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.

3. 2 Third Party Software Maintenance: The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading.

3. 3 Third Party Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.

3. 4 Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary.

4. Ex enses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then -current Business Travel Policy, plus a 10% travel agency processing Business Travel Policy is attached to this Exhibit B as Schedule I. Copies ofrece pts will be provided upon request; we reserve the right to charge you an administrative fee depending on the mileage extentlogsofareyournotrequests. available. Receipts for miscellaneous items less than twenty-five dollars and Pa ment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting AMtylertech rnm f
tyler
tyler
technologies
Exhibit B
Schedule 1
Business Travel Policy

1. Air Travel
A. Reservations & Tickets
Exhibit B
Schedule 1
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee' s total trip duration and the fare is within $ 100 ( each way) of the lowest logical fare. If a net savings of $200 or more ( each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee' s total trip duration, the connecting flight should be accepted.

Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven ( 7) day advance booking requirement is mandatory. When booking less than seven ( 7) days in advance, management approval will be required.

Except in the case of international travel where a segment of continuous air travel is six ( 6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for " Basic Economy Fares" because these fares are non- refundable and have many restrictions that outweigh the cost -savings.

B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:

Up to five ( 5) days = one ( 1) checked bag
Six ( 6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable. tyler
Exhibit B
Schedule 1

2. Ground Transportation
A. Private Automobile
Mileage Allowance — Business use of an employee' s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee' s office as the starting and ending point, in compliance with IRS regulations.

Employees who have been designated a home office should calculate miles from their home.

B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a " mid- size" or " intermediate" car. " Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally ( excluding Canada), additional insurance on the rental agreement should be declined.

C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15- 18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.

D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/ from the airport should be considered. Tolls will be reimbursed when receipts are presented.

3. Lodging
Tyler' s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler' s work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates.

No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel' s cancellation policy.

Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.

V: tyler
Exhibit B
Schedule 1
Employees are not authorized to reserve non- traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.

4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U. S. are in accordance with the federal per diem rates published by the General Services Administration.

Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www. gsa. eov/ perdiem.

Per diem for Alaska, Hawaii, U. S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.

A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.

Departure Day
Depart before 12: 00 noon
Depart after 12: 00 noon
Return Day
Return before 12: 00 noon
Return between 12: 00 noon & 7: 00 p. m.

Return after 7: 00 p. m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
7: 00 p. m. is defined as direct travel time and does not include time taken to stop for dinner.

The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:

Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7: 00 p. m.*
7: 00 p. m. is defined as direct travel time and does not include time taken to stop for dinner.

V: tyler
3 Exhibit B
Schedule 1

5. Internet Access— Hotels and Airports
Employees who travel may need to access their e- mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee' s hotel charges for internet access it is reimbursable up to $10. 00 per day. Charges for internet access at airports are not reimbursable.

6. International Travel
All international flights with the exception of flights between the U. S. and Canada should be reserved through TMC using the " lowest practical coach fare" with the exception of flights that are six ( 6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.

When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable.

The cost of vaccinations that are either required for travel to specific countries or suggested by the U. S. Department of Health & Human Services for travel to specific countries, is reimbursable.

Section 4, Meals & Incidental Expenses, and Section 2. b., Rental Car, shall apply to this section. le.l. tyler
tyler
technologies
Exhibit C
Service Level Agreement
I. Agreement Overview
Exhibit C
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process.

II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.

Attainment: The percentage of time the Tyler Software is available during a calendar quarter, with percentages rounded to the nearest whole number.

Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third -party providers over whom we exercise no control.

Downtime: Those minutes during which the Tyler Software is not available for your use. Downtime does not include those instances in which only a Defect is present.

Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding maintenance windows, Client Error Incidents and Force Majeure.

III. Service Availability
The Service Availability of the Tyler Software is intended to be 24/ 7/ 365. We set Service Availability goals and measures whether we have met those goals by tracking Attainment. a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support incident number.

You must document, in writing, all Downtime that you have experienced during a calendar quarter. You must deliver such documentation to us within 30 days of a quarter' s end.

The documentation you provide must evidence the Downtime clearly and convincingly. It must include, for example, the support incident number( s) and the date, time and duration of the Downtime( s). b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime ( including whether it may be the result of a Client Error Incident or Force Majeure). We will also work with you to resume normal operations. ti:;. tyler
Exhibit C
Upon timely receipt of your Downtime report, we will compare that report to our own outage logs and support tickets to confirm that Downtime for which we were responsible indeed occurred.

We will respond to your Downtime report within 30 day( s) of receipt. To the extent we have confirmed Downtime for which we are responsible, we will provide you with the relief set forth below.

C. Client Relief
When a Service Availability goal is not met due to confirmed Downtime, we will provide you with relief that corresponds to the percentage amount by which that goal was not achieved, as set forth in the Client Relief Schedule below.

Notwithstanding the above, the total amount of all relief that would be due under this SLA per quarter will not exceed 5% of one quarter of the then -current SaaS Fee. The total credits confirmed by us in one or more quarters of a billing cycle will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.

Every quarter, we will compare confirmed Downtime to Service Availability. In the event actual Attainment does not meet the targeted Attainment, the following Client relief will apply, on a quarterly basis:
100% 98- 99% Remedial action will be taken.
100% 95. 97
4% credit of fee for affected calendar quarter
will be posted to next billing cycle
100% 95%
5% credit of fee for affected calendar quarter
will be posted to next billing cycle
You may request a report from us that documents the preceding quarter' s Service Availability, Downtime, any remedial actions that have been/ will be taken, and any credits that may be issued.

IV. Applicability
The commitments set forth in this SLA do not apply during maintenance windows, Client Error Incidents, and Force Majeure.

We perform maintenance during limited windows that are historically known to be reliably low -traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.

V. Force Majeure
You will not hold us responsible for not meeting service levels outlined in this SLA to the extent any failure to do so is caused by Force Majeure. In the event of Force Majeure, we will file with you a signed request that said failure be excused. That writing will at least include the essential details and circumstances supporting our request for relief pursuant to this Section. You will not unreasonably withhold its acceptance of such a request.
tyler
2 tyler
tec
Exhibit C
Schedule 1
Support Call Process
Support Channels
Exhibit C
Schedule 1
Tyler Technologies, Inc. provides the following channels of software support:
1) Tyler Community — an on- line resource, Tyler Community provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation.
2) On- line submission ( portal) — for less urgent and functionality -based questions, users may create unlimited support incidents through the customer relationship management portal available at the Tyler Technologies website.
3) Email — for less urgent situations, users may submit unlimited emails directly to the software support group.
4) Telephone — for urgent or complex questions, users receive toll-free, unlimited telephone software support.

Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
1) Tyler Website — www. tylertech. com — for accessing client tools and other information including support contact information.
2) Tyler Community — available through login, Tyler Community provides a venue for clients to support one another and share best practices and resources. 3) Knowledgebase — A fully searchable depository of thousands of documents related to procedures, best practices, release information, and job aides. 4) Program Updates — where development activity is made available for client consumption Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM ( Monday — Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Clients may receive coverage across these time zones. Tyler' s holiday schedule is outlined below. There will be no support coverage on these days.

New Year' s Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
Labor Day
tyler
Exhibit C
Schedule 1
Issue Handling
Incident Tracking
Every support incident is logged into Tyler' s Customer Relationship Management System and given a unique incident number. This system tracks the history of each incident. The incident tracking number is used to track and reference open issues when clients contact support. Clients may track incidents, using the incident number, through the portal at Tyler' s website or by calling software support directly.

Incident Priority
Each incident is assigned a priority number, which corresponds to the client' s needs and deadlines. The client is responsible for reasonably setting the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain " characteristics" may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the client towards clearly understanding and communicating the importance of the issue and to describe generally expected responses and resolutions.

Priority
Level Characteristics of Support Incident Resolution Targets Support incident that causes ( a) Tyler shall provide an initial response to Priority Level 1 complete application failure or incidents within one ( 1) business hour of receipt of the application unavailability; ( b) support incident. Tyler shall use commercially 1 application failure or unavailability in reasonable efforts to resolve such support incidents or Critical one or more of the client' s remote provide a circumvention procedure within one ( 1) location; or (c) systemic loss of multiple business day. For non -hosted customers, Tyler' s essential system functions. responsibility for lost or corrupted Data is limited to assisting the client in restoring its last available database.

Support incident that causes ( a) Tyler shall provide an initial response to Priority Level 2 repeated, consistent failure of essential incidents within four ( 4) business hours of receipt of the functionality affecting more than one support incident. Tyler shall use commercially 2 user or ( b) loss or corruption of Data. reasonable efforts to resolve such support incidents or High
provide a circumvention procedure within ten ( 10)
business days. For non -hosted customers, Tyler' s
responsibility for loss or corrupted Data is limited to assisting the client in restoring its last available database.

Priority Level 1 incident with an existing Tyler shall provide an initial response to Priority Level 3 circumvention procedure, or a Priority incidents within one ( 1) business day of receipt of the Level 2 incident that affects only one support incident. Tyler shall use commercially 3 user or for which there is an existing reasonable efforts to resolve such support incidents Medium circumvention procedure. without the need for a circumvention procedure with the next published maintenance update or service pack. For
non -hosted customers, Tyler' s responsibility for lost or corrupted Data is limited to assisting the client in
restoring its last available database.
tyler
Exhibit C
Schedule 1
Priority
Level
Characteristics of Support Incident Resolution Targets
Support incident that causes failure of Tyler shall provide an initial response to Priority Level 4 4 non- essential functionality or a incidents within two ( 2) business days. Tyler shall use Non- cosmetic or other issue that does not commercially reasonable efforts to resolve such support critical qualify as any other Priority Level. incidents, as well as cosmetic issues, with a future version release.

Incident Escalation
Tyler Technology' s software support consists of four levels of personnel:
1) Level 1: front-line representatives
2) Level 2: more senior in their support role, they assist front-line representatives and take on escalated issues
3) Level 3: assist in incident escalations and specialized client issues 4) Level 4: responsible for the management of support teams for either a single product or a product group
If a client feels they are not receiving the service needed, they may contact the appropriate Software Support Manager. After receiving the incident tracking number, the manager will follow up on the open issue and determine the necessary action to meet the client' s needs.

On occasion, the priority or immediacy of a software support incident may change after initiation. Tyler encourages clients to communicate the level of urgency or priority of software support issues so that we can respond appropriately. A software support incident can be escalated by any of the following methods:
1) Telephone — for immediate response, call toll-free to either escalate an incident' s priority or to escalate an issue through management channels as described above. 2) Email — clients can send an email to software support in order to escalate the priority of an issue 3) On- line Support Incident Portal — clients can also escalate the priority of an issue by logging into the client incident portal and referencing the appropriate incident tracking number.

Remote Support Tool
Some support calls require further analysis of the client' s database, process or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry -standard remote support tool. Support is able to quickly connect to the client' s desktop and view the site' s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.
i•. tyler
tyler
technologies
Exhibit D
Third Party Terms

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit D
tyler
Exhibit D
Schedule 1
tyler
technologies
Exhibit D
Schedule 1
MyGovPay/ VirtualPay and IVR

1. MyGovPay/ VirtualPay Licensing. Access to MyGovPay and/ or Virtual Pay is hereby granted if Customer elects to use MyGovPay or VirtualPay, products of Tyler Technologies ( Powered by Persolvent), designed for Citizen Users to use for processing online payments.
a) Special MvGovPav/ VirtualPav Definitions.

Merchant Agreement" means the agreement between Customer and Persolvent that provides for the Merchant Fees.

Merchant Fees" means direct costs levied by Visa/ Mastercard/ Discover or other payment card companies for Interchange Fees, Dues, Assessments and Occurrence Fees, over which Tyler Technologies has no authority.

MyGovPay" means the Product of Tyler Technologies that allows members of the public to pay for Customer' s services with a credit or other payment card on the Customer' s citizen -facing web portal.

Persolvent" means Persolvent, formerly BankCard Services Worldwide, a Payment Card Industry (PCI) compliant processing agent through which the EnerGov Software passes credit card transactions.

Use Fees" means the Technology Fees, Authorization Fees and Program/ Convenience Fees as listed in Use Fees Table in Section 2, titled MyGovPay/ VirtualPay.

VirtualPay" means the Product of Tyler Technologies that allows the Customer to accept and process citizen user' s credit or other payment card using the EnerGov Software. b) Conditions of Use. If customer elects to use MyGovPay and/ or VirtualPay the following terms apply: 1) Customer must apply for and agree to a Merchant Agreement with Persolvent. 2) Customer agrees that Citizen Users will be subject to Use Fees as listed in Use Fees table in Section 2. 3) Customer agrees that Use Fees are separate from and independent of Merchant Fees. 4) Customer agrees that this Agreement does not represent any modification to Customer' s Merchant Agreement with Persolvent.

S) Customer agrees that Use Fees are for use on the MyGovPay/ VirtualPay online system and will not be deposited or owed to Customer in any way.
6) Customer agrees that MyGovPay' s and VirtualPay' s ability to assess Use Fees is dictated by the Card Associations whose rules may change at any time and for any reason. If MyGovPay and/ or VirtualPay, for any reason, are unable to process payments using Use Fees, Customer agrees that MyGovPay/ VirtualPay reserves the right to negotiate a new pricing model with Customer for the continued use of MyGovPay and/ or VirtualPay.

2. MyGovPay/ VirtualPay Fees Customer agrees that the Use Fees set forth on the following page will apply if Customer elects to use MyGovPay/ VirtualPay.

USE FEES TABLE FOLLOWS ON NEXT PAGE
tyler V**
Exhibit D
Schedule 1
Use Fees
EnerGov' s MyGovPay ( Online / card -not -present payments)** ACH processing is available for a fee of $ 20 per month and $ 0. 30 per transaction.

EnerGov' s VirtualPay ( retail card present)
MyGovPay ( Online Payments) My y (Online
Payments)
Percenta a Based Fee Transaction Fee
Option 1:

2. 59% 0. 15
Govwmnent Ent1tv Paid

2. 79% 0. 20
Option 2:

Patron Paid 7_ T

3. 29% NSA
ACH processing is available for a fee of $ 20 per month and $ 0. 30 per transaction.

EnerGov' s VirtualPay ( retail card present)
Patron Paid fees will be communicated as " Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $ 30, Contractor reserves the right to apply an additional $ 0. 20 service fee above the quoted rates above.

3. Interactive Voice Response (" IVR"). If IVR is selected by Customer and included in the pricing, the following additional terms and conditions shall apply of this Agreement:
a) Network Security. Customer acknowledges that a third - parry is used by Tyler Technologies to process IVR Data. Customer' s content will pass through and be stored on the third - party servers and will not be segregated or in a separate physical location from servers on which other customers' content is or will be transmitted or stored.
b) Content. Customer is responsible for the creation, editorial content, control, and all other aspects of content to be used solely in conjunction with the EnerGov Software. c) Lawful Purposes. Customer shall not use the IVR system for any unlawful purpose. d) Critical Application. Customer will not use the IVR system for any life- support application or other critical application where failure or potential failure of the IVR system can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life- support system, and delays in getting medicate care or other emergency services. e) No Harmful Code. Customer represents and warrants that no content designed to delete, disable, deactivate, interfere with or otherwise harm any aspect of the IVR system now or in the future, shall be knowingly transmitted by Customer or Users.
f) IVR WARRANTY. Except as expressly set forth in this Agreement, TYLER TECHNOLOGIES MAKES NO

REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES FOR IVR. OF TITLE, NON - INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE tyler
Retaih Vl UW IRS
Pe a Based Fee Transaction Fee
Option 1:

Government gntity Paid 2. 59% 0. 15
Optbn 2:

Patron Paid 2. 99% N/ A
Patron Paid fees will be communicated as " Service Fees" to the cardholder, at the time of transaction. In the event that the average monthly transaction amount is below $ 30, Contractor reserves the right to apply an additional $ 0. 20 service fee above the quoted rates above.

REPRESENTATION AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING FOR IVR. WARRANTIES OF TITLE, NON - INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE tyler
tyler
technologies
Exhibit E
Statement of Work

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit E
tyler
City of Seal Beach
SOW from Tyler Technologies, Inc.
1/ 20/ 2021
Presented to:

Kelly Telford
211 Eighth Street
Seal Beach, CA 90740
Contact:

Kip Winget
Email: Kip. Winget@TylerTech. com
5519 53rd Street, Lubbock, TX 79414
Table of Contents
PART1: EXECUTIVE SUMMARY........................................................................................................... 1 I. Project Overview................................................................................................................................... i

1. 1 Introduction................................................................................................................................... 1 1. 2 Project Goals.................................................................................................................................. i

1. 3 Methodology................................................................................................................................. 1 PART2: PROJECT FOUNDATION......................................................................................................... 3 2. Project Governance............................................................................................................................... 3 3. Project Scope Control................................................................................ 4 3. 1 Managing Scope and Project Change ..............................................

3. 2 Change Control.............................................................................................................................. 4 3. 3 Change Request Management....................................................................................................... 4 4. Acceptance Process...................................................................................................................

S. Roles and Responsibilities..................................................................................................................... 6 5. 1 Tyler Roles & Responsibilities................................................................................

5. 1. 1 Tyler Executive Sponsor................................................................

5. 1. 2 Tyler Implementation Manager.............................................................................................. 7 5. 1. 3 Tyler Project Manager ...............

5. 1. 4
Tyler Implementation Consultant
7 5. 1. 5 Tyler Sales .............
8 5. 1. 6 Tyler Technical Services................

5. 2 City of Seal Beach Roles & Responsibilities..................................................................................... 9 5. 2. 1 City of Seal Beach Executive Sponsor...................................................................................... 9 5. 2. 2 City of Seal Beach Steering Committee................................................................................... 9 5. 2. 3 City of Seal Beach Project Manager...................................................................................... 10 5. 2. 4 City of Seal Beach Functional Leads...................................................................................... 11 5. 2. 5 City of Seal Beach Power Users............................................................................................. 12 5. 2. 6 City of Seal Beach End Users................................................................................................. 12 5. 2. 7 City of Seal Beach Technical Lead......................................................................................... 12 5. 2. 8 City of Seal Beach Change Management Lead....................................................................... 13 PART3: PROJECT PLAN...................................................................................................................... 14 6. Project Stages.....................................................................................................................................

6. 1 14 Initiate and Plan........................................................................................................................

6. 1. 1 Initial Coordination ................... ••• 15

6. 1. 2 Project/ Phase Planning.........................................................................................................

6. 1. 3 16 Infrastructure Planning......................................................................................................... 17 City of Seal Beach
Tyler Technologies, Inc.

Page / i

6. 1.4
61S GIS P praton__--__.--_---..--_.---.-_..-----'------'''------'---'°

61.6 [ ontu P nt1:| n ta Plan ageAcceptance ---.----.._----'''---------''~

6. 2 4ssess kDefine-..--_. -------'-~
31 6. 2. 1 Solution orientation ............................................................................................................. 21 6. 2. 2 Current & Future State _'-
22 6. 2.3
Conversion Assessment ''
23 6. 2. 4
Intentionally left blank ..
24 6. 2. 5
Intentionally left blank ._--____-_-_-_---------------_.- -- 64 3

6. 6.

6. 3.

3. 3.

2. 6 | '
7 4
5 2 -________ -'-------------------'- ''
3 1
6 Production
Prepare
Control
Conversion
Intentionally
Process
Initial
Control
Solution ..........................................................................................................................

System
Readiness -.-_-------.---_------------- '---
Point
Refinement .............................................................................................................. .' Point
Delivery .............................................................................................................. ~~ leftblank ._-__ ------'-'----'-----'' ---
left
3:
2:

Deployment ....................................................................................................

Prepare
Assess &
blank .--.-_--_-.__---------------. -----~"
Solution
Define Stage
Stage
Acceptance '-----------'--''
Acceptance ............................................................. 3" 3 3
3 2
2-
2 7.

General
5 6.

6. 6638

6. 6.

6. 6S.

6. 6.

5. 5.

5. 4.

4. 3
2 4
1 3
2 4
1 3
2 1
Close
Production ...................................................................................................................................

Assumptions .-.'~'~.--_---~--'~_-~__~
Control
Project
PhaseC1oseout------....------_-.----------.. ---------'--- Control
Transition
Post
Go -
Control
Solution
Go -
End
Live .................................................................................................................................

Live
User
Go -
Closeout -------.

Point
Point
Point /:

Live
Readiness ................................................................................................................ ° Validation -----__. ''--------------.---.. ---'
Training -.--_-_—..'------------'-- -----'-
toClient
Activities .......................................................................................................... =` 6iClose
S: Production
Production
Services ..................................................................................................

Stage------------
Stage
Readiness
Acceptance ......................................................................

Stage Acceptance ...................................................... 4D
3o
o
3°
3°
3=
3°
3 3
2 7. 1 Pro ct------------------.-- — *
8an atk na| Chan8eK8ana enn nt______------------------------- 41 7. 3 Resources and Schedu| g-.---.----_--_____--------------------' z
4 Data ----------.---_-_---- --------------------
7 Fac| s_________.___.___.__..__-----------------------.. 43 42

8. Glossary
43 PART 4: APPENDICES
46 9. Conversion '~'~.~'.-.~~--~--~-^-.-.'~'~-~~-~--'.--'-'_~~ U| y8UUn8[ onverdonSumnnary--------..-~~-~~--~-~~~~~-^-~'~^~^~-~' 9' 1 | ncodeU City of Seol8mch

9. 1. 1 Utif. F......................................................... 46 9. 1. 2 Utility Billing — Legacy/ Historical Views................................................................................. 46

9. 2
Incode Financials Conversion Summary ........................................................................................ 46 9. 2. 1 General Ledger..................................................................................................................... 46 9. 2. 2 Accounts Payable................................................................................................................. 46 9. 2. 3 Personnel Management....................................................................................................... 46 9. 2. 4 General Ledger..................................................................................................................... 47 9. 2. 5 Accounts Payable................................................................................................................. 47 9. 2. 6 Personnel Management....................................................................................................... 47 9. 2. 7 Community Development: Permits....................................................................................... 48 9. 2. 8 Business Management .......................................

9. 2. 9 Community Development: Code Cases................................................................................. 48 9. 2. 10 Community Development: Plans........................................................................................... 49 10. Additional Appendices.................................................................................................................... s0 10. 1
Intentionally left blank................................................................................................................. 50 11. Project Timeline............................................................................

11. 1
Incode Financial Management Timeline....................................................................................... 50 11. 2
Incode Utility Billing Timeline....................................................................................................... 51 11. 3 MyCivic Timeline.......................................................................................................................... 52 11.4
Intentionally left blank................................................................................................................. 52 City of Seal Beach
Tyler Technologies, Inc.

Page i iii
Part 1: Executive Summary
I. Project Overview

1. 1 Introduction
Tyler Technologies (' Tyler') is the largest and most established provider of integrated software and technology services focused solely on the public sector. Tyler's end-to-end solutions empower public sector entities including local, state, provincial and federal government, to operate more efficiently and connect more transparently with their constituents and with each other. By connecting data and processes across communities. disparate systems, Tyler' s solutions transform how clients gain actionable insights that solve problems in their

1. 2 Project Goals
This Statement of Work (" SOW") documents the methodology, implementation stages, activities, and roles and responsibilities, and project scope listed in the Investment Summary of the Agreement between Tyler and Client ( collectively the " Project").

The overall goals of the project are to:

Successfully implement the contracted scope on time and on budget Increase operational efficiencies and empower users to be more productive Improve accessibility and responsiveness to external and internal customer needs Overcome current challenges and meet future goals Providing a single, comprehensive, and integrated solution to manage business functions

1. 3 Methodology
This is accomplished by City of Seal Beach and Tyler working as a partnership and Tyler utilizing its depth of implementation experience. While each Project is unique, all will follow Tyler' s six -stage methodology. Each of the six stages is comprised of multiple work packages, and each work package includes a narrative description, objectives, tasks, inputs, outputs/ deliverables, assumptions, and a responsibility matrix.

Tailored specifically for Tyler' s public sector clients, the project methodology contains Stage Acceptance Control Points throughout each Phase to ensure adherence to scope, budget, timeline controls, effective communications, and quality standards. Clearly defined, the project methodology repeats consistently across Phases, and is scaled to meet the Client' s complexity and organizational needs.

City ofSeal Beach
Tyler Technologies, ! nc.

Page / 1
Tyler's Six Stage Project Methodology
INITIATE i ASSESS& PREPARE PROOUCTIOM PLAN OEiI SOUffN) N AK READINESS a&

PRODUCTION
Auk
CLOSE
The methodology adapts to both single-phase and multiple -phase projects.

To achieve Project success, it is imperative that both City of Seal Beach and Tyler commit to including the necessary leadership and governance. During each stage of the Project, it is expected that City of Seal Beach and Tyler Project teams work collaboratively to complete tasks. An underlying principle of Tyler' s Implementation process is to employ an iterative model where City of Seal Beach' s business processes are assessed, configured, validated, and refined cyclically in line with the project budget. This approach is used in multiple stages and work packages as illustrated in the graphic below.

Iterative Project Model
The delivery approach is systematic, which reduces variability and mitigates risks to ensure Project success. As efficiently illustrated, andsomeeffectively stages, along complete with theworkProject. packages and tasks, are intended to be overlapping by nature to City of Seal Beach
Tyler Technologies, Inc.

Page / 2
Part 2: Project Foundation

2. Project Governance
Project governance is the management framework within which Project decisions are made. The role of Project governance is to provide a decision- making approach that is logical, robust, and repeatable. This related allows organizations activities. to have a structured approach for conducting its daily business in addition to project This section outlines the resources required to adequately meet the business needs, objectives, and priorities for the Project, communicate the goals to other Project participants, and provide support and guidance to accomplish these goals. Project governance defines the structure for escalation of issues and risks, Change Control review and authority, and Organizational Change Management activities. Throughout the Statement of Work Tyler has provided RACI Matrices for activities to be completed throughout the implementation which will further outline responsibilities of different roles in each stage. Further refinement of the governance Plan Stage. structure, related processes, and specific roles and responsibilities occurs during the Initiate & The chart below illustrates an overall team perspective where Tyler and City of Seal Beach collaborate to resolve Project challenges according to defined escalation paths. In the event that project managers do not possess authority to determine a solution, resolve an issue, or mitigate a risk, Tyler implementation management and City of Seal Beach Steering Committee become the escalation points to triage responses prior to escalation to City of Seal Beach and Tyler executive sponsors. As part of the escalation process, each Project governance tier presents recommendations and supporting information to facilitate knowledge transfer point. and issue resolution. City of Seal Beach and Tyler executive sponsors serve as the final escalation Project Governance Relationships

CLIENT LEADERSHIP
00000000= TYLER LEADERSHIP
Ckampons the Prot, sem buy -M, wMes MCUTR+E SPONSOR
oMrSW and dkiate dwts m4al g Provides oversigid and Woeiate decistai- making L

STEERING COMMITTEE
Mo+r<ors PSs goals and aGjeetives '°'""" MUMEBTATNIN MANAGER Monitors pregross
A
PROACT MA Ver
Oversees Prefect sokedide and tasks PROICT NAMABETI
Oversees Praleet se6ednie ami t Mh
City of Seal Beach
Tyler Technologies, Inc.

Page ! 3

3. Project Scope Control

3. 1 Managing Scope and Project Change
Project Management governance principles contend that there are three connected constraints on a Project:
budget, timeline, and scope. These constraints, known as the 'triple constraints' or Project management triangle, define budget in terms of financial cost, labor costs, and other resource costs. Scope is defined as the work performed to deliver a product, service or result with the specified features and functions, while time is simply defined as the schedule. The Triple Constraint theory states that if you change one side of the triangle, the other two sides must be correspondingly adjusted. For example, if the scope of the Project is increased, cost and time to complete will also need to increase. The Project and executive teams will need to remain cognizant of these constraints when making impactful decisions to the Project. A simple illustration of this triangle is included here, showing the connection of each item and their relational impact to the overall Scope.

Project Management Triangle
A pillar of any successful project is the ability to properly manage scope while allowing the appropriate level of flexibility to incorporate approved changes. Scope and changes within the project will be managed using the change control process outlined in the following section.

3. 2 Change Control
It may become necessary to change the scope of this Project due to unforeseeable circumstances ( e.g., new constraints or opportunities are discovered). This Project is being undertaken with the understanding that Project scope, schedule, and/ or cost may need to change in order to produce optimal results for final stakeholders. contract, Changes and as described to contractual below. requirements will follow the change control process specified in the

3. 3 Change Request Management
Should the need for a change to Project scope, schedule, and/ or cost be identified during the Project, the change will be brought to the attention of the Steering Committee and an assessment of the change will occur. While such changes may result in additional costs and possible delays relative to the schedule, some City ofSeal Beach
Tyler Technologies, Inc.

Page / 4
changes may result in less cost to City of Seal Beach; for example, City of Seal Beach may decide it no longer needs a deliverable originally defined in the Project. The Change Request will include the following information:

The nature of the change.

A good faith estimate of the additional cost or associated savings to City of Seal Beach, if any.

The timetable for implementing the change.

The effect on and/ or risk to the schedule, resource needs or resource responsibilities.

City of Seal Beach will use its good faith efforts to either approve or disapprove any Change Request within ten ( 10) Business Days ( or other period as mutually agreeable between Tyler and City of Seal Beach). Any changes to the Project scope, budget, or timeline must be documented and approved in writing using a Change Request form. These changes constitute a formal amendment to the Statement of Work and will supersede any conflicting term in the Statement of Work.

Change Request Process
NEED SCOPE DETAILS REM CHANGES SCHEDULE 1

CLIENT IDENTIFIES TYLER ASSESSES / CLIENT DETAILS IF TYLER AGREES

NEED/ DESIRE FOR DETERMINES OUT NEED IN CHANGE WITH THE REQUEST

CHANGE OF SCOPE REQUEST FORM
KAUM WE R" IK
FstMule WE" to Creat,
eMMka r a for dmW
Rerldea
City of Seal Beach
Tyler Technologies, Inc.

CLIENT AUTHORIZES SCHEDULED ADJUSTED TO

OR DECLINES THE ACCOMMODATE THE

CHANGE CHANGE IF NECESSARY
Int nal hen me cue
Page / 5

4. Acceptance Process
The implementation of a Project involves many decisions to be made throughout its lifecycle. Decisions will vary from higher level strategy decisions to smaller, detailed Project level decisions. It is critical to the success of the Project that each City of Seal Beach office or department designates specific individuals for making decisions on behalf of their offices or departments.

Both Tyler and the City of Seal Beach will identify representative project managers. These individuals will represent the interests of all stakeholders and serve as the primary contacts between the two organizations.

The coordination of gaining client feedback and approval on Project deliverables will be critical to the success of the Project. The City of Seal Beach project manager will strive to gain deliverable and decision approvals from all authorized City of Seal Beach representatives. Given that the designated decision -maker for each department may not always be available, there must be a designated proxy for each decision point in the Project. Assignment of each proxy will be the responsibility of the leadership from each City of Seal Beach department. The proxies will be named individuals that have the authorization to make decisions on behalf of their department.

The following process will be used for accepting Deliverables and Control Points:

The City of Seal Beach shall have five ( 5) business days from the date of delivery, or as otherwise mutually agreed upon by the parties in writing, to accept each Deliverable or Control Point. If the City of Seal Beach does not provide acceptance or acknowledgement within five ( 5) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.

If the City of Seal Beach does not agree the particular Deliverable or Control Point meets requirements, the City of Seal Beach shall notify Tyler project manager( s), in writing, with reasoning within five ( 5) business days, or the otherwise agreed- upon timeframe, not to be unreasonably withheld, of receipt of the Deliverable.

Tyler shall address any deficiencies and redeliver the Deliverable or Control Point. The City of Seal Beach shall then have two ( 2) business days from receipt of the redelivered Deliverable or Control Point to accept or again submit written notification of reasons for rejecting the milestone. If the City of Seal Beach does not provide acceptance within two (2) business days, or the otherwise agreed upon timeframe, not to be unreasonably withheld, Tyler deems the Deliverable or Control Point as accepted.

5. Roles and Responsibilities
The following defines the roles and responsibilities of each Project resource for City of Seal Beach and Tyler.

Roles and responsibilities may not follow the organizational chart or position descriptions at City of Seal Beach, but are roles defined within the Project. It is common for individual resources on both the Tyler and client project teams to fill multiple roles. Similarly, it is common for some roles to be filled by multiple people.

5. 1 Tyler Roles & Responsibilities
Tyler assigns a project manager prior to the start of each Phase of the Project (some Projects may only be one Phase in duration). Additional Tyler resources are assigned as the schedule develops and as needs arise.

City of Seal Beach
Tyler Technologies, Inc.

Page 16 ends

Seal Beach City CouncilJanuary 9, 2023

Seal Beach City Council
January 9, 2023