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HomeMy WebLinkAboutSYSTEM INNOVATORS (3)INSURANCE NOT ON FILE A-2023-013-02 WORK MA4' NOT PROCEED CLERK OF COUNCIL DATE: FEB 2 8 2023 SUPPORT AND MAINTENANCE AGREEMENT THIS AGREEMENT (hereinafter "Support and Maintenance Agreement") is made and entered into this 7th day of February, 2023, by and between System Innovators, Inc., a Florida corporation and a Division of N. Harris Computer Corporation (System Innovators), ("CONSULTANT"/"SI"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"). CITY and CONSULTANT/SI shall hereinafter collectively be referred to as "the PARTIES". RECITALS: A. This SUPPORT AND MAINTENANCE AGREEMENT made and entered into this 7tn day of February, 2023 between SYSTEM INNOVATORS, INC. ("CONSULTANT"/"SI"), a Florida corporation and a Division of N. Harris Computer Corporation and the City of Santa Ana ("CITY"), a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California. B. SI owns the Software which has been licensed to CITY pursuant to a March 2014 Software License Agreement (Agreement A-2014-073), and subsequent amended agreements: A-2014-358 (December 2014), A-2016-099 (May 2016), and A-2019-135 (August 20, 2019), which license remains in effect by the parties' separate Master Renewal Agreement dated February 7, 2023. C. The CITY wishes to receive support and maintenance services related to the Software; D. SI shall provide the support and maintenance services related to the Software. NOW THEREFORE, in consideration of the mutual covenants set out in this support and maintenance agreement (the "Support and Maintenance Agreement") and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: 1. Unless otherwise defined herein, all defined terms used herein shall have the meaning ascribed to them in the parties' separate Master Renewal Agreement dated February 7, 2023. If not in conflict with the terms of this Support and Maintenance Agreement, all other terms of the Master Renewal Agreement shall be incorporated into this Support and Maintenance Agreement. 2. This Support and Maintenance Agreement is the exclusive statement of the entire support and maintenance agreement between SI and CITY. The parties agree that any previous agreement or terms in an agreement that provided support and maintenance services similar to those provided under this Support and Maintenance Agreement have either expired, been terminated under their own terms, or have been terminated by operation of said Master Renewal Agreement. 3. SI shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in the Standard Maintenance and Support Guideline, which is hereby fully incorporated herein by reference, and which are in effect as of the Start Date (as defined below), as such services may, at SI's sole discretion, be modified or supplemented from time to time. To enable SI to provide effective support, the CITY will establish auto remote access procedures compatible with SI's then current practices, which may be revised over time. 4. The provision of support services under this Support and Maintenance Agreement shall start on the effective date of the Master Renewal Agreement (Start Date). 5. In consideration for the support services specified in this Support and Maintenance Agreement, CITY agrees to pay, and CONSULTANT agrees to accept the "Support and Maintenance Fee" as detailed in Exhibits A, B, C, and D as incorporated below, in an aggregate base amount of $515,605.29, with a further aggregate contingency amount of $77,340.79, for a total combined not to exceed amount of $592,946.08 as set -out in EXHIBIT D (Maximum Fiscal Year Compensation Table) which is hereby fully incorporated herein by reference. The Support and Maintenance Fee will be billed semi- annual basis. The first payment will be due and payable upon the approval of the Master Renewal Agreement. Thereafter the Support and Maintenance Fee will be billed in advance each semi-annual period or on an alternative date mutually agreed to by both parties. In accordance with CITY's payment practices CITY, after the first payment the CITY shall have forty-five (45) days from the each semi-annual anniversary date to remit annual payment to SI of the Support and Maintenance Fee. If the CITY would like to match the invoicing of the Support and Maintenance Fee to its fiscal year or any other period, it may request, during the initial annual period of this Support and Maintenance Agreement that SI issue a prorated invoice for the portion remaining during the initial annual period. SI may change the Support and Maintenance Fee from time to time in relation to each annual support and maintenance period but CITY shall only be billed only twice per year, and any such increase shall not exceed five percent (5%) per year and may include a corresponding five percent (5%) increase with respect to Third -party services pursuant to Section 7, below. 6. In the event CITY requests material or substantive changes to documentation, reporting and/or interface creation or other material or substantive changes outside of the scope of Standard Support Guidelines as set forth in Exhibit E hereto, SI will be entitled to increase the Support and Maintenance Fee by no less than twenty-five percent (25%) of the license associated with the new/additional functionality, per request per year going forward in order to allow SI to maintain these changes through each Release iii of the Software, except where said requests by CITY are incorporated within the provisions of a duly executed Change Order approved by SI as set out in the Master Renewal Agreement. 7. SI reserves the right to bill an additional fee of three percent (31/o) for Third -party services should Third -party license vendors include an annual escalator that exceeds seven and a half percent (7.5%). In such an event, SI shall provide CITY with adequate documentation of Third -party license vendors' annual escalator increases exceeding seven and ahalf percent (7.5%). 8. In addition to the above, where CITY purchases additional or different licenses related to the SI Software, or any new module s/environments, additional Support and Maintenance Fees may be charged by SI at the time of purchase of such software license(s) and incorporate such increase(s) in any subsequent Support and Maintenance Fee payments previously agreed to subject to a duly executed Change Order approved by SI. 9. In addition to the Support and Maintenance Fee, CITY shall reimburse SI for its direct expenses in providing support services ("Billable Fees") pursuant to this Support and Maintenance Agreement which include as of the Start Date: (a) courier services, photocopying, faxing, long distance phone calls and reproduction services, (b) all direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; a travel time rate of fifty percent (50%) of the individual 's current standard hourly rate; a per diem rate not to exceed $85.00 for weekdays and a $150.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (receipts will be provided to CITY); and a mileage charge consistent with the Internal Revenue Service recommended rate per mile, (c) and all other reasonable direct expenses incurred in the performance of SI's duties hereunder. SI may update its reimbursement policies from time to time, in which case such updated policies shall apply for purposes of this Support and Maintenance Agreement, provided that such updated reimbursement policies must generally apply to all clients of SI. 10. SI shall supply all maintenance/build Releases to CITY at no additional charge other than the payment of the Support and Maintenance Fee. iv 11. Upgrades are defined as major new versions of the Software or subversions supplying new functionality. Upgrades may require additional services to be performed by SI outside of the scope of those services provided by SI under this Support and Maintenance Agreement including professional services for the installation and implementation of the Upgrade and additional training that will be subject to SI's then -prevailing policies, terns and Billable Fees related to pricing and hourly rates. 12. Updates/builds are defined as minor code updates to the Software, such as providing bug fixes or minor modifications. All Updates/builds of the Software will be made available to CITY at no additional charge other than the payment of the Support and Maintenance Fee. 13. SI shall not be required to perform corrective maintenance as part of its Support and Maintenance Services with respect to Software malfunctions caused by: (a) CITY's modifications to the Software unless performed at the direction of SI; (b) CITY's failure to use updates, enhancements or program error corrections; (c) Failure to use the Software in accordance with this Support and Maintenance Agreement or Master Renewal Agreement; or (d) Actions beyond Sl's reasonable span of control with respect to CITY's actions which alter the turnkey implementation environment, or cause hardware or Third Party Software malfunctions. 14. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. SI shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax SI may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by CITY and such sums shall be due and payable to SI upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by CITY. The CITY shall be responsible for the payment of any applicable duties and sales/consumption taxes. 15. The term of this Support and Maintenance Agreement shall be identical to the Term set forth in the Master Renewal Agreement unless terminated by either party upon giving to the other not less than one hundred and twenty (120) days' notice in writing prior to the end of the initial annual maintenance and support period or any subsequent annual maintenance and support period. CITY shall pay the then prevailing Support and Maintenance Fee in advance for each annual period of the Support and Maintenance Agreement, subject to CITY's payment practices as hereinabove set forth in Section 5. v 16. Where the notice of non -renewal has not been provided in accordance with these terms, the CITY is obliged to pay the Support and Maintenance Fee for the then applicable annual period. The termination of this Support and Maintenance Agreement by CITY shall not affect the License or the Software License Agreement incorporated within the Master Renewal Agreement. SI shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated. CITY acknowledges that if this Support and Maintenance Agreement is terminated, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement including the right to Releases or to access the source code in escrow upon the occurrence of any Event of Default. 17. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by SI in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with SI, and CITY shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement. 18. SI shall have the right to terminate this Support and Maintenance Agreement immediately if CITY attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes reorganization, without complying with the License Agreement provisions of the Master Renewal Agreement. 19. In the event CITY fails to pay all or any portion of an invoice on or before sixty (60) days after the date it becomes due, SI shall have the option to suspend or terminate this Support and Maintenance Agreement. Suspension or termination shall not relieve CITY of its obligation to pay its outstanding invoices, including any applicable late charges. CITY will be required to pay SI the entire Support and Maintenance Fees for the period of suspension prior to reinstatement of support and maintenance services. 20. All notices, demands, and requests, required to be given under this Support and Maintenance Agreement by either patty to the other shall be in writing and delivered by hand, or by registered or certified mail, postage prepaid, to the respective parties at the following addresses, or to such other address as may be given by a party to the other pursuant hereto as set forth in the Master Renewal Agreement. 21. Either party's lack of enforcement of any provision in this Support and Maintenance Agreement in the event of a breach by the other shall not be construed to be a waiver of any such provision or the non -breaching party may elect to enforce any such provision in the event of any repeated or continuing breach by the other. 22. The parties agree that the terms and conditions contained herein shall prevail notwithstanding any variations on any orders, e-mails or other correspondence submitted by CITY. vi 23. The particular provisions of this Support and Maintenance Agreement shall be deemed confidential in nature and neither CITY nor SI shall divulge any of its provisions as set forth herein to any third party except as may be required by law. 24. Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. 25. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Support and Maintenance Agreement shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates. 26. Where remedies are expressly afforded by this Support and Maintenance Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of CITY for liabilities of SI arising out of or in connection with this Support and Maintenance Agreement, notwithstanding any remedy otherwise available at law or in equity. 27. This Support and Maintenance Agreement shall be governed by the laws of the State in which CITY is located. 28. This Agreement may not be assigned by CITY unless, concurrently with any such assignment, CITY assigns its rights under, and complies with the License Agreement provisions of the Master Renewal Agreement. This Support and Maintenance Agreement shall be binding upon the successors and assigns of the parties and ensure to the benefit of the successors and permitted assigns of the parties. 29. The invalidity or unenf'orceability of any provision or covenant contained in this Support and Maintenance Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 30. This Support and Maintenance Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. 31. The aggregate liability of SI to CITY for all claims, suits, actions and proceedings howsoever arising, directly or indirectly, under or relating to the support services supplied pursuant to this support and maintenance agreement or its subject matter, including those based on breach or rescission of contract, tort, breach of trust, or breach of fiduciary duty shall not exceed, in the aggregate, the amount of fees actually paid vii by the CITY to SI for the support services supplied pursuant to this support and maintenance agreement during the then -current term (and in no event being greater than 12 months) of the support and maintenance agreement up to and including the date of termination. 32. In addition to the foregoing, neither party shall be liable to the other for any claims for consequential damages, incidental damages, indirect damages, special damages, aggravated damages, loss of revenue, loss of profits, failure to realize expected savings, loss of data, loss of business opportunity either under or relating to this support and maintenance agreement or its subject matter, whether based on breach of contract, rescission of contract, tort, breach of trust, or breach of fiduciary duty even if such other party has been advised of the likelihood of the occurrence of such damages and notwithstanding any failure of essential purpose of any limited remedy. {Signatures on Following Page; viii A-2023-013-02 IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance Agreement to be effective as of the Start Date first written above. APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John Funk Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs, Executive Director Finance and Management Services Agency CITY OF SANTA ANA �� istine Ridge' City Manager CONSULTANT System Innovators, A Division of N. Harris Computer Corporation Nan e: Jeffrey L—ffffre—Nan Jeffrey Sunnier Title: Executive Vice President EXHIBIT A "Notice of Support Quote 2022-2025" EXHIBIT A nnava�Sors a division of Harris Notice of Support Quote 2022-2025 City of Santa Ana Semi -Annual Invoicing 2022 Software Support Qtv Term: 110112022 - 6/30/2022 Unit Price Extended Price 1 iNovah-SWS $ 18,525.25 (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 2,949.19 23 TPG A776 Printer -HWX 220.50 $ 2,535.75 12 APG Cash Drawer-HWX PAID CK#120097120 73.50 $ 441.00 1 Check 21 (ICL to Chase} TPM $ 2,253.28 Your annual receipt license = 300,000 receipt Total $ 2s,7oa.a7 Qtv Term: 710112022 - 1213112022 Unit Price Extended Price 1 iNovah- SWS $ 18,525.25 (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 2,949.19 23 TPG A776 Printer -HWX 220.50 $ 2,535.75 12 APG Cash Drawer- HWX 73.50 $ 441.00 1 Check 21 (ICL to Chase)-TPM $ 2,253.28 Your annual receipt license = 300,000 receipt Total $ 2s,7oa.a7 2022 Term Total Amount 2023 Software Support Qttv Term: 110112023 - 6/30/2023 1 iNovah- SWS (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer -HWX 12 APG Cash Drawer- HWX 1 Check 21 (ICL to Chase} TPM Your annual receipt license = 300,000 receipt QtV Term: 710112023 - 1213112023 1 iNovah-SWS (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer -HWX 12 APG Cash Drawer-HWX 1 Check 21 (ICL to Chase} TPM Your annual receipt license = 300,000 receipt Unit Price Extended Price $ 19,822.02 $ 3.155.63 231.53 $ 2,662.54 77.18 $ 463.05 $ 2,411.01 Total $ 28,514.25 Unit Price Extended Price $ 19,822.02 $ 3,155.63 231.53 $ 2,662.54 77.18 $ 463.05 $ 2,411.01 Total $ 28,514.25 2023 Term Total _iSY 5 EM a ddiv�ision�of Harris 2024 Software Support Qtvt rr Term: 110112024 - 6/30/2024 Unit Price Extended Price 1 iNovah-SWS $ 21.209.56 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3.376.53 23 TPG A776 Printer- HWX 243.10 $ 2,795.67 12 APG Cash Drawer-HWX 81.03 $ 486.21 1 Check 21 (ICL to Chase} TPM $ 2,579.78 Your annual receipt license = 300,000 receipt Total $ 3o,aa7.74 QtV Term; 710112024 .1213112024 Unit Price Extended Price 1 iNovah-SWS $ 21,209.56 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 3,376.53 23 TPG A776 Printer -HWX 243.10 $ 2,795.67 12 APG Cash Drawer-HWX 81.03 $ 486.21 1 Check 21 (ICL to Chase} TPM $ 2,579.78 Total $ 30,447.74 Your annual receipt license = 300,000 receipt 2025 Software Support (Arty Term: 110112025 - 613012025 1 iNovah- SWS (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer -HWX 12 APG Cash Drawer-HWX 1 Check 21 (ICL to Chase}TPM Your annual receipt license = 300,000 receipt ON Term: 7/01/2025 - 12/31/2025 1 iNovah-SWS (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer - HWX 12 APG Cash Drawer-HWX 1 Check 21 (ICL to Chase} TPM Your annual receipt license = 300,000 receipt Unit Price Extended Price $ 22,694.23 $ 3,612.88 243.10 $ 2,935.45 81.03 $ 510.52 $ 2,760.37 Total $ 32,513.44 Unit Price Extended Price $ 22,694.23 $ 3,612.88 243.10 $ 2,935.45 81.03 $ 510.52 $ 2,760.37 Total $ 32,513.44 2025 Term Total Amount EYAHBIT B "3 Year Optional Renewal Term 2026-2028" Notice of Support Quote Optional 3-year Term 2026-2028 City of Santa Ana Semi -Annual Invoicing 2026 Software Support Qttv Term: 110112026 - 613012026 1 iNovah- SWS (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer -HWX 12 APG Cash Drawer -HWX 1 Check 21 (ICL to Chase)- TPM Your annual receipt license = 300,000 receipt O3!t Term: 710112026 - 1213112026 1 iNovah- SWS (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer- HWX IPA a1YK�F.R8,IiiiMI. UtTK� 1 Check 21 (ICL to Chase}TPM Your annual receipt license = 300,000 receipt EXHIBIT B �.r...,...M::sis a division of Harris Unit Price Extended Price $ 24,282.83 $ 3,865.79 268.02 $ 3,082.22 89.34 $ 536.04 $ 2,953.59 Total $ 34,720.46 Unit Price Extended Price $ 24,282.83 $ 3,865.79 268.02 $ 3,082.22 89.34 $ 536.04 $ 2,953.59 Total $ 34,720.46 2026 Term Total ®____SYS'TE�M, a division of Harris 2027 Software Support Qty Term: 110112027. 6/30/2027 Unit Price Extended Price 1 iNovah-SWS $ 25,982.63 (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,136.39 23 TPG A776 Printer- HWX 281.42 $ 3,236.33 12 APG Cash Drawer -HWX 93.81 $ 562.84 1 Check 21 (ICL to Chase} Ti $ 3,160.35 Your annual receipt license = 300,000 receipts Total $ 37,078.53 QtV Term: 710112027 - 1213112027 Unit Price Extended Price 1 iNovah- SWS $ 25,982.63 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,136.39 23 TPG A776 Printer -HWX 281.42 $ 3,236.33 12 APG Cash Drawer -HWX 93.81 $ 562.84 1 Check 21 (ICL to Chase} TPM $ 3,160.35 Total $ 37,078.53 Your annual receipt license = 300,000 receipts 2027 Term Total Amount $ 74,157.06 2028 Software Support Qtv Term: 110112028 - 613012028 Unit Price Extended Price 1 iNovah- SWS $ 27,801.41 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,425.94 23 TPG A776 Printer -HWX 295.49 $ 3,398.15 12 APG Cash Drawer -HWX 98.50 $ 590.98 1 Check 21 (ICL to Chase} TPM $ 3,381.57 Your annual receipt license = 300,000 receipts Total $ 39,598.04 (Qyt Term: 7101/2028 - 1213112028 Unit Price Extended Price 1 iNovah-SWS $ 27,801.41 (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts $ 4,425.94 23 TPG A776 Printer- HWX 295.49 $ 3,398.15 12 APG Cash Drawer -HWX 98.50 $ 590.98 1 Check 21 (ICL to Chase} TPM $ 3,381.57 Your annual receipt license = 300,000 receipts Total $ 39,598.04 2028 Term Total Amount EXHIBIT C "Optional I Year Extension 2029" EXHIBIT C YSTEH Notice of Support Quote Optional 1-year Term 2029 City of Santa Ana 1 YEAR OPTIONAL RENEWAL TERM 2029 2029 Software Support Qttv Term: 1/0112029 - 6/30/2029 1 iNovah- SWS (Includes COMPROD/COMTEST Database & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer -HWX 12 APG Cash Drawer -HWX 1 Check 21 (ICL to Chase} TPM Your annual receipt license = 300,000 receipts QtV Term: 7/01/2029 - 12/31/2029 1 iNovah- SWS (Includes COMPROD/COMTEST Datebase & Data Ticket Interfaces) 1 iNovah Additional Software Support for 300,000 receipts 23 TPG A776 Printer- HWX 12 APG Cash Drawer- HWX 1 Check 21 (ICL to Chase} TPM Your annual receipt license = 300,000 receipts a division of Harris Unit Price Extended Price $ 29,191.48 $ 4,647.24 310.27 $ 3,568.06 103.42 $ 620.53 $ 3,550.65 Total $ 41,577.95 Unit Price Extended Price $ 29,191.48 $ 4,647.24 310.27 $ 3,568.06 103.42 $ 620.53 $ 3,550.65 Total $ 41,577.95 2029 Term Total Amount EXHIBIT D "Maximum Fiscal Year Compensation Table" EXHIBIT D Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement Fiscal Contracted Compensation Additional Maximum Year Activity Description Amount Contingency Compensation Amount Calendar Year 2022 (January - June) Semi -Annual Support $26,979.84 & Maintenance -$26.979.84 Prepaid $0.00 Charge $0.00 $0.00 Calendar Year 2022 FY 2022- (July -December) 23 Semi -Annual Support & Maintenance Charge $26,704.47 $4,005.67 $30,710.14 Calendar Year 2023 (January -June) Semi -Annual Support & Maintenance Charge $28,514.25 $4,277.14 $32,791.39 Calendar Year 2023 (July -December) Semi -Annual Support & Maintenance Charge $28,514.25 $4,277.14 $32,791.39 FY 2023- 24 Calendar Year 2024 (January -June) Semi -Annual Support & Maintenance Charge $30,447.74 $4,567.16 $35,014.90 11K1111111 a 11 Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement Fiscal Activity Description Contracted Compensation Additional Maximum Compensation Year Amount Contingency Amount Calendar Year 2024 (July -December) Semi -Annual Support & FY 2024- Maintenance Charge $30,447.74 $4,567.16 $35,014.90 25 Calendar Year 2025 (January -June) Semi -Annual Support & Maintenance Charge $32,513.44 $4,877.02 $37,390.46 Calendar Year 2025 (July -December) Semi -Annual Support & FY 2025- Maintenance Charge $32,513.44 $4,877.02 $37,390.46 26 Calendar Year 2026 (January -June) Semi -Annual Support & Maintenance Charge $34,720.46 $5,208.07 $39,928.53 Calendar Year 2026 (July -December) Semi -Annual Support & FY 2026- Maintenance Charge $34,720.46 $5,208.07 $39,928.53 27 Calendar Year 2027 (January -June) Semi -Annual Support & Maintenance Charge $37,078.53 $5,561.7 $$42,640.31 EXHIBIT D Maximum Fiscal Year Compensation Table - Support & Maintenance Agreement Fiscal Activity Description Contracted Compensation Additional Maximum Compensation Year Amount Contingency Amount Calendar Year 2027 (July -December) Semi -Annual Support & FY 2027- Maintenance Charge $37,078.53 $5,561.78 $42,640.31 28 Calendar Year 2028 (January -June) Semi -Annual Support & Maintenance Charge $39,598.04 $5,939.71 $45,537.75 Calendar Year 2028 (July -December) Semi -Annual Support & FY 2028- Maintenance Charge $39,598.04 $5,939.71 $45,537.75 29 Calendar Year 2029 ............................................................................................................................................................................................................................................................... (January -June) Semi -Annual Support & Maintenance Charge $41,577.95 $6,236.69 $47,814.64 Calendar Year 2029 FY 2029- (July-December) 30 Semi -Annual Support & Maintenance Charge 1 $41,577.95 $6,236.69 $47,814.64 Subtotal _ Subtotal Grand Total $515,605.29 $77,340.79 $592,946.08 MITI FRITUR" "Support and Maintenance Agreement - Standard Support Guidelines" Support and Maintenance Services - Standard Guidelines The purpose of this Exhibit E is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support, a listing of call priorities, an outline of our escalation procedures and other important details. Consultant reserves the right to make modifications to this document as required; provided, however, Consultant shall not reduce the scope of support provided hereunder without the priorconsent of the Organization. The services listed below are services that are included as part of your software support. • 800 Toll Free Telephone support • Cost effective upgrade solutions • Scheduled assistance for installations, upgrades & other special projects (there may be charges depending on the scope of work) • Technical troubleshooting & issue resolution • E-mail support call logging and notification • Standard software releases and updates - Defect corrections (as warranted) - Planned enhancements • State and/or Federal mandated changes (charges may exist depending on scope) • Release notes • Limited training questions (15 minute guideline) • Design review for potential enhancements or custom modifications • Ability to attend the annual customer conference (attendance foes apply) Help Desk Hours Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. Page t Response Times Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however, calls will be escalated based on the urgency of the issue reported. Our response time guidelines are as follows: Priority 1: 1 - 24 hours Priority 2: 1 - 2 business days Priority 3: 1 - 5 business days Call Priorities In an effort to assign our resources to incoming calls as effectively as possible, we have identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support staffto be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as follows: Priority 1- High • System Down (Software Application) • Inability to process payments • Program errors without workarounds • Incorrect calculation errors impacting amajority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Priority 2 - Medium • Calculation errors impacting a minority of records • Reports calculation issues • Printer related issues (related to interfaces with our software and not the printer itself) • Security issues • Workstation connectivity issues (Workstation specific) Priority 3 - Low • System errors that have workarounds • Usability issues Page 2 • Performance issues not impacting critical processes • Report formatting issues • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes • Questions on documentation Call Process All issues or questions reported to support are tracked via a support call. Our support analysts cannot provide assistance unless a support call is logged. Our current process for logging callsincludes the following: Email, phone and fax. Your call must contain at a minimum: your organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of your question or issue and any other information you believe pertinent. • Our support system or one of our support analysts will provide you with a call id to track your issue and your call will be logged into our support tracking database. • Your call will be stored in a queue and the first available support representative will be assigned to deal with your issue. • As the support representative assigned to your call investigates your issue, you will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. If we require additional information, you will be contacted by the assigned support representative to supply the information required. • If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be logged into our development tracking database and you will be provided with a separate id number to track the progress of the issue. At this time, your support call will be closed and replaced by the development id number. The development id number will remain open until your issue has been completely resolved. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. • Contact the support department at your convenience for a status update on your development issues. Page 3 Escalation Process Our escalation process is defined below. This process has been put in place to ensure that issuesare being dealt with appropriately. If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the support department as follows: Level 1: Contact the support representative working on your issue Level 2: Contact the support supervisor or group lead Level 3: Contact the Director of Support Level 4: Contact the Executive Vice President of System Innovators Holiday Schedule Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. An asterisk * next to the holiday indicates that the System Innovators office is closed, however, technical support will be available. New Year's Day Closed President's Day (Observed) Closed Memorial Day (Observed) Closed 41h of July (Observed) Closed Labor Day Closed Columbus Day * Closed Thanksgiving Day Closed Day after Thanksgiving * Closed Christmas Day Closed Day after Christmas * Closed Page 4 Billable Support Services The services listed below are services that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Extended telephone training • Forms redesign or creation (includes Bill Prints, Notice Prints and Letters, Permits, etc.) • Setup & changes to hand-held interface or creation of new interface • Setup of new services or changes to services (POP, ACH, etc.) • File imports/exports - Interfaces to other applications • Refreshes, backups, restores, setting up test areas • Setup of new printers, printer setup changes • Custom modifications (reports, bills, forms, reversal of customizations) • Setting up additional companies / agencies / tokens / general ledgers • Data conversions / global modification to setup table data • Database maintenance, repairs & optimization • Extended Hardware & Operating System support • Upgrades & support of third party software • Installations/ re -installations (workstations, servers) • iNovah Public API consulting Test Databases & Environments We support customers in the maintenance of independent Test Environments for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment. The creation of Test Databases & Environments is a billable service, quotations & incremental maintenance rates will be provided on request. Connection Methods To ensure we can effectively support our clients, we require that a communication link is established and maintained between our two sites. It is the client's responsibility to ensure theconnection is valid at your location so that we can connect to your site and resolve any issues. Our supported methods of connection are: Direct internet, Virtual Private Network (VPN), Remote Access Server (RAS). Page 5 Hardware and Third Party Support - if applicable The purpose of this section is to provide our customers with information on our standard coverage and the services which are included as part of your annual hardware and third party software support (if applicable). This section serves as a guideline for the support department but is superseded by an existing third party or other agreement. Standard Hardware and Third Party Software Support Services • 800 telephone support - first line phone support for troubleshooting (note more complex issues will be escalated to the actual vendor of the products) • "On call' after hours support (scheduled assistance for installations, upgrades and otherspecial projects - there may be charges depending on the scope of work) • Technical troubleshooting • Limited training questions (15 minute guideline) • Recommendations on specific hardware requirements • Support provided for installed database issues (30 minute guideline) • Web Service installation and connection to database assistance • Updating system to support new versions of licensed applications. The services listed below are services that are OUT OF SCOPE and are therefore considered billable: • On -site installation or upgrade of hardware and third party software • Extended telephone training (beyond 15 minutes) • Reconfiguration of hardware and fileservers • Recovering data resulting from client error • Upgrading of hardware systems • Assistance with creation of backup scripts / backup recovery • Assistance with recovering data resulting from system crashes (charges may apply) • Assistance with database installation, configuration and updating • Preventative maintenance monitoring or other services • Recommending or assisting with disaster recovery plans • Re-establishment of Web/ODBC connection if connection was lost due to actions ofcustomer WEB/IP/ODBC connections to other third party products • Creation of custom reports Report writer training, upgrades and installations (other than at time of initialpurchase) Page 6 A�® CERTIFICATE OF LIABILITY INSURANCE 71T2 9/2024 /YYYY) 9/2 0 2 4 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 Marsh Canada Limited NAME: PHONE 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com (A/C,No Ext: FAX No): Toronto,ON,M5J OA8 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 1 02165922-sndrd-GAWUP-24-25 Harris INSURERA: Federal Insurance Company 20281 INSURED Constellation Software,Inc.and INSURER B: Great Northern Insurance Company 20303 System Innovators INSURERC: ACE American Insurance Company 22667 5265 Rockwell Drive NE INSURER D Cedar Rapids,IA 52402 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004158061-03 REVISION NUMBER: 18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 9950-48-39 EUC 09/27/2024 09/27/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X� OCCUR DAPREMISESMAGE TOEa RENTEo D ccurrence $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY❑ PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ B AUTOMOBILE LIABILITY 7360-03-97 09/27/2024 09/27/2025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ X OWNED rx SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LAB X OCCUR 9365-24-30 09/27/2024 09/27/2025 EACH OCCURRENCE $ 2,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ C WORKERS COMPENSATION 71764342 09/27/2024 09/27/2025 PER oTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N 1,000,000 ANYPROPRIETOR/PARTN ER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability D01813225 09/27/2024 09/27/2025 Limit 10,000,000 Tech E&O&Cyber SIR-$5M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re:Project Number:A-2023-013-02,Project Name:Support And Maintenance Agreement. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to general liability and auto liability. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana,CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA LLC @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD PROVED FLuisa Najera at 8:33 am,Feb 03,2025 AGENCY CUSTOMER ID: CN102165922 LOC#: Canada ACOOR o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh Canada Limited Constellation Software,Inc.and System Innovators POLICY NUMBER 5265 Rockwell Drive NE Cedar Rapids,IA 52402 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Crime Policy#8222-7301 Carrier Name-Chubb Insurance Company of Canada Policy Term-09/27/2024-09/27/2025 Deductible-$500,000 Limit:$5,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: (24) 7360-03-97 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Wth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form, This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. HOWEVER, NO SUCH PERSON OR ORGANIZATION IS AN INSURED UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE "WHO IS AN INSURED" SECTION OF THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 C Insurance Services Office, Inc.. 2011 Page 1 of 1 CH U B B0 Liability Insurance Endorsement Policy Period SEPTEMBER 27,2024 TO SEPTEMBER 27,2025 Effective Date SEPTLMBER 27,2024 Policy Number 9950-48-39 EtIC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL,INSURANCE COMPANY Date Issued OCi'OBER 15,2024 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Addiilonal Insured-Scheduled Person Or organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBBO Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance, Conditions Other insurance-- If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance-Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized RepresentativeQ .__' Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Pare 2 C H U B B0 Policy Conditions Endorsement Policy Period SEPTFMBER 27,2024 TO SEPTEMBER 27,2025 Effective Date SEPTEMBER 27,2024 Policy Number 9950-48-39 EUC Insured CONSTELLATION SON(WARE,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCTOBER 15,2024 This Endorsement applies to the following forms; COMMON POLICY CONDrl'IONS Under Conditions,the following condition is added. Conditions Notice Ot Cancellation When we cancel this policy for any reason,other than non-payment of premium,we will notify To Scheduled Persons persons)or organizations)shown in the Schedulc at least 30 days in advance of the cancellation Or Organizations When date. We Cancel Any failure by us to notify such person(s)or organization(i)will not: • impose any liability or obligation of any kind upon us;or • invalidate such cancellation. Schedule Persons)or Organization(s): DEVE OF WATER&POWER RISK MANAGEMENT SECTION,RM.465 Address: 111 N.HOPE ST. LOS ANGELES,CA 90012 Persons)or Org aniz atio n(s): CITY OF CARROLUFON Person(s)or Organization(s): CITY OF ANN ARBOR C/O:MYCOI Address: 1075 BROAD RIPPLE AVE,StJffE 313 INDIA.NAPOLIS,IN 46220 Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment OfPremiumJ continued Form 80-02-9779(Ed.3-1 f) Endorsement Page 7 Conditions (continued) Person(s)or Organization(s): HFTC: HOUSING TRUST FUND CORPORATION,ATIMA Address: 25 BEAVER STREET NEW YORK,NY 10004 Person(s)or Organization(s): DHCR: NEW YORK STATE DIVISION OF HOUSING AND Address; COMMUNITY RENEWAL(DCHR) HAMPTON PLAZA 38-40 STATE STREET ALBANY,NY 12207 Person(s)or Organization(s): SIXTH STREET SPECIALTY LENDING,INC.AS ADMINISTRATIVE AGENT,AND ITS SUCCESSORS AND ASSIGNS Address: 888 SEVENTH STREET,35TH FLOOR NEW YORK,NY 10106 Person(s)or Organization(s): THE CITY OF SANTA CLARA CIO INSURANCE DATA SERVICES INSURANCE COMPLIANCE Address: PO SOX 100085 DULUTH,GA 30096 Person(s)or Organization(s): HAMILTON COUNTY BOARD OF COMMISSIONERS CIO:MYCOI Address: 1075 BROAD RIPPLE AVE, STE 313 INDIANAPOLIS,IN 46220 Person(s)or Organization(s): JACKSON ENERGY AUTHORITY 250 NORTH HIGHLAND AVE Address: JACKSON,TN 38301 Person(s)or Organization(s): BANK OF MONTREAL Address: 100 KING STREET WEST, 18TH FLOOR TORONTO,ON M5X 1 A 1 CANADA Person(s)or Organization(s): TOWN OF GREENWICH DIRECTOR OF PURCHASING&ADMINISTRATIVE SERVICES Address: 101 FIELD POINT ROAD GREENWICH,CT 06830 Notice Of Canceflatlon To Scheduled Parsons OrOrganizatlons Policy Conditions (Except Non-Payment Of PremiumJ continued Form 60-02-9779(Ed.3-1 iJ Endorsement Page 2 C H U B B" Policy Conditions Endorsement Effective Date SEPTEMBER 27,2024 Policy Number 9950-49-39 ETJC Persons)or Organization(s); RGRTA PROCUREMENT DEPARTMENT 1372 EAST MAIN STREET Address; ROCHESTER,NY 14609 Person(s)or Organization(s), THE PORT AUTHORITY OF NY&NJ ATTN:PROCUREMENT DEPARTMENT Address, ONE MADISON AVENUE,7TH FLOOR NEW YORK,NY 10010 Person(s)or Organization(s), VALLEJO CITY UNIFIED SCHOOL DISTRICT Address; 665 WALNUT AVENUE VALLEJO,CA 94592 Persons)orOrganization(s); WELLS FARGO BANK,NATIONAL ASSOCIATION AS AGENT AND ITS SUCCESSORS AND10R ASSIGNS Address, 125 HIGH STREET BOSTON MA,02110 Person(s)or Organization(s), THE CITY OF RANCHO CUCAMONGA,ITS ELECTED OFFICIALS, OFFICERS,EMPLOYEES,SERVANTS,VOLUNTEERS AND AGENTS Address; SERVING AS INDEPENDENT CONTRACTORS IN THE ROLE AGENCY OFFICIALS 10500 CIVIC CENTER DRIVE RANCHO CUCAMONGA,CA 9030 If you arc obligated,pursuant to a written contract or agreement,to provide person(s)or organization(s)with notice of cancellation,then we will notify such person(s)or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the first named insured or producer of record provides us with a spreadsheet containing the name, mailing address and,if available,e-mail address of the person(s)or organization(s). All other terms and conditions remain unchanged. Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment Of PremiumJ Continued Form 80-02-9779(Ed.3-11) Endorsement Page 3 Conditions (continued) authorized Representative Notice OfCancellagon To Scheduled Parsons OrOrganizagons Policy Conditions (Except Non-Payment Of PremiumJ last page Form 60-02-9779(Ed..3-1 iJ Endorsement Page 4 Workers'Compensation and Employers'Liability Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE, INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number:(25)7176-43-42 Policy Period Effective Date of Endorsement 09-27-2024 TO 09-27-2025 09-27-2024 Issued By(Name of insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. EARLIER NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US A. Under Condition D. Cancellation of Part Six, the time period is amended as follows: We may cancel this policy by mailing or delivering to you written notice of cancellation at least: 1. 14 days before the effective date of cancellation if we cancel for non-payment of premium; or 2. 94 days before the effective date of cancellation if we cancel for any other reason. B. Under Part Six- Conditions of the policy, the following is added: Notice of Nonrenewal When we do not renew this policy, we will mail or deliver to you written notice of the non renewal at Least 90 days before the expiration date. Mailing that notice to you at your mailing address shown in item 1 of the Information Page will be sufficient to prove notice. State Exceptions California Not Applicable Authorized Representative WC 99 06 46(Ed.6-11) Workers'Compensation and Employers'Liability Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number:(25)7176-43-42 Policy Period Effective Date cf Endorsement 0927-2024 TO o9-27 2a25 09-27-2024 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. EARLIER NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US A. Under Condition D. Cancellation of Part Six, the time period is amended as follows: We may cancel this policy by mailing or delivering to you written notice of cancellation at least: 1. 10 days before the effective date of Cancellation tf we cancel far non-payment of premium; or 2. 90 days before the effective date of cancellation if we cancel for any other reason. B. Under Part Six-Conditions of the policy,the following is added: Notice of Nonrenewal When we do not renew this policy,we will mail or deliver to you written notice of the nonrenewal at Least 90 days before the expiration date. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. State Exceptions Califomia Not Applicable Authorized Representative WC 99 06 46(Ed.6-11) Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,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. This condition does not apply to medical expenses. APPROVED By Luisa Najera at 8:34 am,Feb 03,2025 Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 24 of 32 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE, INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number: (25)7176-43-42 Policy Period Effective Date of Endorsement 09-27-2024 TO 09-27-2025 09-27-2024 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS . For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent APPROVED By Luisa Najera at 8:31 am,Feb 03,2025 WC 00 03 13(11/05) ©Copyright 1983-2017 National Council on Compensation Insurance, Inc.All Rights Reserved. A`oRo° CERTIFICATE OF LIABILITY INSURANCE 7TE1/2025IYYYY) 1/2025 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 Marsh Canada Limited NAME: PHONE FAX 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com (A/C,No Ext: A/C,No Toronto,ON,M5J OAS E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN 1 02165922-sndrd-GAWUP-25-26 Harris INSURERA: Federal Insurance Company 20281 INSURED Constellation Software,Inc.and INSURER B: ACE American Insurance Company 22667 System Innovators INSURERC: XL Specialty Insurance Company 37885 5265 Rockwell Drive NE INSURER D Cedar Rapids,IA 52402 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004158061-13 REVISION NUMBER: 30 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 9950-48-39WUC 09/27/2025 09/27/2026 EACH OCCURRENCE $ 1,000,000 RENTEDDAMAGE TO CLAIMS-MADE X� OCCUR FIR SES(Ea."; Ea occrre... $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 1,000,N 000 OTHER: $ A AUTOMOBILE LIABILITY 7360-03-97 09/27/2025 09/27/2026 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ X OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS ONLY X AUTOS ONLY Per accident) $ A X UMBRELLALIAB X OCCUR 9365-24-30 09/27/2025 09/27/2026 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 71764342 09/27/2025 09/27/2026 PER OTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability US00158150EO25A 09/27/2025 09/27/2026 Limit 10,000,000 Tech E&O&Cyber SIR 2,500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Project Number:A-2023-013-02,Project Name:Support And Maintenance Agreement. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to general liability and auto liability. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to General Liability,Auto Liability and Worker's Compensation. Digitally signed TU Tran by Tu Tran Nguyen Nguyen0092826-0800? APPROVED By Tu Tran Nguyen at 9:28 am,Nov 12,2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:FMSA-Treasury THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,M-13 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE of Marsh USA LLC @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102165922 LOC#: Canada ACCOR o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh Canada Limited Constellation Software,Inc.and System Innovators POLICY NUMBER 5265 Rockwell Drive NE Cedar Rapids,IA 52402 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Crime: Carder:Chubb Insurance Company of Canada Policy No.:8222-7301 Policy Dates:09/27/2025-09/27/2026 Deductible-$500,000 Limits: $5,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CH us B° Liability Insurance Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 W[]C Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCTOBER 13,2025 This Endorsement applies to the following forms: GENERAL LIABILrrY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are hmreds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an inured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contractor agreement. Uabf ,lrr zvanw AAAW,, 11--4-Q.h.A d.d 0 ,e,,.,rkn, M—m „ wn nuad nne-r m .. r n-ss c r.....,...--4 a 4 CHusso LiLbiiity J=nuurvemenr (co tinuec.) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primar-v insurance such as is afforded by this policy,then in such case Insurance-Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization, Schedule CITY OF SANTA ANA,ITS CITY COUNCIL,OFFICERS,OFFICIALS, EMPLOYEES,AGENTS AND VOLUNTEERS 20 CIVIC CENTER PLAZA ROSS ANNEX,M-21 SANTA ANA,CA 92702 All other terms and conditions remain unchanged. Authorized Representative 'iability 1r18urarive ---- vrrrr POLICY NUMBER: (25) 736©-03-97 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Wrth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Constellation Software, Inc. Endorsement Effective Date: 09-27-2025 to 09-27-2026 SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS FOR WHICH. YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO WAIVE YOUR RIGHTS OF RECOVERY YOU WOULD OTHERWISE HAVE AGAINST SUCH PERSONS OR ORGANIZATIONS FOR "LOSS" TO WHICH THIS INSURANCE APPLIES. Information required to complete this Schedule if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 441013 @ Insurance Services Office, Inc., 2011 Page 1 of 1 C H U B B° Policy Conditions Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 WUC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Da to Issued OCTOBER 13,2025 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS The following changes are made as respects exposures in the state of Iowa. Under Conditions,the provisions titled Cancellation and When We Do Not Renew are deleted and replaced by the following: Conditions Cancellation A. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. B, We may cancel this policy by mailing or delivering to the first named insured and any loss payee advance written notice of cancellation at least: 1, 30 days before the effective date of cancellation if we cancel due to loss of reinsurance,subject to subparagraph D.f.;or 2. 10 days before the effective date of cancellation if we cancel for any other reason. C. Cancellation of policies in effect for less than 60 days. If this policy is a new policy and has been in effect for less than 60 days we may cancel for: 1, loss of reinsurance,subject to subparagraph D.6.;or 2. any other reason. Policy Conditions Iowa Mandatory—Cancellation And Nonrenewal continued Form 80-02.9766(Ed.8•04) Endorsement Pape 1 +Condffions Cancellation D. Cancellation of policies in effect for bQ drays or more. (continued) If this policy has been in effect for 60 days or more or if this policy is a renewal of a policy we issued,we may cancel only for one or more of the following reasons: 1. nonpayment of premium; 2. misrepresentation or fraud made by or with your knowledge in obtaining the policy, when renewing the policy,or in presenting a claim under the policy; 3. acts or omissions by you that substantially change or increase the risk insured; 4. determination by the commissioner that the continuation of the policy will.jeopardize our solvency or would place us in violation of the insurance laws of this or any other state; S. you have acted in a manner which you knew or should have known was in violation or breach of a policy term or condition;or b, loss of reinsurance which provides coverage to us for a significant portion of the underlying risk insured,but only if the commissioner determines that such cancellation is justified. E. We will mail or deliver our notice to the first named inswred's and any loss payee's last mailing address known to w&Notice of cancellation will state the specific reasons for cancellation. F. Notice of cancellation will state the effective date of cancellation.The policy period will end on that date. G. If this policy is canceled,we will send the fast named inured any premium refund due.If we cancel,the refund will be pro rats. If the first named insured cancels,the refund may be less than pro rata.The cancellation will be effective even if we have not made or offered a refund. H. If notice of cancellation is mailed,a post office department certificate of mailing is proof of receipt of the notice. If cancellation is for nonpayment of premium,a certificate of mailing is not required. Nonrenewal If we decide not to renew this policy,we will mail or deliver written notice of nonrenewal to the first named insured and any loss payee at least 45 days before the expiration date. We will mail or deliver our notice to the first named insured's and any loss payee's last mailing address known to us.If notice is mailed,a post office department certificate of mailing is proof of receipt of the notice. All other terms and conditions remain unchanged Authorized Representative _D7 Policy conditions Iowa Mandatory—Cancellation And IVonrsnewal last page Form 80-02-6766(Ed.8-04) Endorsement Page 2 C H U B Bm Liability Insurance Endorsement Policy Period SEPTEMBER 27,2025 TO SEPTEMBER 27,2026 Effective Date SEPTEMBER 27,2025 Policy Number 9950-48-39 WUC Insured CONSTELLATION SOFTWARE,INC. Name of Company FEDERAL INSURANCE COMPANY Da to Issued OCTOBER 13,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Conditions,Transfer Or Waiver Of Rights Recovery Against Others,the following provision is added. Conditions Trans of Waiver of Rights of Recovery Against Others However,we waive any right of recovery we may have against the designated person or organization shown below because of payments we make for injury or damage arising out of your ongoing operations or done under a contract with that person or organization and included in the products-completed operations hazard.This waiver applies to the designated person or organization. Designated Person or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH WAIVER AS IS AFFORDED BY THIS ENDORSEMENT. All other terms and conditions remain unchanged. Auttrorized Representative �c �a�t� � i L"ity Insurance COND-WAIVER OF TRANSFER OF RIGHT OF RECOVERY last gage Form 84-02-2373(Ed.4-94) Endorsement Page I Workers'Compensation and Employers'Llablllty Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number.(26)7176-43-42 Policy Period Effective Data of Endorsement 09-27-2025 TO 09-272026 09-27-2025 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the data issued unless otherwise stated. EARLIER NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US A. Under Condition D.Cancellation of Part Six, the time period is amended as follows: We may Cancel this policy by mailing or delivering to you written notice of cancellation at least: 1. 10 days before the effective date of cancellation if we cancel far non-payment of premium; or 2. 90 days before the effective date of Cancellation if we cancel for any other reason. B. Under Part Six-Conditions of the policy,the following is added: Notice of Nonrenewal When we do not renew this policy,we will mail or deliver to you written notice of the nonrenewal at Least 90 days before the expiration date. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. State Exceptions Califomia Not Applicable Authorized Representative WC 99 08 45(Ed.6-11) Workers'Compensation and Employers'Llablllty Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE,INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number.(26)7176-43-42 Policy Period Effective Date of Endorsement M27-2025 TO 09-27 2026 05-27-2025 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise slated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover Our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or Organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT,TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications.According to Section 287.150(6)of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Aot{K.S.A.. 16-1801 through 16-1807 and any amendments thereto] and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent WC 00 03 13(11105) 0 Copyright 1963-2017 National Council on Compensation Insurance,Inc.All Rights Reserved.