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HomeMy WebLinkAboutVERITEXT, LLCINSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATF MAR 0 7 2029 0•,CPO(0) ( Su74nna S}.Clair) %e CONSULTANT AGREEMENT CITY OF SANTA ANA N-2025-051 THIS AGREEMENT is made and entered into on this 3rd day of March, 2025, by and between Veritext, LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of legal support services including court reporting, transcription and translation services 13. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the tern of this Agr including all labor, materials, tools, equipment, and incidental and adequately complete the services described and set forth incorporated by reference. 2. COMPENSATION eement, the tasks and obligations customary work required to fully in Exhibit A, attached hereto and a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $50,000. The rates identified in Exhibit A shall remain unchanged for the initial two-year term. Veritext reserves the right to modify these rates for the subsequent renewal terms. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 12 3. TERM This Agreement shall commence on the date first written above for a two I21Year term with the option for the City to grant up to a two (2) one I) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 14, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. WEENSIMIJ"t Win Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for 'injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE Commercial General Liability (CGL): Insurance Services Office Form CG 00 0leovering 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 and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2, Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no eiriployees and signs request to waive such insurance. Page 2 of 12 4. Professional Liability Insurance; with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom aclaim is made or snit is brought, except with respect to the insurer's limits of liability. 5, Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) clays prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Consultant 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. Page 3 of 12 Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than AXII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish 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 before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insures, coverage, or other special circumstances. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Page 4 of 12 INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 8, RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant tinder this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and ally other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant tinder this Agreement. a. CONFIDENTIALITY I£ Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement, The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 5 of 1.2 It. NON-DISCRIMINATION Consultant 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 trailer this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 12, EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Notwithstanding this section, Contractor shall have the right to subcontract with independent contractors to serve as translators, court reporters and videographers pursuant to this Agreement. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deerns appropriate. Page 6 of 12 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, faihrte, right or remedy. No waiver of any breach, failure or tight, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 7 of 12 With courtesy copies to: Sandra M. Flores, Chief Assistant City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6515 To Contractor: Veritext LLC Regional Vice President 707 Wilshire Blvd. Suite 3500 Los Angeles, CA 90017 Fax: 213- 652- 1801 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City ftilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [Signatures on the following page] Page 8 of 12 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 By: AN Sandra M. Flores Chief Assistant City Attorney FOR APPROVAL: Sandra M. Flores Chief Assistant City Attorney City Attorney's Office, Santa Ana CITY OF S A ANA zet� -a- Alvaro Nunez, City Manager CONSULTANT: -s- Ma' iew Spievak, VP of Operations for Veritext LLC Page 9 of 12 Page 10 of 12 I ranscrtpt services Original ♦ One Certified Transcript' $6.10 / page Expert/Medical/Technical/Video/Interpreter Surcharge $0.80/page Rough Transcript $2,10 / page Interactive Realtime $2.30 / page (per recipient) Priority Request- Expedited Transcript (135%-Same Day, 110%-Next Day) 10%incremental /business day Hold Notes /No original transcript ordered —75%of the 0&1 plus appearonm fee Professional Attendance Attendance Fee — remote deposition- $180.00 / half day 1 $360.00 / full day -Additional costs may apply for In -person and hybrid proceedings for both the reporter and vdeogmpher/techniclan. Exhibits Exhibits —Searchable OCR Veritext Exhibit Package LACE) Logistics, Processing & Secure File Retention Logistics & Processing Secure Hosting & Delivery of Veritext File Suite Virtual Services Veritext Virtual Concierge Technical Support Exhibit Share (Paperless Exhibit Platform) Equipment Rental (Laptop Provided on -site for Virtual or Realtlme) Video Services Videographer Services (includes Synchronization) - Media & Cloud Services— Video Archival Electronic Access Exhibit Capture Service (interactive (PIP) annotations of electronic files) -includes setup/breakdown Additional Services Smart Summary" • Summaries ore notproduced or billed on transcripts under 25pages Paper Production & Delivery Certificate of Non -Appearance Minimum Transcript Pages Weekend & Holiday Per Diem Before/After Hours (Before 9:00am / After 6:OOpm) & Waiting Time Conference Suites & Amenities (Veritext Locations) Cancellation Charges (After 4:DOpm Previous Business Day) Reporter& Videographer Veritext Virtual Veritext Virtual w/ Exhibit Share Concierge Technical Support $0.65 / page $55.00 / witness $60.00 / witness $115.00 / witness $295.00 / proceeding $195.00 / hour (2 hour minimum) $435.00 (nonbusiness days additional $370) $165.00 / laptop $225.00 / hour (2.5 hour minimum) $20.00 / video hour $80.00 $825.00 / session 1$295.00 / session If remote $55 / $110 — Under/Over 100 Transcript Pages $150.00 / per transcript $465.00 $525.00/ plus appearance fee $500.00/ half day $145.00 / hour $175.00 / day $435.00 / per service $125.00 $265.00 $390.00 Confidential Proposal. These rates ore valid as of the date provided —Veritext reserves the right to modify these rates. Please note that other charges may apply. A low cancellation fee will be charged for cancellation o)sendem after 4PM local time the previous business day. A /are scheduling fee may apply to anything scheduled later than IPM the previous buslne. day. An odd/Go,ml premium perrentoge will oppyJor same-daV honscrlptservlce. Mln/mums and cddidamd charges appyfnr most services along with delivery and proceming. Please mil for a geese on specialized services or requests. Veritext does notauthorm Me release or datribuhon of Mese rates to any law firm, court reporting agency or litigamn, support services enhhes. Young Kim Account Executive ykim@verxext.com 1714,420.0209 Confidential 12/12120B I Page 1 of 1 Page 11 of 12 Services Pricing Court Reporter Trial Per Diem- $1,950.00 / day When same or next -day final transcript Is requested, add $700.00 Court Reporter Hearing Per Diem- $565.00 / one hour or less Additional fees may apply if expedited $795.00 / up to three hours (evidentiary hearing) $1,950.00 / over three hours 'Additional costs may apply for in -person and hybrid proceedings for both the reporter and technician Original+ One Certified Transcript(standard delivery —30 days) $4.00/page Certified Transcript (standard delivery —3O days) $1.20/ page Expedited Original+ One Certified Transcript (next business day delivery) $6.00/page Expedites based on business days apply to the O&1 rate: 2-3 day 90%, 4-5 day 70%, 6-7 day 60%, 6-9 day 50%, 10-14 day 40%, 15-29 day 3D% Rough Transcript- $2.10 / page Interactive Reaitlmea $2.30 / page (per recipient) -charged at $3.95 /page plus applicable per them if no final transcript ordered at time of the proceedings. Logistics, Processing & Secure File Retention Trial/Hearing Litigation Support Package —(electronic delivery) ASCII, PDF, Linked PDF, Textivap & Exhibits Virtual Services (Additional Services Upon Request) Veritext Virtual Concierge Technical Support Exhibit Share (Paperless Exhibit Platform) Laptop Provided on -site for Virtual or Interactive Reahime Third -Party Conference Call Fee Cancellation Charges (After 4:00pm Previous Business Day) Reporter Veritext Virtual Concierge Technical Support $35.00 $295.00 / proceeding $195.OD / hour (2 hour minimum) $435.00 (nonbusiness days additional $370) $165.00 / additional per laptop $115.00 / session Above per diems apply $125.00 $390.00 Confdentlal Proposal. These rares are vafidas of the dairXmided- VefaeRleserves the rn2hlto modify these rules. Pkme note that other charges may apply. Akre canellmlonfee Willie thargedjar eancellationofsen ices after 4PMNepreviausbusiness day. Able scheddin feemay apply to anythingsthedukdlater Nan 2PM the previousbusmessday. An oddalonolprembm percentage win applyfor same -day vanscriptsemce. Minimums and additional charges applyfarauntservices abng with defiveryandproeessing. Pleosemflforpquok on specialiredserv+ces orrequesrs Veritext does not aulhar/ze Ne release adist�rbulion oJNese rules Harry low film, tows repoairg agenryar kdguaon supportsefvxes endlies. Young Kim Account Executive ytlm@yemexrcom 1714.420.0209 Confidential 1 2112/20M 1 Page 1 of 1 Page 12 of 12 A�® CERTIFICATE OF LIABILITY INSURANCE 7OT2 5/202DIYYYY) 5/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA,LLC. NAME' PHONE FAX 1166 AVENUE OF THE AMERICAS (A/C,No Ext: A/C,No NEW YORK,NY 10036 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN103822546-VT To-GAWUC-24- INSURERA: Great Northern Insurance Company 20303 INSURED Veritext,LLC INSURER B: Pacific Employers Insurance Company 22748 290 West Mount Pleasant Avenue INSURER C: ACE American Insurance Company 22667 Livingston,NJ 07039 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-012236199-01 REVISION NUMBER: 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 3605-66-62 08/01/2024 08/01/2025 EACH OCCURRENCE $ 1,000,000 RENTEDDAMAGE TO CLAIMS-MADE X� OCCUR FIR SES(E.."; Ea occrre... $ 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,N 000 OTHER: $ A AUTOMOBILE LIABILITY 7360-98-67(NJ) 08/01/2024 08/01/2025 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS ONLY AUTOS ONLY Per accident) $ Comp/Coll Deductible $ 1,000 A X UMBRELLALIAB X OCCUR 7988-74-42 08/01/2024 08/01/2025 EACH OCCURRENCE $ 20,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 20,000,000 DED X RETENTION$ 10000 $ B WORKERS COMPENSATION 7174-96-28 (NJ),New Mexico 08/01/2024 08/01/2025 PER oTH- AND EMPLOYERS'LIABILITY ( ) X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE YIN AL,AR,AZ,CA,CO,CT,DC,DE,FL,GA,D,L E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) IN,KS,LA,MA,MD,MI,MN,MO,MT,NC,NV E.L.DISEASE-EA EMPLOYEE $ 1,000,000 Dyes,describe under D NY,OK,OR,PA,SC,TN,TX UT,VA,W 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Cyber D9821558A 08/01/2024 08/01/2025 Limit(See Acord 101) 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are included as additional insured(except Worker's Compensation)where required by written contract.Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. Digitally signed Tran nNg APPROVED Date:2025.04.23 Nguyen 14:26:23- By Tu Tran Nguyen at 2:25 pm,Apr 23,2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Clerk of the City Council THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza(M-30) ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 1988 Santa Ana,CA 92702-1988 AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN103822546 LOC#: Norwalk AC"R o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,LLC. Veritext,LLC 290 West Mount Pleasant Avenue POLICY NUMBER Livingston,NJ 07039 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Cyber E&0 Policy Limits Professional Liability$5,000,000 Cyber Incident Response Team$5,000,000 Digital Data Recovery$5,000,000 Network Extortion$5,000,000 Cyber,Privacy And Network Security Liability$5,000,000 Deductible:500,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD C H U B B0 Liability Insurance Endorsement Policy Period AUGUST 1,2024 TO AUGUST 1,2025 Effective Date AUGUST 1,2024 Policy Number 3605-66-62 DTO Insured VT TOPCO,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued FEBRUARY 27,2025 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBS" Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule CITY OF SANTA ANA 20 CIVIC CENTER PLAZA(M-30) P.O.BOX 1988 SANTA ANA,CA 92702-1988 City of Santa Ana,its City Council,officers,officials,employees,agents and volunteers. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 C H U B B° Policy Conditions Endorsement Policy Period AUGUST 1,2024 TO AUGUST 1,2025 Effective Date AUGUST 1,2024 Policy Number 3605-66-62 DTO Insured VT TOPCO,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued FEBRUARY 27,2025 This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Under Conditions,the following condition is added. Conditions Notice Of Cancellation When we cancel this policy we will notify person(s)or organizations(s)shown in the Schedule at To Scheduled Persons least 30 days(10 days in the event of nonpayment of premium)in advance of the cancellation date. Or Organizations When We Cancel Any failure by us to notify such person(s)or organization(s)will not: • impose any liability or obligation of any kind upon us;or • invalidate such cancellation. Schedule Person(s)or Organization(s): CITY OF YONKERS Address: DEPARTMENT OF PURCHASING 1 LARKIN CENTER,3RD FLOOR YONKERS,NY 10701 Person(s)or Organization(s): GOLDMAN SACHS BANK USA AS COLLATERAL AGENT Address: 200 WEST STREET,NEW YORK,NY 10282-2198 Person(s)or Organization(s): CITY OF SANTA ANA Address: 20 CIVIC CENTER PLAZA(M-30) P.O.BOX 1988 SANTA ANA,CA 92702-1988 Policy conditions Notice Of Cancellation To Scheduled Persons Or Organizations continued Form 80-02-9780(Ed.3-11) Endorsement Page 1 C H U B B° CHUBB PROFESSIONAL Chubb Group of Insurance Companies ENTERPRISE RISK 202BMill Road Whit MANAGEMENT POLICY Whitehouse Station,NJ o8889 ACE American Insurance Company DECLARATIONS NOTICE: THE THIRD PARTY LIABILITY INSURING AGREEMENTS OF THIS POLICY PROVIDE CLAIMS-MADE COVERAGE, WHICH APPLIES ONLY TO CLAIMS FIRST MADE DURING THE POLICY PERIOD OR AN APPLICABLE EXTENDED REPORTING PERIOD FOR ANY INCIDENT TAKING PLACE AFTER THE RETROACTIVE DATE BUT BEFORE THE END OF THE POLICY PERIOD. AMOUNTS INCURRED AS CLAIMS EXPENSES UNDER THIS POLICY SHALL REDUCE AND MAY EXHAUST THE APPLICABLE LIMIT OF INSURANCE AND WILL BE APPLIED AGAINST ANY APPLICABLE RETENTION. IN NO EVENT WILL THE INSURER BE LIABLE FOR CLAIMS EXPENSES OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF INSURANCE. TERMS THAT ARE UNDERLINED IN THIS NOTICE PROVISION HAVE SPECIAL MEANING AND ARE DEFINED IN SECTION II, DEFINITIONS. READ THE ENTIRE POLICY CAREFULLY. IF YOU NEED URGENT CRISIS MANAGEMENT OR Ober Incident Response Coach Hotline at: LEGAL ADVICE PURSUANT TO THE TERMS OF THE 1-(800)-817-2665 or Press your'Report Cyber POLICY,PLEASE CONTACT: Incident'button on the Chubb Cyber Alert Mobile application. Policy No: D9821558A Renewal of: D9821558A Item 1.Named Insured VT TOPCO,INC. Principal Address 290 W Mount Pleasant Ave Livingston,NJ 07039 Item 2. Policy Period From: 08-01-2024 To: 08-01-2025 (12:01 AM local time at the address shown in Item 1.) Item 3. Maximum Policy Limits of Insurance A. Maximum Single Limit of Insurance $5,000,000 B. Maximum Policy Aggregate Limit of Insurance $5,000,000 Item 4.Limits of Insurance,Retentions and Insuring Agreement(s)Purchased.If any Limit of Insurance field for an Insuring Agreement is left blank or NOT COVERED is shown,there is no coverage for such Insuring Agreement. Professional Third Party Liability Insuring Agreement Insuring Agreement Each Claim Limit Aggregate Limit for all Each Claim Retention Claims P. Professional Liability $5,000,000 $5,000,000 $500,000 Page 1 of 3 PF-5o821(02/19) CHIJBB ADDITIONAL INSURED— BLANKET PURSUANT TO A CONTRACT FOR ANY INCIDENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH®ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: 1. Section II, Definitions,the definition of Insured,subparagraph 6,is deleted and replaced with the following: 6. any natural person or entity for whom an Organization is required by written contract or agreement to provide insurance coverage under this Policy("Additional Insured"),but only with respect to Claims: a. arising out of any Incident committed after the Organization and the Additional Insured entered into such written contract or agreement; b. for any Incident committed by,on behalf of,or at the direction of the Organization; and c. subject to the lesser of the limits of insurance required by such written contract or agreement between the Organization and the Additional Insured, or the applicable Limits of Insurance of this Policy. However,no natural person or entity shall be an Additional Insured with respect to any Claim arising solely out of such natural person's or entity's independent act, error, or omission. In the event of a disagreement between the Named Insured and the natural person or entity as to whether the Claim arises solely out of such natural person's or entity's independent act, error, or omission, it is agreed that the Insurer shall abide by the determination of the Named Insured on this issue, and such determination shall be made by the Named Insured within 20 days of the notification to the Insurer of the applicable Claim;or 2. Section XII, Other Insurance, is amended by deleting the term "Professional Incident" and replacing it with the term"Incident". All other terms,conditions and limitations of this Policy shall remain unchanged. PF-50930(02/19) Page 1 of 1 CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (❑x) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3. Premium: The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 08-01-24 Policy No. 71749628 Endorsement No. Insured VT TOPCO, INC. Premium $ Incl . Insurance Company Pacific Employers Insurance Company Countersigned By WC 90 03 75 (05/18) Underwriter Copy C H U B B® Chubb Group of Insurance Companies 202B Hall's Mill Road, Whitehouse Station, NJ 08889 CHUBB INSURANCE COMPANY OF NEW JERSEY Incorpotuted under the laws of New Jersey POLICY NUMBER: (2 4) 7 3 6 0—9 8—6 7 COMMERCIAL AUTO BUSINESS AUTO DECLARATIONS ITEM ONE PRODUCER: MARSH USA LLC NAMEDINSURED: VT TOPCO, INC . MAILING ADDRESS: 290 W MOUNT PLEASANT AVE LIVINGSTON, NJ 07039-2761 POLICY PERIOD: From 08-01-2024 to 08-01-2025 at 12:01 A.M. Standard Time at your mailing address shown above PREVIOUS POLICY NUMBER: (23) 7360-98-67 FORM OF BUSINESS: X❑CORPORATION LIMITED LIABILITY COMPANY ❑ INDIVIDUAL PARTNERSHIP OTHER IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. Premium shown is payable at inception: **Redacted** AUDIT PERIOD IF APPLICABLE ANNUALLY SEMI-ANNUALLY QUARTERLY MONTHLY ENDORSEMENTS ATTACHED TO THIS POLICY: IL 00 17—Common Policy Conditions (IL 01 46in Washington) IL 00 21 —Broad Form Nuclear Exclusion (not Applicable in New York) (IL 01 98 in Washington) SEE SCHEDULE OF FORMS AND ENDORSEMENTS COUNTERSIGNED BY (Date) (Authorized Representative) 16-02-0214(REV. 10113) Page 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b. —CANCELLATION - of the Paragraph A.1. —WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II —LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an "insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any "employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto" with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a) That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II —LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II —LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any"employee" of yours while using a an "insured" only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident" which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the "insured MAXIMUM WE WILL PAY FOR ANY ONE contract" or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.S. - FELLOW EMPLOYEE—of damage to, or"loss" of, that vehicle, including SECTION II —LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph AA.a. —TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III — PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4. —COVERAGE EXTENSIONS - of 4. $7,500 maximum total amount for paragraphs SECTION III — PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE— BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. —COVERAGE EXTENSIONS—of In the event of a total "loss"to a covered "auto", we will SECTION III — PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS—of SECTION the "loss"; III — PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO, VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT- BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. — LIMIT OF INSURANCE - of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III — PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the "insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11. TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE —of SECTION III — been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss" to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same "accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller (or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV— BUSINESS AUTO CONDITIONS - is deleted the smaller(or smallest) deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12. AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.S. -OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto" you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered "auto" of the private passenger (1) How, when and where the "accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The "insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V— DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.S. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the "insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Nguyen, Tu Tran From: Granet,Jason M <Jason.Granet@marsh.com> Sent: Wednesday,April 23, 2025 1:38 PM To: Nguyen,Tu Tran; aholtz@veritext.com Cc: St Clair, Suzanne; Dana Bornstein Subject: RE: COI Review:Veritext Attention: This email originated from outside of City of Santa Ana. Use caution when opening attachments or links_ Due to the nature of the policy Veritext cedes their right to subrogation to the insurer in the event of a claim. See below for the exact policy provision. XVIII. SUBROGATION A. The Insurer shall have no rights of subrogation against any Insured under this Policy unless Exclusion III.A.r or Section XIV,Subsection C,applies. E. In the event of payment under this Poliey,the Insureds must transfer to the Insurer any applicable rights to recover from another person or entity all or part of any such payment. The Insureds shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Insurer to effectively bring suit or otherwise pursue subrogation rights in the name of the Insureds. C. If prior to the Incideiit or Claini cormected vvith such payment an Insured has agreed in v riting to waive such Instired's right of recovery or subrogation against any person or entity,such agreement shall not be considered a violation of such Iiistired's duties under this Policy. Thanks, Jason Granet, Assistant Vice President Associate Account Executive, Corporate Segment Marsh USA, Inc. 445 South Street Suite 210 Morristown, NJ 07960 Phone: 973-401-5147 Fax: 973-401-5085 Email:Jason.Granet@marsh.com From: Nguyen,Tu Tran <tnguyen20@santa-ana.org> Sent:Wednesday, April 23, 2025 3:41 PM To: Granet,Jason M <Jason.Granet@marsh.com>; aholtz@veritext.com Cc: St Clair, Suzanne<sstclair@santa-ana.org>; Dana Bornstein <dbornstein@veritext.com> Subject: RE: COI Review: Veritext CAUTIO This email originated outside the company. Do not click links or open attachments unless you are expecting them from the sender. Good afternoon Jason, Thank you for sending the documents. For the Waiver of Subrogation, do you know if the language is incorporated directly into the Professional Liability policy itself? If it is, Risk can accept that as well. Please see attached for sample. i (MMID A`oRo° CERTIFICATE OF LIABILITY INSURANCE 7OT2 2/202DIYYYY) 2/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA,LLC. NAME' PHONE FAX 1166 AVENUE OF THE AMERICAS (A/C,No Ext: A/C,No NEW YORK,NY 10036 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN103822546-VT To-GAWUC-25- INSURERA: Great Northern Insurance Company 20303 INSURED Veritext,LLC INSURER B: Pacific Employers Insurance Company 22748 290 West Mount Pleasant Avenue INSURER C: ACE American Insurance Company 22667 Livingston,NJ 07039 INSURER D: Chubb Insurance Company of NJ 41386 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-012236199-04 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 3605-66-62 08/01/2025 08/01/2026 EACH OCCURRENCE $ 1,000,000 RENTEDDAMAGE TO CLAIMS-MADE X� OCCUR FIR SES(Ea."; Ea occrre... $ 1,000,000 MED EXP(Any one person) $ 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,N 000 OTHER: $ D AUTOMOBILE LIABILITY 7360-98-67 08/01/2025 08/01/2026 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS ONLY AUTOS ONLY Per accident) $ Comp/Coll Deductible $ 1,000 D X UMBRELLALIAB X OCCUR 7988-74-42 08/01/2025 08/01/2026 EACH OCCURRENCE $ 20,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 20,000,000 DED X RETENTION$ 10000 $ B WORKERS COMPENSATION 7174-96-28 (NJ,NM, 08/01/2025 08/01/2026 X PER oTH- AND EMPLOYERS'LIABILITY STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE YIN AL,AR,AZ,CA,CO,CT,DC,DE,FL,GA,D,L E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) IN,KS,LA,MA,MD,MI,MN,MO,MT,NC,NV E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below NY,OK,OR,PA,SC,TN,TX UT,VA,WI) E.L.DISEASE-POLICY LIMIT $ 1,000,000 D C Cyber D9821558A 08/01/2025 08/01/2026 Limit(See Acord 101) 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are included as additional insured(except Worker's Compensation)where required by written contract.Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. APPROVED By Tu Tran Nguyen at 8:25 am,Feb 06,2026 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:CityAttorney's Office THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza,M-29 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN103822546 LOC#: Norwalk ACCOR o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,LLC. Veritext,LLC 290 West Mount Pleasant Avenue POLICY NUMBER Livingston,NJ 07039 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Cyber E&0 Policy Limits Professional Liability$5,000,000 Cyber Incident Response Team$5,000,000 Digital Data Recovery$5,000,000 Network Extortion$5,000,000 Cyber,Privacy And Network Security Liability$5,000,000 Deductible:500,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD C H U B B• Liability Insurance Endorsement Policy Period AUGUST 1,2025 TO AUGUST 1,2026 Effective Date AUGUST 1,2025 Policy Number 3605-66-62 DTO Insured VT TOPCO,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued AUGUST 18,2025 This Endorsement applies to the following fors: GENERAL LIABILITY Under V&Is An Insured,the following provision is added. W110 IS An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person 9r 9x$attlzatton is an insured only • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whult,or in pdrt,befure die execution of the contract or ugyc:anx,nt;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more cpecifically identified under any other provision of the;Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contractor agreement. Liability Insurance Addrtonal Insured-Scheduled Person Or Organization confined Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBBe Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schcdulc Persons or organizations that you are obligatcd,pursuant to a contract or agreement,to provide with such insurance as is afi'orde4 by this policy. All other tongs and conditions remain unchanged Authorized Hepres unlaitive Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev_5-07) Endorsement Page 2 C H U S B° Liability Insurance Endorsement Policy Period AUGUST 1,2025 TO AUGUST 1,2026 Effective Date AUGUST 1,2025 Policy Number 3605-66-62 DTO Insured VT TOPCO,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued AUGUST 18,2025 This Endorsement applies to the following forms: GENERAL LIABILITY T Inner(`nnditions,Transfer Or Waiver Of Rights Of Recovery Against Others,tk fullvwing rn,tn�hon,r:jaded: Conditions Transfar Or Waiver Of However,wo waive any right of recovery we may havt against the designated person or organiaati9p HWhts of Heeovery shown below because of payments we make for injury or damage arising Qut of vour ongoing Against Omars ope:rritic;ns Gr dt-wic under a Contract with that person or organizauon and ineludod in the prodws-completed operations hazard,'Phis waiver applies to the designated person or. nLrnniz;etlOSL TlrsignntM Peron Or Organization BSC REALTY SERVICES,LLC BANYAN STREET CAPITAL LLC 101 E.KENNEDY BOULEVARD, SUITE 250 TAMPA,FT,33602. GOLDMAN SACIIS BANK.USA AS COLLATERAL AGENT 200 WEST STREET,NEW YOM NY 10282-2198 WHERE REQUIRED BY WRITTEN CONTRACT PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY;BUT THEY ARE INSUREDS ONLY IF AND TO THE MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN INSURED. HOWEVER,NO PERSON OR ORGANIZATION IS AN INSURED UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE WHO IS AN INSURED SECTION OF THIS Liability Insurance Condition-Waiver Of Transfer Of Rights Of Recovery continued Form 80-02-2362(Rev.4-01) Endorsement Page 1 Liability Endorsement (continued) POLICY(REGARDLESS OF ANY LACTATION APPLICABLE THERETO) CITY OF SANTA ANA 20 CIVIC CENTER PLAZA(M-30) P.O.BOX 1988 SANTA ANA,CA 92702-1988 All other tc rnis and conditions remain unchanged Authorized Representative Liability Insurance Condition-Waiver Of Transfer Of Rights Of Recovery last page Form 80602-2362(Rev.4-01) Endorsement Page 2 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b.—CANCELLATION -of the Paragraph A.1.—WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II—LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The"auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased"auto"will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured"only any subsidiary that is an "insured"under any for"bodily injury"or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured"under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees"or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee"or agent of the ownership. However, the Named Insured lessor, operating an "auto"with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a) That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II—LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered"auto", provided that you and Coverage does not apply to"bodily injury"or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract",written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1.—WHO IS AN INSURED—of such person or organization to this policy SECTION II—LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any"employee"of yours while using a an"insured"only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto'; and any of your"employees"are legally obligated (2) for"bodily injury"or"property damage" to pay because of a written contract or caused by an"accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the"insured MAXIMUM WE WILL PAY FOR ANY ONE contract"or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.5. - FELLOW EMPLOYEE-of damage to, or"loss"of, that vehicle, including SECTION II-LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE-ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph A.4.a. -TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the -of SECTION III-PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4.-COVERAGE EXTENSIONS-of 4. $7,500 maximum total amount for paragraphs SECTION-I1-1-P-HY-SICA-L-DAMAGE-COVERAGE-is----_ 1_-,_2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE-BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4.-COVERAGE EXTENSIONS-of In the event of a total "loss"to a covered "auto", we will SECTION III-PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered"auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS-of SECTION the"loss"; III-PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health,Accident or Disability EQUIPMENT- BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b.-LIMIT OF INSURANCE- of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto'; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any housing unit as described in Paragraph covered"auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4.-COVERAGE EXTENSIONS-of (3) An integral part of such equipment. SECTION III-PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the"insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III— been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident"or"loss"to Form or policy issued to you by us that is not an impair them.At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same"accident",the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2.—CONCEALMENT, Coverage Form is not the smaller (or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS- is deleted the smaller (or smallest) deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12.AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.S. -OTHER INSURANCE of a. In the event of"accident", claim, "suit"or SECTION IV—BUSINESS AUTO CONDITIONS- "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto"you hire. If an (2) A partner, or any authorized "employee's"personal insurance also applies representative, if you are a partnership; on an excess basis to a covered"auto" hired (3) A member, if you are a limited liability or rented by your"employee"on your behalf company; or and at your direction,this insurance will be (4) An executive officer, insurance manager, primary to the"employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an"accident", claim, "suit'or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5) A covered "auto"of the private passenger (1) How, when and where the"accident'or type is leased hired rented or borrowed "loss"occurred; without a driver for a period of 45 days or (2) The"insured's" name and address; and less; and (3) To the extent possible,the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of- SECTION V—DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.S. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the"bodily deleted and replaced with the following: injury"sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the"insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (M) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3• Premium: The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 08-01-25 Policy No. 71749628 Endorsement No. Insured VT TOPCO, INC. Premium $ Incl. Insurance Company Pacific Employers Insurance Company Countersigned By WC 90 03 75 (05/18) Insured Copy C H U B B° Policy Conditions Endorsement Policy Period AUGUST 1,2025 TO AUGUST 1,2026 Effective Date AUGUST 1,2025 Policy Number 3605-66-62 DTO Insured VT TOPCO,INC. Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued AUGUST 18,2025 Thic Endorsomont applies to the following forms: PROPERTY DECLARATIONS LMILITY DECLARATIONS INTERNATIONAL AUTOMOBILE LIABILITY INTERNATIONAL WORKERS COMP The Named Insured.4 amended to include the following: Named Insured VT TOPCO,INC. VERITEXT,LLC VItR1T1 XT CORpopwv.SERVI(-P's, 1.1 V VT TOPCO 2,INC. VT HOLDCO,LLC VT BUYER IMMEDIATE HOLDINGS,INC. VTEXT HOLDINGS,INC. VTE)Cr HOLDING COMPANY CAPITAL REPORTING COMPANY,LLC HENDERSON&ASSOCIATES COURT REPORTERS,INC. PERSONAL COURT REPORTERS KRAMM&ASSOCIATES,INC.DBA KRAMM COURT REPORTING ALLEGIS COMMUNICATIONS,INC.DBA ALLEGIS TRANSCRIPTION STRATOS LEGAL,LP VICTORIA COURT REPORTING SERVICES,INC. SUZANNE HAND&ASSOCIATES,INC. CONNOR&ASSOCIATES DBA CONNOR REPORTING MIKE MOBLEY REPORTING PARADIGM REPORTING&CAPTIONING DIAMOND REPORTING&LEGAL VIDEO ROYAL PHILLIPS A.W.ROBERTS ACE ROYAL AIKEN WELCH EPIQ Policy CondiBons Named Insured continued Form WM-9301(Ed.2-98) Endorsement Page 1 Policy Conditions (continued) CASEWORKS IMHOFF&ASSOCIATES YOM VERTTEXT ACQUISITION COMPANY VERTTEXT NEW YORK REPORTING COMPANY VERITEXT NEW JERSEY REPORTING COMPANY VERTTEXT PENNSYLVANIA REPORTING COMPANY VERTI'EXT FLORIDA REPORTING COMPANY VGRITGXT CALII'ORNIA REPOII'I'ING COMPANY VERTTEXT CIIICAGO REPORTING COMPANY NATIONAL DF_,PO PRIORITY ONE COURT REPORTERS RENNILLO INC. RENNILO REPORTERS SARNOFF COURT REPORTERS AND LEGAL TFCNNOT.00YTFS S A.RNOFF COURT REPORTERS SARNOFF LEGAL TEC'HNOT DGW-.S C J,MTRY COURT REPORTERS FRF<DERIGJKS RI;PQIZTING ACUSCRIBE REPORTERS MERIT COURT REPORTERS CRUZ&COMPANY LANDI COURT REPORTING LOVE COURT REPORTING DYNAMIC COURT REPORTING DONOVAN COURT REPORTERS MADISON DEPOSITION SERVICES MCGUIR S COURT REPORTING PAM BLAIR COURT REPORTERS TIFFANY ALLEY&ASSOCIATES HAHN&BOWERSOCK,INC. ART MILLER&ASSOCIATES GORE REPORTIG CO.INC.(DB/A GORE PERRY) NEE-SON WINTER REPORTING,INC. WOOD&RANDALL DONOVAN REPORTING,PC RIFSDORPH RFPORTING GROUP.INC. SCHMr1-r REPORTING&VIDEO,INC. C OMPT ISCRIPTS,INC. COMPUSCRIPTS CAPTIONING INC MIDWEST REPORTING,INC. I;.XELRE11ORIERs AND 1N7 I'K!✓1'!KS,1.�.� UPHI.Rk&HAC.Hti'I ROM.INC. ATKIN'ttN.RA K N'k CUMPUTRAN ALPHA REPORTING CORPORATION ALPHA LEGAL SOLUTIONS,LLC RILEY REPORTING MACOMB REPORTERS,DBA CARROLL REPORTING&VII) 0 CITICOURT,LLC COUNTY COURT REPORTERS,INC. Policy Conditions Named Insured oonhhued Form 80-02-9301(Ed.2-98) Endorsement Page 2 C H U B B' Policy Conditions Endorsement Effective Date AUGUST 1,2025 Policy Number 3605-66-62 DTO STEVENS REPORTING,INC.,DBA STEVENS KOENIG REPORTING BEOVICH WALTER&FRIEND,INC. AUGUSTA SCRIBES COURT REPORTERS,LLC BROWN&JONES REPORTING,INC. THE LIT GROUP,LLC LITIGATION SERVICES,LLC GOLKOW,INCORPORATED LITIGATION SERVICES&TECHNOLOGIES OF NEVADA,LLC SUNSHINE REPORTING&LITIGATION SERVICES,LLC LITIGATION SERVICES&TECHNOLOGIES OF MICHIGAN,LLC LITIGATION SERVICES&TECHNOLOGIES OF FLORIDA,LLC LIGITATION SERVICES MANAGEMENT,LLC IXFICiATION SCRVTC'FS R TFf TIN01 li0M.3 OF CALIFORNIA,LLC LITIGATION SERVICES&T14 'HN01.tXU S OF ARIZONA,LLC LMICATION PXRV`Tf r0%&'TTCITNOLOGIE i OF UTAH,.LLC All other terms and conditions remain unchanged. Authomed Hepresentabve Policy Condidons Named Insured last page Form 80-02-9301(Ed.2-98) Endorsement Page 3 Nguyen, Tu Tran From: Quintana, David Sent: Friday, February 6, 2026 8:00 AM To: Nguyen,Tu Tran Cc: Plotnik, Elizabeth Subject: FW: Request for COI Review(Veritext LLC) Attachments: GL Named Insured Listing.pdf Good morning, Ms. Nguyen— Please find this response below to your inquiry re Veritext and their corporate ownership/structure. David From: Granet,Jason M <Jason.Granet@marsh.com> Sent: Friday, February 6, 2026 6:36 AM To: Quintana, David <DQuintana@santa-ana.org> Cc: 'dbornstein@veritext.com' <dbornstein@veritext.com>; Plotnik, Elizabeth <EPlotnik@santa-ana.org> Subject: RE: Request for COI Review (Veritext LLC) Attention: 1'tns email originated irom outside of City of Santa Ana. Use caution when opening attachments or links. Hello David, VT TOPCO INC. is the parent company and first named insured. Veritext is also an insured as they are a wholly owned subsidiary. Attached is the named insured listing from the GL policy to confirm. Thanks, Jason Granet, Assistant Vice President Associate Account Executive, Corporate Segment Marsh USA, Inc. 445 South Street Suite 210 Morristown, NJ 07960 Phone: 973-401-5147 Fax: 973-401-5085 Email:Jason.Granet@marsh.com From: Quintana, David <DQuintana@santa-ana.org> Sent:Tuesday, February 3, 2026 3:01 PM To: Granet,Jason M <Jason.Granet@marsh.com> Cc: 'dbornstein@veritext.com' <dbornstein@veritext.com>; Plotnik, Elizabeth <EPlotnik@santa-ana.org> Subject: FW: Request for COI Review (Veritext LLC) MITIO—This email originated outside the company. Do not click links or open attachments unless you are expecting them from the sender. Dear Mr. Granet, 1 Please kindly find this email from the City Attorney's Office seeking your assistance in regards to the Certificates of Insurance and endorsement paperwork shared by staff at Veritext for their agreement with the City of Santa Ana. I have copied Ms. Bornstein at Veritext and attached her email with attachments to our office. Please kindly see the email below and the attachments herein to address the questions shared by the City's Risk office below. We appreciate your time and review. Sincerely, David Quintana Sr.Paralegal and Sr. Legal Management Analyst City of Santa Ana/City Attorney's Office 20 Civic Center Plaza,M-29 Santa Ana, CA 92701 Phone - (714) 647-6990 Fax- (714) 647-6515 www.s anta-ana.ore This email is confidential and may be protected from disclosure by the attorney-client and/or work-product privilege. This email is intended for the person to whom it is addressed. If you receive this email in error,please advise the sender and delete the original email and any forwarded version of the same. No claim of privilege is waived by sending the email in error to a third party. From: Nguyen,Tu Tran Sent:Tuesday, February 3, 2026 11:51 AM To: Quintana, David <DQuintana@santa-ana.org> Cc: Plotnik, Elizabeth <EPlotnik@santa-ana.org> Subject: RE: Request for COI Review (Veritext LLC) Good morning, Thank you for forwarding the updated documents. The General Liability and Workers' Compensation endorsements references "VT TOPCO INC" as the name insured. The name listed on the agreement and the insurance documents should be the same. Can you request evidence that VT TOPCO INC and Veritext LLC are insured under the same polices? 2 CERTIFICATE OF LIABILITY INSURANCE RA'TElhl THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). Aul REPRESENTATIVE OR PRODUCER,,AND THE CERTIFICATE HOLDER. IMPORTANT: If the rmrllfi€ale holder i5 an ADDITIONAL INSURED,The p4licyfies) MUM have ADDITIONAL INSURED provisions or be It SUBROGATION IS WAIVED, subject to the teems and r-anditibf5¢of the polrcy, certain policies mar requrre aAr endorsement_ A stal this eertificale dons not confer rights to the;c-crtificatc holder In I10U of SUch endorsr rncnt t1. PR4PVC R LNAM7'� II RSH USA,LLO. O 1166 AVENUE OF THE AMERIt�A$ �M{�IF FAk NEW YORRK,NY SGd306 F4MUL ADDRESS: WSUR S AFFORDWO COVERAGE !QU22' rdTTo-aAWUC-25- INSURER A: 1,.,--i.RELr INSURERe: PaDficErrpkwrs'InswarrceC M.,LL.0 _.?S'ii IAGrnt PLL�ihE�11Pt J6vl�.ncriz INSURER C:. !,MPIfj�.i,Yl,Nu Q3�� IN�LIRFR I}' k' � INSURER E. INSURER F- COVFRAG'FS CERTIFICATE NUMBER: k4VCI M2Z36MG-N! REVISION NUMBER-. s policyponad AIJIGUST1.21M TO AUGUST 1,2026 Ef,9191we✓610 AUGUST 1,202f Nva7trer 16D5-66-62 DTO fnsufvd VT TO".Ric. fame of Company GREAT NORTHERN 1N URANCECOMPANY Dale Issued VIIJ J'iT 18.2025 7` is glen;aFplec.S to the Mowing fun an: lfnder Who Is An Insured.the rollowinIq provision is added. fief?d is An Insured 3 Endorsement P01W Penod AUGUST 1,2025 TO AUGUST 1,2026 Eflectiva Date AUGUST I,2025 Powy Number 3505-66-62 DTD Insured 1+T TOPCO.INC. NaFne-of Company ( BEAT NURTIEF.RN QiSURANCE COWANY Date Yssued A UGU ST 18.2025 T'bis Ei r mmt applies[o the following forms: G04EXAL LIAfSIlTr e' s 1 ter Conditions..Trwfsr Or Waivar V Right:;Of 1tscayM Agai=(ors,u`.fullawin Pt„V IMM 7g Ewa m; 1;*11dirlons This endorsement changes the policy to which it is attached and is effective on the date issued unless other {The information below is required only when#hisendorsement Is [ssu-stl subsetluent to preparation o End orsemerit Effective 08-01—2 5 Policy No. 71749628 Endorserr Insured VT `OPCQ f INC , Premium Insurance Company Pacific Employers Insurance company Countersigned By Kind regards, Tu Tran Nguyen I Risk Management Technician City of Santa Ana - Human Resources Department 20 Civic Center Plaza I Santa Ana, CA 92701 Office: 714-647-5141 Email: TNguyen20(a)-santa-ana.orq I santa-ana.orq/human-resources Linkedln I nstagram City Hall hours are 8 a.m. to 5 p.m. Monday through Thursday, and 8:00 a.m. to 5:00 p.m. every other Friday. .. here for a list of observed holidays and Friday closure dates. 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