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HomeMy WebLinkAboutMANAGEMENT DATA, INC. (MDI)INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES 2IzI I2oL5 CITY CLERK DATE: JUN 0 3 2024 La. ^"e" SOFTWARE LICENSE AGREEMENT N-2024-176 This agreement, effective as of April 17, 2024, hereinafter referred to as "effective date," is made and entered into between Management Data, Inc, an Alabama corporation, whose address is 1200 Corporate Drive, Suite 210, Birmingham, AL 35242, hereinafter referred to as "MDI", and City of Santa Ana, a California municipal corporation and Charter City located in Santa Ana, California, hereinafter referred to as "City" or "Licensee." MIDI and Licensee may collectively be referred to as "parties" and individually referred to as "parry." SECTION ONE RECITALS AND GRANT OF LICENSE AND LEASE FOR USERS a. City previously entered into Agreement #N-2022-138, attached hereto as Exhibit A, with JDI Data Corporation ("JDI") to provide a license to and use of the CTrax software system for the purpose of certificate of insurance management. b. On February 18, 2023, JDI filed a Chapter 11 bankruptcy petition with the United States Bankruptcy Court for the Southern District of Florida, Case No. 23-11322- BKC-SMG. c. A Trustee was appointed by the Court whom made the determination for JDI to sell off its assets, including the aforementioned CTrax software system. Sale of the assets was completed on August 30, 2023. MDI was granted the right to and purchased the assets. Assignment of the Assigned Contracts to the Buyer constituted a legal, valid, and effective transfer of each such Assigned Contract. Agreement #N-2022-138 terminated by operation of its own term on May 18, 2023. Neither JDI nor the City entered into any amendment or extension of the Agreement. However, services and access to the CTrax system remained uninterrupted after the termination date. Parties to this Agreement agree to enter into a short-term agreement, reflective of the terms from Agreement #N-2023-138, to allow for continuation and conclusion of CTrax services. City shall compensate MDI for services since the May 19, 2023 through the defined termination date, detailed in Section Three, below. f. MDI grants Licensee a nontransferable, nonexclusive, limited end user license and lease to use the Software identified herein, subject to the conditions of this agreement. g. Legal title to the Software and Software documentation provided under this agreement shall remain in MDI's possession as its sole property subject to Licensee's rights specified in this agreement. Page 1 of 8 h. The Software and Software documentation are provided with restricted use. Use, duplication, or disclosure by the Licensee is subject to restrictions as set forth by MIDI, as applicable. SECTION TWO USE OF SYSTEM a. The parties agree that the Software described or identified herein is proprietary to MDI. Licensee agrees that the Software and all related data, whether oral or written, and furnished by under this agreement constitute a valuable asset and trade secret of MIDI and are provided for Licensee's exclusive use for the purposes of this agreement and must be held in confidence. b. This agreement shall be limited to the use of the Licensee for purposes of certificate of insurance management for its organization and clients only. Any and all other uses which the Licensee desires to make of said Software must be approved in writing by MDI. Any analysis or programming cost shall be at an additional fee to be negotiated by and between the parties hereto. c. Licensee covenants and agrees not to duplicate or disclose any information provided relative to the Software in whole or in part, or for the use of others, and to protect such information in the same fashion as it protects its own proprietary or confidential information. Licensee will not remove any designation mark from any supplied materials that identifies such materials as belonging to or developed by MDI. SECTION THREE TERM This agreement shall commence on April 17, 2024, and continue through May 18, 2024, unless terminated earlier in accordance with any applicable provisions described herein. SECTION FOUR TERMS OF PAYMENT Licensee will compensate MIDI for use of the CTrax system since the expiration of Agreement #N-2022-138, on May 18, 2023. b. The total amount to be expended for services since the expiration of Agreement #N- 2022-138, and for services for the remainder of the term defined in Section Three, above, shall not exceed $5,380.00. SECTION FIVE PROPRIETARY RIGHTS WARRANTY AND INDEMNITY MIDI shall defend or settle, at its own expense, any claim, cause of action or proceeding brought against Licensee that is based on a claim that the use of the Software infringes or violates any patent, copyright, trade secret or other proprietary Page 2of8 right. MDI shall indemnify and hold Licensee harmless against all damages, judgments, and attorneys' fees arising out of the foregoing, provided that Licensee gives MDI prompt written notice of such claim. If a claim is made that the use of the Software infringes or violates any patent, copyright, trade secret or other proprietary right, MDI shall either procure for Licensee the right to continue using the Software, modify the Software to make it non -infringing but continue to meet the specifications therefore, or replace the Software with non -infringing or violating software of like functionality that meets the specifications for the Software. SECTION SIX CONFIDENTIALITY The parties acknowledge that each has read and considered the provisions of this Agreement, which same are necessary for the reasonable and proper protection of each other's contacts and business relationships, and that such covenants are reasonable in respect to the subject matter and length of time. MIDI agrees to hold confidential and not disclose, and will cause its employees, officers, directors, affiliates and any persons it shall cause to assist it in providing services related to MDI's work to hold confidential and not disclose, the contents of this agreement or confidential information acquired as a result of this agreement except to the extent that such disclosure (a) has been consented to by the Licensee in writing or (b) is required by law, regulation, supervisory authority or other applicable judicial or governmental order. Any recipient of that material shall exercise reasonable and appropriate care with regard to the storage, custody, and/or use of that material in order to ensure that its confidential nature is maintained. c. The parties acknowledge that damages at law would not be measurable, or may not provide an adequate remedy for a breach of this agreement, and therefore, the parties consent to the entry by any court of competent jurisdiction (subject to the terms set forth herein below) of an order enjoining either from violating the terms hereof. The parties further acknowledge that such relief shall include the entry of a temporary restraining order until a hearing on the merits of the breach of the agreement can be held, and that neither party is entitled to notice of the application for such restraining order. SECTION SEVEN WARRANTY MDI warrants that the Software will perform in accordance with the user's manual for the version of the Software issued to the Licensee hereunder. Page 3 of 8 b. MDI warrants that there is nothing in the Software program that will prevent or block Licensee from freely downloading or transferring data to another software system in the event Licensee elects to discontinue the use of the Software. c. MIDI does not warrant that the Software will be compatible with any other software system Licensee may elect to use. d. MIDI, at its expense, will correct any defects in the Software which do not constitute new development. e. MIDI shall be relieved of any and all obligations with respect to paragraph a. of this section for any portions of the Software that are revised, changed, modified, or maintained by anyone other than MDI. MIDI makes no other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. SECTION EIGHT INSURANCE MDI shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to the Licensee. The cost of such insurance shall be borne by the MIDI. a. Minimum scope and coverage- Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 00 01) covering CGL on an `occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. If MIDI maintains broader coverage and/or higher limits than the minimums shown above, the Licensee requires and shall be entitled to the broader coverage and/or the higher limits maintained by MDI. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Licensee. c. Self -insured Retentions- Self -insured retentions must be declared to and approved by the Licensee. The Licensee may require MDI to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Licensee. Page 4 of 8 d. Other Insurance Provisions- The insurance policies are to contain, or be endorsed to contain, the following provisions: 1) Additional Insured Status -The Licensee, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the MIDI including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to MDI's insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2) Primary Coverage- For any claims related to this contract, MDI's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Licensee, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Licensee, its officers, officials, employees, or volunteers shall be excess of the MDI's insurance and shall not contribute with it. 3) Notice of Cancellation- Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Licensee. 4) Acceptability of Insurers- Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Licensee. 5) Verification of Coverage- MIDI shall furnish the Licensee with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Licensee before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive MDI's obligation to provide them. The Licensee reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 6) Waiver of Subrogation- MIDI hereby grants to Licensee a waiver of any right to subrogation which any insurer of MIDI may acquire against the Licensee by virtue of the payment of any loss under such insurance. MIDI agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Licensee has received a waiver of subrogation endorsement from the insurer. 7) Special Risks or Circumstances- Licensee reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 5 of 8 SECTION NINE TERMINATION a. MIDI will provide a backup of any data stored in a CSV file format. b. If assistance is required with migrating data to another system, this will be a billable event and will be billed on a time and materials basis using MIDI published billing rate. SECTION TEN DEFAULT a. On any such termination by MIDI, Licensee agrees to pay any sums due to MIDI under section 4 of this agreement and for any work done at Licensee's expense, or for any unauthorized usage. SECTION ELEVEN TECHNOLOGICAL ADVANCES a. Licensee agrees that MIDI shall have the right to free and unencumbered use, sale, or license of any technological advancements developed or acquired by MIDI in the performance of any services rendered by MIDI to the Licensee in connection with this agreement. b. MIDI agrees that Licensee will have an unencumbered right to utilize improvements made on the Software. SECTION TWELVE GOVERNING LAW This agreement shall be construed and the legal relation between the parties determined in accordance with the laws of the State of California. SECTION THIRTEEN WAIVER The waiver, modification, or failure to insist by MIDI on any conditions shall not void, waive, or modify any of the other terms or conditions nor be construed as a waiver or relinquishment of MDI's right to performance of any such term or terms. SECTION FOURTEEN ASSIGNMENT This agreement shall be binding on and shall inure solely to the benefit of the parties and their respective successors, and permitted assignees, and not for the benefit of any other person or legal entity. Licensee, however, shall not assign this agreement or any rights or obligations under the agreement without first obtaining the prior written consent of MIDI. Such consent shall not be unreasonably withheld. Page 6 of 8 SECTION FIFTEEN RELATIONSHIP OF PARTIES Each party is an independent contractor and not an agent or partner of, or joint venturer with, the other party for any purpose, and neither party by virtue of this agreement shall have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party. SECTION SIXTEEN DELAYS Neither party shall be liable or deemed in default for any delay or failure in performance of this agreement resulting directly or indirectly from any cause completely, solely, and exclusively beyond the control of that party. SECTION SEVENTEEN SEVERABILITY If any provision or part of this agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect. SECTION EIGHTEEN LIMITATION ON ACTION Any action under this agreement, regardless of the form, whether in agreement, negligence, or tort, must: a. Be brought within two (2) years after such cause of action has arisen; and b. Have been preceded by written notice to the other party, thirty (30) days prior to the party's intent to sue, if the breach of this agreement is not corrected; and c. Said written notice must be by certified mail and regular mail. SECTION NINETEEN ENTIRE AGREEMENT AND ACKNOWLEDGMENT The parties acknowledge that this agreement has been read and understood, represents the entire agreement and understanding of the parties, and supersedes all prior agreements, communications, or understandings, whether oral or written. SECTION TWENTY NOTICES All notices required by or related to this agreement shall be in writing and sent to the parties at the addresses below by any means that will require a written acknowledgment of receipt by the receiving party. Page 7 of 8 N-2024-176 SECTION TWENTY-ONE DISCRIMINATION MIDI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this License Agreement. MDI affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. SECTION TWENTY-TWO SECTION HEADINGS The section headings contained in this agreement are inserted only as a matter of convenience and reference and in no way define, limit, or describe the scope or intent of this agreement and do not in any way affect its provisions. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Jonathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: Lori Schnaider Acting Executive Director, Human Resources Department CITY OF SANTA AN ct� 11� ALVARO NUNEZ Acting City Manager MANAGEMENT DATA, INC. J, '/' "/�/' By: Joshua E. Bayless Title: Director of Sales Page 8 of 8 04/30/24 INSURANCE ON FILE WORT( MAY PROCEED UNTIL INSURANCE EXPIRES O 1. 31 • Z61S , CLERK OF COUNCIL DATE; EXHIBIT A N-2022-138 MAY 1 9 2022 CTRAX SOFTWARE LICENSE AGREEMENT ,A02 �" ��cs �k This agreement, effective as of the date signed by both parties, hereinafter referred to as "effective date," is made and entered into between, JDI Data Corporation, whose address is 100 W. Cypress Creek Rd., Suite 1052, Ft. Lauderdale, FL 33309, hereinafter referred to as "JDI", and City of Santa Ana, a California municipal corporation and Charter City located in Santa Ana, California, hereinafter referred to as "Licensee." JDI and Licensee may collectively be referred to as "parties" and individually referred to as "party." SECTION ONE GRANT OF LICENSE AND LEASE FOR USERS a. JDI grants Licensee a nontransferable, nonexclusive, limited end user license and lease to use the Software identified herein, subject to the conditions of this agreement. b. Legal title to the Software and Software documentation provided under this agreement shall remain in JDI's possession as its sole property subject to Licensee's rights specified in this agreement. c. The Software and Software documentation are provided with restricted use. Use, duplication, or disclosure by the Licensee is subject to restrictions as set forth by JDI, as applicable. SECTION TWO USE OF SYSTEM a. The parties agree that the Software described or identified herein is proprietary to JDI. Licensee agrees that the Software and all related data, whether oral or written, and furnished by JDI under this agreement constitute a valuable asset and trade secret of JDI and are provided for Licensee's exclusive use for the purposes of this agreement and must be held in confidence. b. This agreement shall be limited to the use of the Licensee for purposes of certificate of insurance management for its organization and clients only. Any and all other uses which the Licensee desires to make of said Software must be approved in writing by JDI. Any analysis or programming cost shall be at an additional fee to be negotiated by and between the parties hereto. c. Licensee covenants and agrees not to duplicate or disclose any information provided relative to the Software in whole or In part, or for the use of others, and to protect such information in the same fashion as it protects its own proprietary or confidential information. Licensee will not remove any designation mark from any supplied materials that identifies such materials as belonging to or developed by JDI. SECTION THREE TERM This agreement is for a one (1) year period. Associated fees are usage -based as described in Section Four. SECTION FOUR TERMS OF PAYMj T a. Licensee will pay JDI a Compliance Record Credit of $10.00 per Active Compliance Record for each period of 365 days the Compliance Record is active. b. An Active Compliance Record Is defined as a unique combination of an Insured with a Risk Profile where the compliance process has been activated. c. The Compliance Record Credit will apply to all actions (automated or otherwise) and document uploads for a period of 305 days from the date the Compliance Record was activated. d. If the Compliance Record remains active 366 days from the date it was activated, a cost of $10.00 will be applied that will cover the next 365 days of activity. This process will repeat as long as the Compliance Record remains active. e. Licensee will pay Jpl $10 each for 900 Compliance Record Credits upon execution of this agreement. These credits will be applied as the Licensee creates active Compliance Records. f. Licensee will pay JDI $750 for onboarding for the first year of this License Agreement. g. Licensee will be Invoiced monthly. The Invoice will show the number of credits remaining. No additional fees will be due until the prepaid credits listed in section 4-e have been exhausted. h. Unless otherwise stated, all prices are exclusive of state and local use, sale, and similar taxes. Any applicable taxes will be paid by Licensee. Taxes will appear as separate additional Items on JDI's Invoices unless Licensee provides JDI with a valid tax exemption certificate acceptable to the taxing authorities. 1. Licensee will be provided with unlimited user licenses during the duration of this agreement. j. The compensation approved for the term of this Agreement will not exceed twelve thousand ($12,000.00) dollars, SECTION FIVE PROPRIETARY RIGHTS WARRANTY AND INDEMNITY a. JDI shall defend or settle, at its own expense, any claim, cause of action or proceeding brought against Licensee that is based on a claim that the use of the Software infringes or violates any patent, copyright, trade secret or other proprietary right. JDI shall indemnify and hold Licensee harmless against all damages, judgments, and attorneys' fees arising out of the foregoing, provided that Licensee gives JDI prompt written notice of such claim. b, If a claim is made that the use of the Software Infringes or violates any patent, copyright, trade secret or other proprietary right, JDI shall either procure for Licensee the right to continue using the Software, modify the Software to make it non -infringing but continue to meet the specifications therefore, or replace the Software with non -Infringing -or violating software of like functionality that meets the specifications for the Software, SECTION SIX CONFIDENTIALITY a. The parties acknowledge that each has read and considered the provisions of this Agreement, which same are necessary for the reasonable and proper protection of each other's contacts and business relationships, and that such covenants are reasonable in respect to the subject matter and length of time. b. JDI agrees to hold confidential and not disclose, and will cause its employees, officers, directors, affiliates and any persons it shall cause to assist It in providing services related to JDI's work to hold confidential and not disclose, the contents of this agreement or confidential Information acquired as a result of this agreement except to the extent that such disclosure (a) has been consented to by the Licensee in writing or (b) is required by law, regulation, supervisory authority or other applicable judicial or governmental order. Any recipient of that material shall exercise reasonable and appropriate care with regard to the storage, custody, and/or use of that material in order to ensure that its confidential nature Is maintained. c, The parties acknowledge that damages at law would not be measurable, or may not provide an adequate remedy for a breach of this agreement, and therefore, the parties consent to the entry by any court of competent jurisdiction (subject to the terms set forth herein below) of an order enjoining either from violating the terms hereof. The parties further acknowledge that such relief shall Include the entry of a temporary restraining order until a hearing on the merits of the breach of the agreement can be held, and that neither party Is entitled to notice of the application for such restraining order, SECTION SEVEN WARRANTY a. JDI warrants that the Software will perform in accordance with the user's manual for the version of the Software issued to the Licensee hereunder. b. JDI warrants that there is nothing in the Software program that will prevent or block Licensee from freely downloading or transferring data to another software system in the event Licensee elects to discontinue the use of the Software. c. JDI does not warrant that the Software will be compatible with any other software system Licensee may elect to use, d. JDI, at its expense, will correct any defects In the Software which do not constitute new development. e. JDI shall be relieved of anyand all obligations with respect to paragraph a. of this section for any portions of the Software that are revised, changed, modified, or maintained by anyone other than JDI. f. JDI makes no other warranties, express or implied, including, but not limited to, the Implied warranties of merchantability and fitness for a particular purpose, SECTION EIGHT INSURANCE JDI shall procure and maintain for the duration of the contract Insurance against claims for injuries to persons or damages to property which may arise from or In con nectlon with products and materials supplleto the City. The cost of such insurance shall be borne by the JDI. a. Minimum scope and coverage- Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 00 01) covering CGL on an "occurrence" basis, including products and completed operations, properly damage, bodily injury and personal & advertising injury with limits no less than 1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. If JDI maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entltled to the broader coverage and/or the higher limits maintained by JDI, Any available Insurance proceeds in excess of the specified minimum limits of Insurance and coverage shall be available to the City. c. Self -insured Retentions- Self -insured retentions must be declared to and approved by the City. The City may require JDI to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. d. Other Insurance Provisions- The Insurance policies are to contain, or be endorsed to contain, the following provisions: 1) Additional Insured Status -The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the JDI including materials, parts, or equipment furnished In connection with such work or operations. General liability coverage can be provided in the form of an endorsement to JDI's insurance at least as broad as ISO Form CG 2010 11 85 or if not available, through the addition of 4 both CG 20 10, CC 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition Is used). 2) primary Coverage- For any claims related to this contract, JDI's Insurance coverage shall be primary insurance coverage at least as broad as 180 CG 20 01 0413 as respects the City, Its officers, officials, employees, and volunteers, Any Insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the JDI's Insurance and shall not contribute with it. 3) Notice of Cancellation- Each Insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4) Aoceptabitlty of Insurers- Insurance is to be placed with Insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 5) Verification of Coverage- JDI shall furnish the City with original Certificates of insurance Including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive JDI's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 6) Waiver of Subrogation- JDI hereby grants to City a waiver of any right to subrogation which any Insurer of JDI may acquire against the City by virtue of the payment of any loss under such insurance. JDI agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the Insurer. 7) Special Risks or Circumstances. City reserves the right to modify these requirements at anytime, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. SECTION NINE TERMINATION a. JDI will provide a backup of any data stored in a CSV file format. b. If assistance is required with migrating data to another system, this will be a billable event and will be billed on a time and materials basis using JDI published billing rate. SECTION TEN DEFAULT a. Either party has the right to terminate this agreement and any license granted upon ninety (90) days written notice to the other party for no cause. b, On any such termination by JDI, Licensee agrees to pay any sums due to JDI under section 4 of this agreement and for any work done at Licensee's expense, or for any unauthorized usage, SECTION ELEVEN TECHNOLOGICAL ADVANCES a. Licensee agrees that JDI shall have the right to free and unencumbered use, sale, or license of any technological advancements developed or acquired by JDI in the performance of any services rendered by JDl to the Licensee in connection with this agreement. b. JDI agrees that Licensee will have an unencumbered right to utilize improvements made on the Software. SECTION TWELVE GOVERNING LAW This agreement shall be construed and the legal relation between the parties determined In accordance with the laws of the State of California. SECTION THIRTEEN WAIVER The waiver, modification, or failure to insist by JDI on any conditions shall not void, waive, or modify any of the other terms or conditions nor be construed as a waiver or relinquishment of JDI's right to performance of any such term or terms. SECTION FOURTCI=N ASSIGNMENT This agreement shall be binding on and shall inure solely to the benefit of the parties and their respective successors, and permitted assignees, and not for the benefit of any other person or legal entity, Licensee, however, shall not assign this agreement or any rights or obligations under the agreement without first obtaining the prior written consent of JDI. Such consent shall -not be unreasonably withhold. SECTION FIFTEEN RELATIONSHIP OF PARTIES Each party is an independent contractor and not an agent or partner of, or joint venturer with, the other party for any purpose, and neither party by virtue of this agreement shall have any right, power, or authority to act or create any obligation, expressed or Implied, on behalf of the other party. SECTION SIXTEEN DELAYS Neither party shall be liable or deemed In default for any delay or failure in performance of this agreement resulting directly or indirectly from any cause completely, solely, and exclusively beyond the control of that party, SECTION SEVENTEEN S9V, ERABILIT'Y If any provision or part of this agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect. SECTION EIGHTEEN LIMITATION ON ACTION Any action under this agreement, regardless of the form, whether in agreement, negligence, or tort, must: a. Be brought within two (2) years after such cause of action has arisen; and b. Have been preceded by written notice to the other party, thirty (30) days prior to the party's Intent to sue, If the breach of this agreement Is not corrected; and c. Said written notice must be by certified mail and regular mail. SECTION NINETEEN ENTIRE AGREEMENT AND ACKNOWLEDGMENT The parties acknowledge that this agreement has been read and understood, represents the entire agreement and understanding of the parties, and supersedes all prior agreements, communications, or understandings, whether oral or written. SECTION TWENTY 7 CES All notices required by or related to this agreement shall be in writing and sent to the parties at the addresses below by any means that will require a written acknowledgment of receipt by the receiving party. SECTION TWENTY-ONE A_MaMMINATION JDI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medial conditions, genetic Information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this License Agreement. JDI affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. SECTION HEADINGS The section headings contained In this agreement are inserted only as a matter of convenience and reference and In no way define, Ilmlt, or describe the scope or Intent of this agreement and do not In any way affect its provisions. IN WITNESS WHEREOF, each party has caused this agreement to be executed by Its authorized representative on the data(s) indicated below. [Signatures are on the next page] City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Kristine Ridge City Manager ATTEST: Gomez of Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By jakArLQ Laura A. Rossini Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: J on Motsick xecutive Director Human Resources Agency P JDI Data Corporation 100 W. Cypress Creek Rd. Suite 1052 Ft. Lauderdale, FL 33309 Matthew Francis Director of Business Development /r9Q�lBW �fGti1G/ By: MOO-FI-Wtl (May 13.20221149 EDTI MW 1�, 2022 Digitally signed by Samantha samarude M. mb— 16ig1 22,05 ' A� D® CERTIFICATE OF LIABILITY INSURA�(Ir bertI.go14.7w. °AT514/2022 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(les) 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 Cothrom Risk &Insurance Services 440 N Andrews Ave Fort Lauderdale FL 33301 CONTACT NAME: PHL NE . 954-3B8-21g1 a Nat E-MAIL ADDRESS: cerfificates@cothrom.com INSURE S APFORDINGCOVERAGE NAIC7 INSURER A: ACE Property And Casualty Insurance Company 20699 INSURED JDICATAAI JDI Data Corporation 100 W Cypress Creek Rd Ste 1052 INSURER B: Chubb Indemnity Insurance Company 12777 INSURER c: Ace American Insurance Company 22667 INSURER D: Federal Insurance Company 20281 Fort Lauderdale FL 33309 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 181935193.9 REVISION NUMRER- 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. ILTk TYPE OF INSURANCE ADDL MIND SUER MQ POLICYNUMBER POLICY EFF M DO POLICYEXP MMIDDIYYYY LIMITS A CI -AIMS -MADE FX I OCCUR Y Y D52792757 1/312022 1/31/2023 EACHOCCURRENCE $2,000,000 17MERCIALGENEMLLIABILffY O R NTED PREMISES Ea dercurr,nden $1,000,000 MED EXP (Any one person) S 10,000 PERSONAL B AOV INJURY 31,000,000 AGGREGATE LIMIT APPLIES PER: POLICY�EGT I LOC j GENERALAGGREGATE g4,00 0,000 GENL PRODUCTS-COMP/OP AGG 54,000,000 S OTHER: A AUTOMOMI LIABIUW 052792757 11312022 1/31/2023 COMBINED SINGLE LIMIT Ea .1danl S2,000,000 BODILY INJURY (Par parson) S ANYAUTO OWN(Per AUTOSED ONLY AUTOS SCHEDULED BODILY INJURY) am.Jdent S XAUTOS HIRED X NONN ONLY AUTOSS ONLYLY PROPERTY DAMAGE (Per PeraWtlenl $ UMSRELAUAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CIAIMS-MADE DEO I I RETENTIONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN 2271761180 IM12022 1/31/2023 X 5TA UTE ER E.L. EACH ACCIDENT $1,000.000 ANYPROPRIETORIPARTNEWEXECUTIVE OFFICEMMEMBEREXCLUDED? NIA E.L. DISEASE - EA EMPLOYEE $1,000,000 (MarMatory, In NH) If, , dascrisk under DESCRIPTION OF OPERATIONS belay E.L. DISEASE -POLICY LIMIT $1,000,000 C ❑ C Emom and recluse.. CnmelFiduciNarY HBhillly NeNvak 9eavity (Cyber) D52792836 826DO528 052792836 1/31/2022 1/312022 1M2022 1131/2023 1/31/2023 1/3112023 ESO Limit Crime s FO UmiI Cyber Umll 3,000,D00 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 19I.AddKional Remarks Schedule, maybe aaached ifmme spacals inquired) City of Santa Ana, officers, agents, employees, and volunteers are included as an additional Insured under the general liability policy per form BOP-47675a (0716) pursuant to written agreement, subject to the terms and Conditions of the policy. The general liability policy is primary and any insurance carried by City shall be excess and noncontributory. A waiver of subrogation is provided in favor of the City of Santa Ana under the general liability per form BOP-47676a (0716) when required by written agreement, subject to the terms and Conditions of the policy. Certificate Holder is an additional insured under the auto liability policy subject to the terms and conditions of the policy. SHOULD ANY OF THE ABOVE DESCRIBE ed"e. THE EXPIRATION DATE THEREOF, N s City Of Santa Ana ACCORDANCE WITH THE POLICY PROVIS 20 Civic Center Plaza ` Box AUTHORIZEDREPRES Santa AnaaCA 92702 1 4itdar•! ©1988-2D15 ACORD CORPORATION. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD RenEwEO&APPRovBDBr. "�U RNk Mans gerrlen Supe� If this is an audit policy, then, subject to your full cooperation with us or our agent in securing the necessary data for audit, we will return any premium refund due within 90 days of the date cancellation takes effect. If our audit is not completed within this time limitation, then we shall accept your own audit, and any premium refund due shall be mailed within 10 working days of receipt of your audit. The cancellation will be effective even if we have not made or offered a refund. 3. The following is added to Paragraph A. Cancellation: 7. Cancellation For Policies In Effect For More Than 90 Days a. If this Policy has been in effect for more than 90 days, we may cancel this Policy only for one or more of the following reasons: (1) Nonpayment of premium; (2) The Policy was obtained by a material misstatement; (3) In the event of failure to comply, within 90 days after the effective date of coverage, with underwriting requirements established by us before the effective date of coverage; (4) There has been a substantial change in the risk covered by the Policy; (5) The cancellation is for all insureds under such policies for a given class of Insureds; (6) On the basis of property insurance claims that are the result of an act of God, if we can demonstrate, by claims frequency or otherwise, that you have failed to take action reasonably necessary as requested by us to prevent recurrence of damage to the insured property; (7) On the basis of a single property insurance claim which is the result of water damage, if we can demonstrate that you have failed to take action reasonably requested by us to prevent a future similar occurrence of damage to the insured property; or b. 120 days prio the Policy if residential stru (8) The cancellation of some or all of our policies Is necessary to protect the best Interests of the public or policyholders and such cancellation is approved by the Florida Office of Insurance Regulation. b. If we cancel this Policy for any of these reasons, we will mail or deliver to the first Named Insured written notice of cancellation, accompanied by the specific reasons for cancellation, at least: (1) 10 days before the effective date of cancellation If cancellation is for nonpayment of premium; or (2) 45 days before the effective date of cancellation if: (a) Cancellation is for one or more of the reasons stated in Paragraphs 7.a.(2) through 7a.(7) above and this Policy does not cover a residential structure or its contents; or (b) Cancellation is based on the reason stated in Paragraph 7.a.(8) above. (3) 120 days before the effective date of cancellation if: (a) Cancellation is for one or more of the reasons stated in Paragraphs 7.a.(2) through 7.a.(7) above; and (b) This Policy covers a residential structure or its contents. c. If this Policy has been in effect for more than 90 days and covers a residential structure or its contents, we may not cancel this Policy based on credit information available in public records. 4. The following paragraphs are added: M. Nonrenewal 1. If we decide not to renew this Policy, we will mail or deliver to the first Named Insured written notice of nonrenewal, accompanied by the specific reason for nonrenewal, at least: a. 45 days prior to the expiration of the Policy if this Policy does not cover a residential structure or its contents, or if nonrenev a is for the reason stated in Parag �,� RYkMoiyrnusOtrlion. t�.. a Rediwm6Mraovmar ,�:. Ruk Managemen[Supervlsa .. Page 4 of 6 © Insurance Services Office, Inc., 2015 BP 03 03 03 16 NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor JDI Corporation Name: Project N-2022-138 Number: Project CTRAX Software License 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. W771 TYPE OF INSURANCE GENERAL LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 2/6/2023 3:40 PM are: POLICY NUMBER I EXPDATEON ( COI DATE I FILE NAME D52792757 1 01/31/2024 I 01/30/2023 1 Certificate.l df CERTIFICATE OF LIABILITY INSURANCE DATE(MMMI12024 osrovzoz4 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(les) 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 endorsoment. A statement on this certificate does not confer noble to the certificate holder in lieu of such endorsementlst. Risk Services South, Inc. rvE, My signed anta GA Office rX N.): 0 Lenox Road NE qo E55: to 17GD _ onto GA 30326 USA Angie y Angie INBURER(S)AFFORDING COVERAGE NAICX LOU rtford Insurance Company of Illinois 38288 Claims, LLC suREa e: Hartford underwriters Insurance company 30104 0 Corporate Drive, Suite 210 Acevedo' mi ngham AL 3riv USA NSURER.: COVFRAGFB CERTIFICATE NUMBER: 570105386812 REVISION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL IN50 SUBR WVO POLICY NUMBER FOLIC OFF (POLICY P LICT E%P (MMIODMIYYI UMITS a Y Y 01 SBA AWOULX 02/21/2024 02/21/2025 EACHOCCURRENCE $1,000,000 CIAIMSMADE OCCUR 40MMERDIALOENERALUIRRITY REMEO PREMIGEG (Ea occurtenre( PREMISES $1,000,000 MED EXP(Anycne peraon) $10,000 PERSONALS AOV INJURY $1,000.000 GENLAGGREGATE LIMITAPPLIES PER GENERALAGGREGATE $2,000,00 X POLICY ❑ PRO- JECT LOC PRODUCTS-COMPILP AGO $2,000100 OTHER: If AUTOMOBILE LIABILITY 01 SBA AWOULX 02/21/2024 02/21/2025 COMBINED SINGLE LIMIT(Ea S1,000,000 BODILY INJURY( Per person) ANYAUTO BODILY INJURY (Per actldmO OWNED BCHEOUtED E AI ONLY AUTOS PROPERTY DAMAGE NON -OWNED x HREDA1nO9 % AUTOS ONLY ONLY (Per acGtleM) B X UMBRELLA wB X OCCUR 01 SBA AWOULX 02/21/2024 02/21/2025 EACH OCCURRENCE $4,000,000 EXCESS LAB OIAIMSMADE AGGREGATE $4,000,006 OEO F. RETENTION $10,000 A WORKERS COMPENSATION AND Y 01WECAK4GF9 02/21/2024 02/21/2025 X PER STATUTE oRH- EMPLOYERS' LIABILITY AN YPROPRIETORIPARTNER/ YIN ELEACHACCIDENT $1.000,00 E%ECURVE OFFICER/MEMBEq pearmare". NH) NIA E.L. DISEASE -EA EMPLOYEE $1,000,00 If a affee under DESCRIPTION or OPERATIONS below E- DISEASE -POLICY LIMIT $1,000,000 R Cyber Liability 01 SBA AWOULX 02/21/2024 02/21/2025 LIMIT $2,000,000 (Claims Made) DESCRIPTION OF OPERATION51 LOCATIONS I VEHICLES ACORD 101, Additional Remarim Schedule, may be reached if more space is marine) Certificate Holder is included as Additional Insured in accordance with the policy provisions of the General Liability policy. A Waiver of Subrogation is in favor of Certificate Holder in accordance wit the policy provisions of the General granted Liability and Workers' Compensation policies. CERTIFICATE HOLDER City of Santa Ana 20 Civic Center Plaza PO BOX 1988 Santa Ana CA 92702 USA CANCELLATION SHOULD ANY DF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS ©1988-2016 ACORD CORF ACORD 25 (2016103) The ACORD name and logo are registered marks of AGO or O DI timagervardDivislon RBmEwED•' APPR 1Vt3)BY' Risk Management Specialist AGENCY CUSTOMER ID: 570000087541 LOC * ' ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services south, Inc. NAMED INSURED MDI claims, LLC PGAGY NUMBER See Certificate Numbe 5701OS386812 CARRIER See Certificate Numbe 570105386812 I NAN, COBS EPFECRVEOATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liabil INSURER(S) AFFORDING COVERAGE I NAIC # II ADDITIONAL POLICIES If policy below does not include limit infomlation, refer to the corresponding policy on the ACORD certificate form for policy limits. WSR ADDL SURR POLICYNUMBER POLICY POLICY LIMITS LTR TYPE OF INSORANCE MSD NND EFFECTn'E E%W m DATE DATE (MNmDD/YYYY) OTHER B E&O - Professional Liabilit 01 SBA AWOULX 02/21/2024 02/21/2025 Lxmxr 81, 000,000 Primary (claims Made) SIR applies per policy toms & Condit ons ACORD 101 (200801) (]1008 The ACORD name and logo are registered marks of ACORD R1RkMoviganadD[wton RwEa,ED& APPRDI/BJ Br ®' A� Aewuca ® Risk Management SpedarD[ ACORD CERTIFICATE OF PROPERTY INSURANCE DATE (/W/OD/YYYY) OSO1/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER CONTPCL NAME. Aon Risk Services South, TnC. PHONE FPX Atlanta GA Office yuC. Re. hill (866) 283-7122 IBC. No : (800) 363-0105 3550 Lenox Road NE E`UNL Suite 1700 AOURE55: Atlanta GA 30326 USA PRODuceR 171100087541 cus7DMEa IDx INSURER(S) AFFORDING COVERAGE NAICA INSURED INSURER A: Travelers Casualty&Surety Co of America 31194 MDI Claims, LLC INSURER B: 1200 Corporate Drive, Suite 210 INSURERC: Birmingham AL 35242 USA INSURER D: NSURER E: INSURER F: C7n1nC1RAR11 LOCAVCNOF PREMISESI DE CMP"DN OF PROPERV IAIM1cb ACOPC 1OT Atltlltlonal Rema,Xs BCM1MuIeII more ipaza Is npuleetll 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 TYPE OF INSURANCE POLICYNUMBER POLICY EFFECTIVE DATE(MWDDIYYYY) POLICY EXPIRATION DATE (MMIDDIYYYYI COVERED PROPERTY LIMITS PROPERTY DEDUCTIBLES HOLDING PERBONALPROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BWJKETBUILDING BLANKET PERS PROP BLANKET SLOG a PP CAUSESOFLOSS BASIC BUILDING BROAD SPECIAL CONTENTS EARTHQUAKE WIND FLOOD INLAND MARINE OF LOBS NAMED PERILS TYPE OF POLICY CAUSES POLICY NUMBER A X CRIME TYPE OF POLICY Crime -Primary 107254603 SIR applies per policy terms & Condit 05/01/2024 Oars 05/01/2025 X EMPLOYEE THEFT StpORNor BOILER & MACHINERY EQUIPMENT BREAKDOWN SPECIALCONOTIONS I OTHER COVERAGES[ACOR0fill, Atltlibonal Remarks Schedule, may be abashed it more space is received) CERTIFICATE HOLDER city of Santa Ana 20 civic center Plaza Po Box 1988 Santa Ana CA 92702 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Von o %x C 1996-2016 ACORD CORP ACORD 2412016/03) The ACORD name and logo are registered marks of ACORD L `e a 9 5 M aG aD M O ci O n C Up IS 2 Is 2 W Q U r BE BE w U A"Ro:ED By. ReAEWFn6APPRov®Br. QI; is Risk Management Specialist THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE. HARTFORD BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such vendor's premises in connection with the sale of the product; Form SL 30 32 06 21 toY4rYlimIrm:FTiifey, 9� � BhIlMomgona�E RE%Ae&ED�SMPRialADBP. peuast�RokManagement5w Of (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; (b) In the performance of your ongoing operations performed by you or on your behalf; or (c) In connection with "your work" and included within the "products -completed operations hazard", but only if: (1) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other w hiring, employment, training or monitoring of others by an insured, if Form SL 30 32 06 21 © 2021, The Hartford Rhle Movgomtt 17Gislart RenEwm&A"Rov D8r °! A*fe "44 __M�XW Risk Management Specialist (May include copyrighted material of Insurance Services Office, Inc., with its permission) (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HAR7FORD damage", or "personal and advertising injury' arises out of the rendering of or the failure to render any professional service. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1) Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury', "property damage' or "personal and advertising injury' arising out of operations performed for the federal government, state or municipality; or (b) 'Bodily injury' or "property damage' included within the "products -completed operations hazard". If. Any Other Party (1) Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury', 'property damage' or 'personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations performed by you or on your behalf; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the 'products -completed operations hazard", but only if: (i) The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for 'bodily injury' or 'property damage' included within the "products -completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the 'bodily injury", 'property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 30 32 06 21 © 2021, The Hartford RkkMw.Vw tDM9m sr' REVIEWM&APPRW Br. � A-juA�w4. � Risk Managemen[Spetlalist (May include copyrighted material of Insurance Services Office, Inc., with its permission)