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HomeMy WebLinkAboutTRITECH SOFTWARE SYSTEMS (2)Doj�WFMMIIF NV f M f J!tB794-4DC6-9A6A-4051 CFA24F7A WORK MAY NOT PROCEED CITY CLERK DATE: NOV 17 Z6Z3 A-2023-197 l7: PO (1) FIRST AMENDMENT TO SYSTEM PURCHASE AND SUPPORT AGREEMENT AND C6• DNm^)^"r TRITECH SOFTWARE SUPPORT TERMS BETWEEN THE CITY OF SANTA ANA AND TRITECH SOFTWARE SYSTEMS THIS FIRST AMENDMENT to the above -referenced agreement is entered into on November 7, 2023, by and between Tritech Software Systems, and City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. WHEREAS, City and TriTech entered into Agreement #A-2015-252 (Agreement), dated December 21, 2015 wherein TriTech agreed to provide an integrated Computer System (System) consisting of a Computer -Aided Dispatch System (Inform CAD); Mobile Data System (Inform Mobile); Records Management System (Inform RMS); and Field -Based Reporting System (Inform FBR), including applicable Interfaces, software, equipment and services, and ongoing annual software support (Project) to City. B. WHEREAS, The System was to provide specific functionality. One of these was the ability to submit accurate crime statistics to the California Department of Justice (Cal DOJ) and the Federal Bureau of Investigation (FBI). Efforts are still underway to achieve this and additional time is needed to complete this integral part of the Project. This functionality is required for the Project to complete the final milestone, RMS Subsystem Acceptance, and for the milestone's related payment be issued; C. WHEREAS, The System was to include a software interface between the Client's parking citation vendor and InfonnRMS. Efforts are still underway to implement this and additional time is needed to complete this part of the Project; D. WHEREAS, The System was to include a software interface between the Client's jail management system and InformRMS for importing Master Name records and related images. Efforts are still underway to implement this and additional time is needed to complete this part of the Project; E. WHEREAS, A Change Order was enacted within the Project to transition the System to new, updated computer servers. This is still a work in progress and additional time is needed to complete this part of the Project; F. WHEREAS, When the Agreement was originally submitted to the Santa Ana City Council for approval, the accompanying Request For Council Approval stated that this was to be an eight (8) year agreement. However, additional time is needed to complete the Project; and DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4061CFA24F7A G. WHEREAS, Addendum E of the Agreement titled Tritech Software Support Systems currently references five (5) annual renewal terms for software support services. The parties wish to extend this to add three (3) additional years for a total of eight (8) annual renewal terms. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment, THE PARTIES THEREFORE AGREE: 1. Section 3.1 of Addendum E, "Support Fee(s)", is hereby amended to add the following: "The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the parties and approved by Council so long as the extensions do not exceed the not to exceed amount authorized by the System Purchase and Support Agreement." Attachment "A" is a true and correct copy of the amendment to Section 3.1 of Addendum E. 2. Exhibit A of Addendum E is hereby amended to add the following: "The cost of any additional renewals will be consistent with Section 3.2 of Addendum E, but will not exceed the not to exceed amount authorized by the System Purchase and Support Agreement." Attachment "A" is a true and correct copy of the amendment to Exhibit A of Addendum E. 3. Section 4.1, "Prices and Payment", is hereby amended to add the following: "The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the parties and approved by Council so long as the extensions do not exceed the not to exceed amount authorized by the System Purchase and Support Agreement." Attachment "A" is a true and correct copy of the amendment to Section 4.1. This First Amendment contains the entire agreement of the Parties with respect to the matters set forth herein and may only be changed by an agreement in writing signed by the Parties. Except as modified by this First Amendment, all other terms and provisions of the Agreement, as amended, remain in full force and affect. (Signatures on following page) DocuSign Envelope ID: EFE66E19-6794-4DC6-9MA-4051 CFA24F7A A-2023-197 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the date and year first above written. ATTEST: ��� APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: T RA BOGOSIAN Senior Assistant City Attorney TRITECH SOFTWARE SYSTEMS Toowsanaa ay: om, 9V,�, V, 9FIrlf3:idB156... Signature CITY OF SANTA ANA ,-- STEVEN A. MENDOZA Acting City Manager RECOMMENDED FOR APPROVAL: u j s ROBERT RODRIGUEZ Acting Chief of Police DocuSign Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A Attachment A (e) Addendum C (f) Addendum D (g) Addendum E (h) Addendum F 3.0 INTENTIONALLY DELETED 4.0 PRICES AND PAYMENT Subcontractor Warranty Support Maintenance Subcontractor License Agreements, if applicable Software Support Terms TriTech.com Subscription Service License and Use Terms 4.1 Unless otherwise stated herein, all dollar amounts contained in this Agreement are in U.S. dollars. The total amount of this Agreement shall not exceed $3,514,438.39, unless otherwise mutually agreed to in a change order signed by both parties. The Contract Price for the purchased and/or licensed items hereunder is $2,128,032.16, as more completely specified in Addendum A-2. Client shall pay the Contract Price without deduction or offset on the terms specified in Addendum A-2, pursuant to invoices issued by TriTech which shall be due net forty- five (45) days from date of invoice. The fees for annual software support and maintenance for years 2 through 6 shall be $1,311,598.38 (includes annual Source Code Escrow enrollment and specified annual subscription fees) as specified in Addendum E Software Support Terms. Ongoing annual subscription fees for TriTech.com IQ shall be $74,807.85, for years 2 through 6 as specified in Addendum F TriTech.com Subscription Service License and Use Terms. The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the parties and approved by Council so long as the extensions do not exceed the not to exceed amount authorized by the System Purchase and Support Agreement. 4.1.1 For each payment milestone identified in Addendum A-2, TriTech's Project Manager will provide the Client with a TCR for signature. The Client signed TCR will initiate TriTech's invoicing of the payment milestone. 4.1.2 The Contract Price for the Deliverables and Services defined in Addendum A-2 is based on a firm fixed price, subject to the following adjustments. In the event that Client in its sole discretion chooses to delay implementation of any Deliverable for more than six (6) months beyond the Go Live date set forth in the Project Schedule, and the then current pricing for such Deliverable(s) including applicable Services has increased since the date of execution of this Agreement, such then current pricing will apply. A change order for signature by both parties will be processed to adjust the Contract Price. 4.1.3 Fees for ongoing annual Software Support will be paid in accordance with Addendum E Software Support Terms. 4.1.4 The annual subscription fee for TriTech.com IQ will be paid in accordance with Addendum F TriTech.com Subscription Service License and Use Terms. 4.2 TriTech reserves the right not to deliver the purchased and/or licensed items, or any part thereof, until credit approval and/or lease approval (if applicable) has occurred Santa Ana System Purchase and Support Agreement Copyright© 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page 5 of 104 DocuSlgn Envelope ID: EFE66E19-B794-4DC6-9A6A-4051CFA24F7A Attachment A 2.3 Either party may terminate this Addendum upon written notice to the other party in the event that (i) the other party fails to comply with any material term or condition of this Addendum, provided that such failure has not been cured within thirty (30) days receipt of written notice of such failure; or (ii) the other party's business operations are disrupted or discontinued for more than thirty (30) days by reason of insolvency, bankruptcy, receivership or business termination; or (iii) written notice of termination for convenience is provided by Client to TriTech within ninety (90) days' prior to the end of the then current support term. 3.0 SUPPORT FEE(S) 3.1 Software Support fee(s) to be paid by Client for the initial term of this Addendum are established based on the software licenses purchased under the Agreement. The Software Support fee for the first annual renewal term, and subsequent five (5) annual renewal terms shall be the amount specified in Exhibit A hereto, subject to the adjustments as described in 3.2. If applicable, Software Support fees will be prorated based on the date of Subsystem Acceptance for the TriTech Software components and Interfaces. The parties agree the Software Support Term will be extended immediately for an additional three (3) one (1) year terms, and any additional renewal terms past the three (3) years, as needed, may be added upon written amendment signed by the parties and approved by Council so long as the extensions do not exceed the not to exceed amount authorized by the System Purchase and Support Agreement, 3.2 Unless otherwise terminated as provided herein, TriTech shall notify Client prior to the end of the initial support term of the Software Support fees for the first renewal term. Unless otherwise agreed in writing, Software Support fees shall be due on or before the commencement of each annual support term and are due for all TriTech Software applications and modules licensed to Client. Software Support fee for the first renewal term and all renewals thereafter shall be shall be subject to increase on an annual basis at a rate of 3%. Additional licenses purchased by Client during any annual support period will result in additional support fees which shall be prorated to be coterminous with Client's then current support period. 3.3 Software Support fees do not include reasonable travel, food or lodging expenses incurred by TriTech for support services provided at Client's site or other locations remote from TriTech's principal place of business. Such expenses shall be paid by Client on receipt of TriTech's invoice for such expenses. 3.4 If Client ceases to keep this Addendum in force, any resumption of such annual support shall be subject to payment by Client of all past unpaid Software Support fees in addition to the Software Support fee for the current support year. Payment of applicable fees for any additional services required to bring Client's system current, which fees shall be charged at TriTech's then current rates for such services, shall also be the responsibility of the Client. These services and fees must be approved by the Parties in advance of the services being delivered. Client acknowledges and agrees that the preceding clause is reasonable in light of the fact that the expenses incurred and resources devoted by TriTech to further development, enhancement and support of the TriTech Software must be spread over TriTech's client base and fairly shared by all TriTech Software users. 3.5 All amounts due and payable to TriTech hereunder shall, if not paid when due, bear a late charge equal to one and one-half percent (1-1/2 %) per month, or the highest rate permitted by law, whichever is less, from forty-five (45) days after their due date until paid. Santa Ana CopyrightO 2015 TriTech Software Systems Unpublished: Rights reserved under the copyright laws of the United States Page System Purchase and Support Agreement— Addendum F, 3of24 hL T N LLI Q LLLL H � o 00 � Wa D N CO Ci, r: Go rn I Lq m CV ((D ro N L uO � M 0 i- fH 4 co EA �D D� n D) CD w LO U) 0 m m CD o Co Coco LO co r m c n m ui ro Ch )n o 00 00 0) n r cm (D I�. 0 0 ` N o to r C9 w rn o � rn � co u"i `m L r 6 E U cv N NLO Ilj N w C j d O) o co C N U M N (V V a)O r m a Q % m w = m N U C N N � C m CL mE Q — T Cna4) O � a 4 c C U W U N a C N 2 G r U) a o N a w L o Ew*= w cc Y2 N N �N OC Q > E aEi �UCnc a boy w T n E> .10) ro rn a U a)UnY 3 Y m Cl) c Cn ?" . m m 0 u o ro w q rn u U q O O 0 � U W aroJ ooq. F a N '�1-J U •� ❑ '� 4� o O N w U q ti W y am o O ° q y o U a H b w a - co a' .n q pp � y U wo75 7 O °fL 0 O N q N w o t aS a cry A m ;3 p^ q U q N w 'b N 'oo vi m > U O m u U U rl `t' � Cn •g N � U N q p O U O 3 V a°i 0 O y o O O a) U O id A F a w O �+ C Nqq S Y. y ❑❑� cd F U NOTICE OF COMPLIANCE ('IVIIF "31"A1,1IPIHC IV.N]" IIN1111`~^i;0EA.N1DIV.N('11,4.D14 %h VII1IIIA0 ICE'E11V"IN111V"NIIC"1"0FIVIIIIII ('IIJ@FPl�]h"01, Ill IIIIV,("(1"@;;N("I1, Contractor CentralSquare Technologies, LLC Name: Project A-2015-252 Number: Project System Purchase And Support Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY NUMBER EXPIRATION COI FILE NAME DATE DATE ................................. certATL_City of AUTOMOBILE LIABILITY BA657835392313G 08/31/2024 09/06/2023 Santa Ana 5306760_15.pdf certATL_City of GENERAL LIABILITY H6306S75866000E23 08/31/2024 09/11/2023 Santa Ana 5306760_16.pdf 2023-24 COI_City of WORKERS Santa COMPENSATION AND UB6S78366823I3G 08/31/2024 09/06/2023 Ana_CentralSquare EMPLOYERS' LIABILITY Technologies, Supieron & TriTech.pdf O �® ACC�Z CERTIFICATE OF LIABILITY INSURANCE DATE IYYYY) �V 11/24/20254/2025 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 NAME' MARSH USA, LLC. PHONE FAX TWO ALLIANCE CENTER(A/C, No Ext : A/C, No): E-MAIL 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : The Charter Oak Fire Insurance Co. 25615 CN130114897-8/31-10m-25-26 INSURED CentralSquare Technologies, LLC INSURER B : Phoenix Insurance Company 25623 INSURER C : Travelers Property Casualty Company Of America 25674 Superion, LLC TriTech Software Systems INSURER D : Travelers Casualty And Surety Company 19038 1000 Business Center Dr. INSURER E : AIG Specialty Insurance Company 26883 Lake Mary, FL 32746 INSURER F : Indian Harbor Insurance Co. 36940 COVERAGES CERTIFICATE NUMBER: ATL-005306760-22 REVISION NUMBER: 13 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSD WVD POLICY NUMBER POLICY EFF MM/DDIYYYYI POLICY EXP iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X H-660-6S758660-COF-25 08/31/2025 08/31/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X� OCCUR RENTEDDAMAGE TO FIR SES Ea occurre... $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ JECT PRO ❑ LOC PRODUCTS - COMP/OPAGG $ 2,000,N000 $ OTHER: B AUTOMOBILE LIABILITY BA-6S783539-25-13-G 08/31/2025 08/31/2026 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTYDAMAGE Per accident)$ HIRED NON -OWNED X AUTOS ONLY L AUTOS ONLY C X UMBRELLALIAB OCCUR X CUP-6S801390-25-13 08/31/2025 08/31/2026 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ 10000 $ D WORKERS COMPENSATION EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N❑ (Mandatory in NH) NIA UB-6S783668-25-13-G 08/31/2025 08/31/2026 PER H- OT X STATUTE ER 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 E E&O/Cyber 01-232-82-99 08/31/2025 08/31/2026 SIR: $1,000,000 Limit. 5,000,000 F Excess E&O/Cyber MTE9043949 04 08/31/2025 08/31/2026 xs $5,000,000 5MM XS $5MM DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, its elected and appointed officials, officers, employees, agents, and successors are included as additional insured with respect to Tu Tran Digitally signed by liability arising out of the operations of the insured and to the extent provided by the policy language or endorsements issued or approved by the insurance Tu Tran Nguyen carrier. Umbrella is follow form of primary subject to policy terms, conditions and exclusions. 11 11 ozs.rz0' P ry 1 P Y Nguyen n:n:az-oa�oo� APPROVED By Tu Tran Nguyen at 11:11 am, Dec 10, 20251-1 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Risk Management Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza, 4th floor ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 69791 AUTHORIZED REPRESENTATIVE of Marsh USA LLC i © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: BA-GS783539-25-23-0 COMMERCIAL AUTO ISSUE DATE: 09-08-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SHORT TERM HIRED AUTO - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Additional Insured (Lessor): Any lessor of a "leased auto" under a leasing or rental agreement of less than 6 months. Designation Or Description Of "Leased Autos": Any "leased auto" under a leasing or rental agreement of less than 6 months. A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow for Covered Autos Liability Coverage. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor of such "leased auto". However. the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. Coverage for any "leased auto" described in the Schedule applies until the end of the policy period shown in the Declarations or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor, if your policy includes Hired Auto Physical Damage Coverage, for "lass" to a "leased auto". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. CA T4 52 42 16 @ 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes copyrig hted material of Insurance Services Office, Inc. with its permission. C. The lessor is not liable for payment of your premiums. D. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Page 2 of 2 Q 2015 The Travelers Indemnity Company. All rights reserved. CA T4 52 02 16 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: BA- 60783539-25-I3-G ISSUE DATE: 09-08-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal): SCHEDULE Number of Days Notice: 90 PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. Number of Days Notice: 90 B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T3 20 0519 Q 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Policy Number: BA - 6S783539-25-13-G COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 C 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of insurance Services Office, Inc. with its permission. Policy Number: H-660-6S768660-COF-26 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided and er the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury' caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contractor agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, Meld orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury' or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible. such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses: and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. The insurance provided to such additional (2) If a claim is made or "suit" is brought against insured does not apply to: the additional insured: CG D2 46 0419 0 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 0 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 0419 POLICY NUMBER: H-660-6875s66a-CO>• -25 ISSUE DATE: 09-08-25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NQNRENEWAL PROVIDED BY U5 This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: WHEN WE DO NOT RENEW (Nonrenewal); SCHEDULE Number of Days Notice: 90 PROVISIONS A. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. Number of Days Notice; 90 B. If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL 13 20 05 19 02019 The Travelers IndemnIty Company. Al rights reserved. Page 1 of 1 Policy Number: H-660-6S758660-COF-25 X61►,ILTA 14:T471:1W94ki14:73N,1:131NisA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY BARTFORD CT 06183 ENDORSEMENT WC 99 03 Al (00) POLICY NUMBER: vs-GS783668-25-=3-G NOTICE OF CANCELATION Colorado Revised Statute 8 44-110 requires all insurance carriers to give a 30 day notice of eancelation, except in the case af: Fraud; Material Misrepresentation; Nonpayment of Premium; Other reasons approved by the Commissioner of Insurance. DATE OF ISSUE: 09-09-25 STASSIGN: Page 1 of 1