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HomeMy WebLinkAboutPROCORE TECHNOLOGIES, INC. (3)Docusign Envelope ID: 94CFDBDO-CBF2-4638-AaBE-6B75DBD06D3D INSURANCE IV r&QFM' WORK MAY NOT PROCEED -- CITY CLERK DATE: SEP 2 3 2025 o:PwAC2-) Em:1y lto Cpz) 6309 Carpinteria Avenue Carpinteria, CA93013 (866)4TT-6267 Order Forriv. Customer Name I City of Santa Ana Quote Number Q-191554 Generated By Tyler Cosh Subscriptlon.Info Subscri lion Type Renewal Start Date September 17, 2025 End Date1 September 16, 2028 Full Subscription Term 1 36 Billing Frequency— Annual Payment Tenns Net 30 Auto Renewal i No PO # Tax Exempt No VAT ID Curren D Offer Valid Through September 15 2025 DD_SF_CPQ_Crdg Farm V1.3.3 EXHIBIT I A-2025-153 PROPOSED BY: Tyler Corah kat,smith@procore.com BILL TO: Emily Ho eho@santa-ana,org (714)647-5045 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701, United States SHIP TO: Emily Ho eho@santa-ana.org (714)647-5045 City of Santa Ana 20 CIVIC CENTER PIZ, SANTA ANA, CA 92701-4058, United States Docusign Envelope ID: 94CFD6Dl7-CBF2-463-A$BE-BB75D9D06D3D Year 1 sulsscrption ; ProductiVame UnR of Measure" - Qty Subseripti,n Term Annual Fees Project Management Pro T-1s: Copilot, Correspondence, Daily Lag, Drawings, Emails, Equipment Register, Maps, Meetings, Photos, Punch List, RR, AGV(MM) 70 September 17, 2025 - September 16, 2026 $57,488.87 Schedule, Spec ications, Submittals, Timecard, Transmittals Quality & Safety Tools: Action Plans, Daily Log, Forms, Incidents, Inspections, Maps, Observations, Photos, Schedule AGV{MM) 70 September 17, 2p25 -September 16, 202E $21,594.94 Project Financials Tools: Budget Change Events, Con Change Orders, s srohotsCommitments, Direct Costs, Maps, Prime Contracf, Project Status Snapshots ACV(MM) 70 September 17, 2025 - September 16, 2026 $27,791.05 Invoice Management Tools: Invoicing, Maps ACV(MM) 70 September 17, 2025 - September 16, 2028 $16,263.10 Procure Analytics (2.0) Tools: Maps, ProcoreAnalytics ACV(MM) 70 September 17, 2025 - September 16, 2026 $16,730.70 Subtotal $139,868.66 Docusign Envelope ID: 94CFD8D8-C8F240$$-A8BE-BB75D9D06D3D Year 2 Sn6scription ; Product Name L1nit_of • :, Measitre, Subscnption.Term . Annua€ Fees Project Management Pro Tools: Copilot, Correspondence, Daily Log, Drawings, Emails, Equipment Register, Maps, Meetings, Phobos, Punch List, RFi, ACV(MM) 70 September 17, 2026 - September 16, 2027 $67,488.87 Schedule, Specifications, Submittals, Timecard, Transmdtafs Quality & Safety Tools: Action Plans, Daily Log, Forms, Incidents, Inspections, Maps, Observations, Photos, Schedule ACV(MM) 70 Se tember 17, 2026 - Se ember 16, 2027 P Pt $21,594.94 Project Financials Tools: Budget, Change Events, Change Orders, Commitments Direct Costs, Maps, Prime Contract, Project Status Snapshots ACV(MM) 70 September 17, 2026 -September 16, 2027 $27,791.05 Invoice Management Tools: Imroicing, Maps ACV(MM) 70 September 17, 2026 - September 16, 2027 $16,263.10 Procore Analytics (2.0) Tools: Maps, ProcoreArWytics ACV(MM) 70 September 17, 2026 - September 16, 2027 $16,730.70 Subtotal $139,868.66 Docusign Envelope ID: 94CFD8D0-C8F2.4638--A8BE BB75D9DC6D3D •Year35ubserption .. ..- Produet Name l lnit of Measure. Su[isetiption Term Anntta! Fees Project Management Pro Tools: Copilot, Correspondence, Daily Log, Drawings, Emails, Equipment Register, Maps, Meetings, Photos, Punch Llst, RFI, Schedule, Specifications, Submiifals, Timecard, Transmittals ACV(MM) 70 September 17, 2027 - September 16, 2028 $67,488.87 Quality 8. Safety Tools: Action Plans, Daily Log, Forms, Incidents, Inspections, Maps, Observatiars, Photos, Schedule ACV(MM) 70 September 17, 2027 - September 16, 2028 $21,594.94 Project Financials Tools: Budget Change Events, Change Orders, Commitments, Direct Costs, Maps, Prime Contract, Project Status Snapshots ACV(MM) 70 September September 17, 2027 - Se i�er 16, 2028 $27,791.05 invoice Management Tools: Involcing, Maps ACV(MM) 70 September 17, 2027 - September 16, 2028 $16,263.10 Procure Analytics (2.0) Tools: Maps, Procure Analytics ACV(MM) 70 September 17, 2027 - September 16, 2028 $16,730.70 Subtotal $139,868.66 Total:Fsea. One Time Fees: $29,650.00 Subscri tion Fees: $419,605 (is Total Fees: W9 255.98 -.TERMS.,AkD CONDITIONS : ' Docusign Envelope ID: 94CFDSDO-C8F2-4638-ABBE-BB75D9DO6D3D The prices shown above have been rounded to two decimal places for display purposes. Prices quoted do not include taxes. One-time promotional pricing, when applicable on the Order, will expire at the end of the Subscription Term. The following are the Usage Metrics for the Services in accordance with the Unit of Measure listed in the Product Table above. If Customer's usage exceeds the quantity listed within the Product Table above, then Customer will be subject to additional Fees: Annual Construction Volume ("ACV") means the aggregate dollar value of the construction work performed or put in place for all distinct projects for which Customer utilizes the Subscription Services identified with Customer's Procure account(s) during each 12-month period identified on this Order. In addition to the tools listed above, all Procore clients have access to the following core tools directory, documents, reports, and task, except for those clients who have purchased only Capital Planning and/or Portfolio Financials. This Order is governed by the terms of the Procore Subscription and Services Agreement (for U.S. Public Sector only) found at httos://www.orocore.com/legat/subscdption- aoreements/public-sector (the "SSA") and the Data Processing Addendum found at https://www.procore.comd2ga-l/-d2_a (the "DPA"). To the extent this Order includes products governed by any service -specific terms found at hhttos://www.procore.com/leQaltpav ("Service -Specific Terms"), such Service -Specific Terms also apply. This Order, the SSA, and the DPA constitute the entire agreement between Procore and Customer, superseding any other terms including, but not limited to, the terms of any Customer purchase order and any prior agreements between the Parties regarding Customer's purchase of services from Procore. Each Party represents that it has the authority to enter into this Order. To view details of services purchased, please visit this page. City of Santa Ana ("Customer") Procore Technologies, Inc. ("Procore") st9n d by: Signature: Signature: f � F"Il� Name: AlvaroNunez Name: Bi 4AJVft+DJgFAss.. Title: City Manager Title: SVP, corporate Controller Date: Date: DB/25/25 / accept the terms and conditions of the SSA found at httos://www. oroccre. comAeaal/subscrintion-aoreements/public-sector ATTEST: APPROVED AS TO FOX%L SOMA R. CARVAL.HO City Ationtey 1GyL �- City Clerk RECOIsAtEND R APPROVAL: KYLE NELL.ESEN A�awiw C'lly .'- uonkey ILODO SAS. P.E. A.tiug E•xecniive Direcior Public `Volts Agency CITY O]�F S TA ANA � //7 1 //r� Alvaro Nlttffez City Manager Docusign Envelope ID: 94CFD8DO-C8F2-4638-A8BE-BB75D9DO6D3D STATEMENT OF WORK Docusign Envelope ID; 84CFDBDO-08F2493$ AB13F;-BD75D9DO6D3D DOCUMENT INFORMATION: PROJECT OVERVIEW Objective SCOPE OF WORK Services to be Provided Procore Tool(s) within Scope Implementation Methodology Exclusions Assumptions Project Timeline Overview Included Project Documentation PROJECT FEES PRICING AND PAYMENT TERMS LEGAL TERMS AND CONDITIONS Intellectual Property APPENDIX A - holes and Responsibilities Procore Roles Customer Roles Customer Requirements and Dependencies 3 3 3 3 3 4 4 5 5 5 6 6 7 7 7 8 S 8 9 procore.cum 1 2 Docasign Envelope ID: 94CFD8DO-CaF2-4638-A8BE-BB76D9DOBD3D DOCUMENT INFORMATION: Date: Aug 25, 2025 Procore Technologies, Inc„ (Procore) a Delaware corporation, having its principal place of business at 6309 Carpinteria Avenue Carpinteria, CA 93013, Is pleased to present this Statement of Work ("SOW") for Procore Customer: City of Santa Ana (Customer) having its address at 20 Civio Center Plaza Santa Ana, CA 92701. PROJECT OVERVIEW Objective Procore Professional Services will deploy the Procore cloud -based 5aas construction management system to streamline operations and enhance scalability across Customer organization, This Statement of Work outlines the project methodology, tools to be Implemented, roles and responsibilities, expected dellverables, and expected costs of the project. SCOPE OF WORK Services to be Provided 1. Project Management Services a. Coordinate, plan, and manage the execution of all services contained within this SOW b. Monitor SOW services usage and manage changes to scope related to available hours and jointly (Customer/Procore) defined scheduled milestones c. Provide recurrf ng project status updates d. Monitor the health of the project e. identify and communicate project risk f. Manage implementation success criteria 2, Consulting Services a. Conduct stakeholder workshop(s) to confirm Customer's business outcomes, processes, and strategy b. Advise on recommended Procore processes per Customer's goals, products, and requirements c. Provide guidance on best practices, configuration settings, and permissions based on Customer's desired business processes and outcomes d. Lead Q&A with Customer's Procore Committee (defined below) or individual project teams e. Coordinate, plan, and research in support process or project requirements 3. Configuration Services a. Configure the Procore platform in accordance with Customer's standard operating procedures b. Initial configuration includes but is not €Imltad to: permissions refinement, generation of custom fields and fieldsets, creation of workflows, and refinement of Company and/or Project -level configuration settings, and creation of up to 3 budget views, creation of up to 3 templates per tool where template creation is applicable. 4. Virtual Training Services procore.com 1 3 Docusign Enveiope ID. 84CFD8DQ�CBF2-4638-ABBC-BB75pgL)OOD8D a. Customize agendas based on Customer's desired training format, audience, process, and tool priorities b. Lead virtual end -user training sessions on Customer's Procore configuration, business process(es), and standard operating procedures c. Conduct interactive training sessions for both Construction Services and Admin teems (Up to 12 hours) d. Demonstrate how to execute processes within the Procore system, such as: 1. Create a Change Order 11, Approve an Invoice e. Address user questions and clarify system navigation challenges f. identify and address user concerns or confusion during sessions g. Collect participant feedback on training effectiveness through end -user surveys and/or informal discussions 5. Analytics Services a. load the source database model to support the reporting and anatytics needs of the Customer b. Conduct up to one (1) Train -the -trainer session regarding Analytics 2.0 functionality c. Review turn -key report creation d. Configure Power BI reports leveraging Procore data e. Deport on user -access best practices f. Aid in the planning of future or additional custom reporting modules g. Conduct deep dives Into Procore Analyiics h. Configure up to one (1) custom Analytics dashboard based on Customer's reporting needs 6, Standard Operating Procedure (SOP) services a. Document and present initial SON, lnitial SOPS will include the following: 1, Identification of stakeholders il. Proposed workflows b. Analyze Customer usage of the Procore system to influence and/or refine SOP creation 7. Custom Solutions Services a. Customize PDF items outputs for select Procore tools) Procare Thol(s) within Scope Although Customer will have access to all products noted in the Order Form, only the below tools are considered within scope for the implementation, Financials Analytics implementation Methodology Implementation will be structured in distinct phases, organized bytool groupings. Each phase encompasses the relevant activltles/Init iatives necessary for the deployment of the respective product line. Initiatives are typically two to three weeps in duration and focus on a specific Procore tool and/or Customer process, Initiatives follow a general structure: 1. Current process review 2. Procore tool functionality review and alignment which includes, procoro.com 1 4 Docusign Envelope ID: 94CFD8DO-CSF2-4638-ABBF..5B75D9DO6D3D a. Tool configuration, Including but not limited to review of custom field and/or fieldset generation, template configuration, and data population b. Permission review to ensure Internal and external stakeholders are able to access relevant project and project tools based on desired SO Ps c. Standard Operating Procedure (SOP) development informed by key decisions made by Customer's Procore Committee during tool consultation sessions 3, Out -of -the -box Integration identification (if necessary) 4. Procore Committee acceptance testing of new Standard Operating Procedures within Procore project tools 5. Configuration finalization . b. Go -Live of configured tool(s) on pilot projects 7. Grooming sessions to address near future business outcomes that will be prioritized within the next initiative and/or phase Once key Initiatives are conducted for all Procore tools within scope, the project will proceed to the rollout and optimization phases. Exclusions The following are considered out of scope for this SOW, unless explicitly stated: 1. Integration with third -party applications, tools, or systems not specifically outlined 2. Data Migration Including data cleaning and data mapping 3. Change management activities, Including organization transition 4, Any project documentation not listed under included Project Documentation 5, User Acceptance Testing 6. System administration Assumptions 1. The Customer will be responsible for loading all data Into the Procore system via the Procore user Interface or Procore Imports tool 2. All Services will be delivered In English 3. Procore may use and document software workarounds such as manual approval, unique and speck software interfaces, or other mutually agreed upon workarounds. For the avoidance of doubt, Procore maintains the right to reuse any Integration -related processes and Ioglc for future Integration services delivered to other Procore customers. Project Timeline Overview Phase # Phase Title Timeline, Key Initiatives + dark Breakdown Structure • Budget + Bidding 1 Financials Weeks 1-12 + Commitments + Change Events + Change Orders + Invoicing 2 Reporting& Weeks 13-18 + 360 Deporting Analytics • Analytics procore,com 1 5 Docualgn Envelope ID: 94CF08DO-COF2-4638-A813Ew-Ba75D9DOOD3D 3 Rollout Weeks 19-24 • End User Training 4 Optimization Weeks 25-30 + Configuration Refinement • SOP Refinement included Project Documentation The following are considered in scope for this SOW: 1. Implementation Project Plan 2. Project Schedule 3, Risks, Actions, Issues, and Decisions (RAID) Log 4. Project Progress Report 5. Alignment Call Presentations, fleldsets) a. Documentation of changes made with reference to business requirements 6. Project Progress Dashboard 7. Rollout Planning Guide 8. Virtual End User Training Agenda and Recording 9, FAQ Documents a, Up to one (1) FAQ document per Procore product line with anticipated and/or asked questions from training sessions 10.. Lessons Learned Report a. Compilation of successes, challenges, and recommendations for future roliouts or iterations 11. End -User Survey Summary a. Report with user satisfaction ratings, pain points, and actionable recommendations PROJECT FEES Service Hourly Rate Hours Fee in USU Project Management $200 24 $4,800 Consulting $275 28 $7,700 Configuration $275 10 $2,750 Virtual Training $275 a $2,200 Analytics $200 40 $8,000 Standard Operating Procedure Development $275 8 $2,200 Custom Solutions $200 10 $2,000 TOTAL 128 $29,650 The above breakdown(s) of cost allocation represents Procore's best estimate of resource effort per service type. This breakdown may be revised by Customer and Procore's mutual agreement should service needs change during the course of the project, procore.com 1 6 Docusign Envelope ID: 94CFD8DO-CBF2-4638-A8BE-BB75D9D06D3D Unless mutually agreed upon in writing, all services within this SOW will be delivered within typical business hours for the designated Procore Project Manager. For purposes of clarity, typical business hours are exclusive of holidays recognized where the assigned Project Manager is located. Customer's expected project timeline is six (6) months from the project alignment call and/or mutually agreed upon project start date (the "Project Start Date"). The Project Start Date shall be no more than thirty (30) days from the Service Start Date. Services shall remain valid between Service Start Date and Service End Date specified in the Order Form, or for twelve (12) months from the Service Start Date, whichever occurs first. PRICING AND PAYMENT TERMS Work performed against thfs Statement of Work (SOW) will be billed in advance of commencement of the work, a fee of $29,650 for up to 128 hours per the pricing table above. Payment will be due in accordance with the Order Form. All fees are in USD. LEGAL TERMS AND CONDITIONS This SOW is also governed by the Procore Subscription and Services Agreement ("Agreement"), as well as the Procore Data Protection Addendum ("DPA"), as executed by Customer. In addition, purchase and use of the Configuration Services described herein are governed by this SOW, Agreement, the DPA, and the Supplemental Terms for Configuration and Data Population Services found at https: www.procore.com/legal/configuration-services-supplemental-terms. Customer acknowledges and agrees that Procore may transfer and process data to and in the United States and anywhere else in the world where Procore, its Affiliates, or its Subprocessors maintain data processing operations. Subject to the terms of the DPA, Procore may appoint additional Subprocessors as described in this SOW beyond those Subprocessors designated in the DPA if required to provide the services described herein. Intellectual Property Any and all intellectual property and/or technology ("IP") that is created in connection with this SOW by Procore shall be deemed "Services" as defined in the Agreement and owned solely by Procore. Procore hereby grants Customer the non-exclusive right to use any custom report, and dashboard structures solely for its internal business purposes during the term of the Agreement. Procore hereby grants Customer the non-exclusive right to use any custom forms, tools and workflows solely for its internal business purposes during the term of the Agreement. procore.com 1 7 Docusign Envelope ID: 94CFDBDO-COF2-4638-Aal3E-BB75D9DOBD31] APPENDIX A - Roles and Responsibilities Procore Roles 1. project Manager ("PM'o a. Oversees the project, coordinates resources, and ensures timely delivery of project dellverables 2. Business Consultants (also referred to as "Strategic Product Consultants° or "SPCs") a. Provide consultation and training. Responsible for the delivery of Consulting Services, Virtual Training Services, Configuration Services, and SOP Creation Services. 3. Technical Consultants a. Analytics Implementation Specialist (a) I. Set up and connect the Procore Analytics product. II. Manage the development of customized Analytics reports and/or dashboards b. Custom Solutions Speclalist(s) i. develop customized PDF exports for the following Procore tools: Submittals, Correspondence, Change Events, Change Orders, Commitments, Invoices, and Prime Contracts. Customer Rapes 1. Executive Sponsor a. Attend Implementation Planning meetings and Implementation Progress meetings b. Provide internal communication on software selection decision, rollout strategy, and timelines. c. Act as escalation point for outstanding Implementation decisions. 2. Implementation Speciallst(s) a. Coordinate the Implementation schedule with the Procore Project Manager. b. Track progress and completion of Implementation and rollout tasks alongside Procore Project Manager. c. Attend all Implementation -related meetings and assist in the coordination with the Customer Procore Committee for these meetings. d. Act as the main points of contact for training questions from Internal employees and will be responsible for escalating issues to Procore, if needed. e. Participate in standardizing Customer's Procore operating procedures and maintain any associated documentation. f. Manage ongoing rollout of Procore to Customer projects. g. Make appropriate personnel available to assist Procore in the timely performance of Its responsibilities, h. Provide access for the approved Procore administrators to engage Customer's Procore account as a "Company AdmIW role. €. Provide written instructions to Procore personnel for any Procore Remote Admin Serv€cos ("RAS") to be conducted. j. Obtain and provide applicable Information, data, consents, or decisions within the Customer's organization In a timely manner as required by Procore to perform the Services. k. Make the accurate data, materials, and resources available In a timely manner for the execution of the Services. I, Limit the access to Customer systems, Customer information contained in such systems, and Customer's service providers to only that which Is necessary for performance of the Services, provided that in no event will Procore will incur any Ilablllty with respect to Its access to such systems, providers, or data, m. Be responsible for providing timely responses to any needed clarifications on the scope of work to be delivered. n. Review and approve all configuration changes and data entered by Procore personnel In Customer's account, in no event will Procore be responsible for approved configuration changes and data entered at the direction of Customer. procore.com 1 8 Docuslgn Envelops ID: 94CFDBDO-COF2.4638-A6BE-BB7BD9D06173b a. Power User(s) a. Participate In first projects selected for use in Procore, b. Provide feedback and insight into current project operating procedures and future Procore standard operating procedures. c. Function as a Subject Matter Expert ("SMF") for their project tesm(s), region(s), and role. Customer Requirements and Dependencies The Customer is an active participant in the implementation for the duration of the process in order to facilitate the delivery of the Services In this SOW. Customer personnel must be available as needed to complete the outlined responsibilities above, If Customer resources are not available as needed, or there are organizational changes, it will negatively impact the delivery of services included In this SOW. The Customer resource time commitment will vary based on the complexity of the requirements and desired timeline. Timeline noted In this SOW is for Customer's convenience and is subject to change as the project progresses, The project is a joint effort between Procore and Customer, provided by Procare in accordance with the hours set out In the Project Fees section below. The timeline is contingent on Customer's cooperation and commitments as set out in this SOW. Pr000re does not guarantee that Procore tools will be fit for Customer's particular purpose. Time is not of the essence for any time, date, or period specified In this SOW. All times, dates, or periods set out In this SOW, are estimates only and contingent upon the Customer meeting all of Its obligations under this SOW and the Agreement (Inciuding but not limited to any payment obligations). procore.com 1 9 ACOR" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/27/2025 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 Woodruff -Sawyer & Co. 2 Park Plaza, Suite 500 Irvine, CA 92614 CONTACT NAME: WS Certificates PHONE FAX A/C No Ext : 844-972-6326 A/c, No): ADDRESS: certificates@woodruffsawyer.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Federal Insurance Company 20281 INSURED PROCORE-01 Procore Technologies, Inc. 6309 Carpinteria Ave. INSURERB: Chubb National Insurance Company 10052 INSURERC: Vigilant Insurance Company 20397 INSURER D: Pacific Employers Insurance Company 22748 Carpinteria, CA 93013 INSURER E : Lloyds Of London INSURERF: QBE Specialty Insurance Company11515 COVERAGES CERTIFICATE NUMBER:919470351 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 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 ADDL I SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 36085196 7/14/2025 7/14/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea or $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY � ECT � LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 73643846 7/14/2025 7/14/2026 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Comp Ded / Coll Ded $ 1,000 A X UMBRELLA LIAB X OCCUR 56723213 7/14/2025 7/14/2026 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B C D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE 71840303 - AOS 71840304 - FL 71840305 - NJ NY WI 7/14/2025 7/14/2025 7/14/2025 7/14/2026 7/14/2026 7/14/2026 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? MN NIA E.L. DISEASE- EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ 1,000,000 E Primary Cyber/E&O 01 MRCT000015003 7/14/2025 7/14/2026 Limit/Dad $5M / $250K F D 1st Excess Cyber/E&O 2nd Excess Cyber/E&O 130007614 NPL006696504 7/14/2025 7/14/2025 7/14/2026 7/14/2026 Per Claim/Aggregate: Per Claim/Aggregate: $5M xs $5M $5M xs $10M DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, its City Council, officers, officials, employees, agents, and volunteers are included as Additional Insured as respects General Liability on a Primary and Non-contributory basis with a waiver of subrogation to the extent provided in the selected pages of the attached forms. Tu Tran Digitally signed byTu Tran Nguyen Nguyen \, Date: 2025,10.27 10:33:11-07'00' APPROVED By Tu Tran Nguyen at 10:31 am, Oct 27, 2025 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Emily Ho, Public Works Agency 20 Civic Center Plaza, M-93 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 � 5 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Munich RE Endorsement Form No: MCYT5100423 Policy Number: 01MRCT0000150-03 Named Insured: Procore Technologies, Inc. Effective Date: 7/14/2025 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. Waiver of Subrogation (Limited) Policy Section VII. Conditions I. Subrogation does not apply when the Insured has any rights of recovery against the above -scheduled third party. The Insurer will not maintain and hereby waives any rights of recovery against the below -scheduled third party pursuant to Policy Section VII. Conditions I. Subrogation. For the avoidance of doubt, this waiver of subrogation endorsement applies only to First Party Insured Events first discovered by an Insured during the Policy Period as well as Network Security and Privacy Insured Events or Media Insured Events where any act, error or omission took place, in whole or in part, on or after the Policy's Retroactive Date. Schedule: City of Santa Ana, its City Council, Officers, Officials, Employees, Agents, and Volunteers 20 Civic Center Plaza, M-93 Santa Ana, CA 92701 All other terms, conditions and exclusions of this Policy remain unchanged. By: Date Issued: 10/27/2025 Authorized Coverholder Munich Re Specialty Group Insurance Services, Inc. Binding Authority No.: B 1097AB1251018 withdrawn). The Insurer will not be liable for any such settlement, assumed obligation, voluntary payment, admitted liability, confessed judgment. The Insurer will have the right to make investigations and conduct negotiations and, with the consent of the Insured, enter into settlement of any Claim or Regulatory Claim as the Insurer deems appropriate. If the Insured refuses to consent to a settlement then, subject to the Limits of Liability, the Insurer's liability for such Claim or Regulatory Claim will not exceed: The amount for which such Claim or Regulatory Claim could have been settled plus Claim Expenses up to the date the Insured refused to settle; plus 80% of any Damages, Regulatory Damages, PCI DSS Damages and/or Claim Expenses in excess of clause (a) above, incurred in connection with such Claim or Regulatory Claim. The remaining Damages, Regulatory Damages, PCI DSS Damages and/or Claim Expenses will be borne by the Insured at its own risk. 2. Cooperation The Insured must cooperate with the Insurer in all investigations and must render all assistance as reasonably requested by the Insurer. Upon the Insurer's request, the Insured shall assist in making settlements and in enforcing any right of contribution or indemnity against any person or organization and assist in giving evidence and obtaining the attendance of witnesses. 3. Risk Mitigation The Insured will take all reasonable steps to limit and mitigate any loss arising from any First Party Insured Event, Claim or Regulatory Claim for which coverage may be or is sought under this Policy, including in the event the Insured experiences a Cyber Attack and a member of the Control Group makes the decision voluntarily shut down the Insured's Computer System with the reasonable belief that such voluntary shutdown will mitigate potential or actual First Party Loss. The Insured will do nothing which in any way increases the Insurer's exposure under this Policy or in any way prejudices the Insurer's potential or actual rights of recover. I. SUBROGATION If any payment is made under this Policy and the Insured has any rights of recovery against any third party, then the Insurer will maintain such rights of recovery to the extent of such payment made under this Policy. The Insured will execute and deliver all instruments and do whatever else may be necessary to secure such rights. The Insured will do nothing to prejudice such rights. If the Insured does prejudice such rights, then the Insurer is released from its liability to make payments under this Policy. Page 26 of 30 Munich RE Munich Re Specialty Form No: MCYT2000222 Copyright Cc,2022 Munich Re Syndicate. All Rights Reserved. In the event of subrogation recoveries, any recovery will be monies recovered (including but not limited to fees, expenses, or interest) shall be distributed to the Insurer and the Insured in the following order: a. First, to the Insurer and/or the Insured for subrogation expenses in the same proportion as each has paid in subrogation expenses; b. Next, recovery shall be divided between the Insurer and the Insured in the same proportion as each has borne or paid for the underlying loss. The portion of the loss borne by the Insured shall include only the Deductible; and c. Any additional amounts recovered will be paid to the Insured. J. OTHER INSURANCE This Policy will apply excess of any other valid and collectible insurance available to an Insured, including any deductible or self -insured retention thereof, unless such other insurance is written specifically to be excess insurance over the coverage provided by this Policy. K. MERGERS AND ACQUISITIONS 1. Takeover of the Named Insured If during the Policy Period any of the following occur, then this Policy will continue in full force and effect but only with respect to Claim and Regulatory Claim under the third party liability Insuring Agreements for a Network Security and Privacy Insured Event, Media Insured Event, Privacy Breach or Security Breach, committed or occurring before such following event: a. The acquisition of the Named Insured, or for substantially all of its assets, by another entity, or the merger or consolidation of the Named Insured into or with another entity such that the Named Insured is not the surviving entity; b. The appointment of a receiver, conservator, trustee, liquidator, or any similar official, for or with respect to the Named Insured; or c. The obtaining by any person or entity, or affiliated group of persons or entities of the right to elect, appoint, or designate at least 50% of the directors or trustees of the Named Insured. After such event this Policy may not be cancelled regardless of Condition I. and the entire premium will be deemed fully earned. 2. Acquiring a Subsidiary If during the Policy Period the Named Insured acquires Control of any entity, and at the time of the transaction the revenues of the new entity exceeds 15% of the total gross revenue of the Insured Company prior to the acquisition as reflected in the most recent financials, then the following shall apply: Page 27 of 30 Munich RE Munich Re Specialty Form No: MCYT2000222 Copyright Cc,2022 Munich Re Syndicate. All Rights Reserved. C H U B B® Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance JULY 14, 2025 TO JULY 14, 2026 JULY 1, 2025 36085196 Procore Technologies, Inc. FEDERAL INSURANCE COMPANY Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by 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. Additional Insured - Scheduled Person Or Organization continued Form 80-02-2367(Rev. 5-07) Endorsement Page 1 CHUBB" Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized 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° Liability Insurance Endorsement Policy Period JULY 14, 2024 TO JULY 14, 2025 Effective Date JULY 142024 Policy Number 36085196 Insured Procore Technologies, Inc. FEDERAL INSURANCE COMPANY Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY EMPLOYEE BENEFITS ERRORS OR OMISSIONS Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance - If you are obligated, pursuant to a written contract or agreement, to provide the person or Primary, Noncontributory organization described in the Schedule (that is also included in the Who Is An Insured section of this Insurance - Scheduled contract) with primary insurance such as is afforded by this policy, then this insurance is primary and Person Or Organization we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations described in the Who Is An Insured section of this contract and that you are obligated, pursuant to a written contract or agreement, to provide with primary insurance as is afforded by this policy, but only to the minimum extent required by such contract or agreement. All other terms and conditions remain unchanged. Authorized Representative Q -_fl 'k—, �a Liability Insurance Conditions - Other Insurance - Primary, Noncontributory Insurance - Scheduled Person Or Organization last page Form 80-02-2653 (Rev. 7-09) Endorsement Page 1 Policy no.: 36085196 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Form 80-02-2000 (Rev. 4-01) Contract Page 24 0132 C H U B B° General Liability Conditions Other Insurance D. that is insurance: (continued) 1. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and • of all deductible and self -insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary, premiums shown with an asterisk (*) are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary, premiums may be designated as estimated premiums elsewhere in this policy. In that case, these premiums will also be subject to audit, and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance, and any rights or duties specifically assigned in this insurance to the first named insured, this insurance applies: • as if each named insured were the only named insured; and • separately to each insured against whom claim is made or suit is brought. Liability Insurance Form 80-02-2000 (Rev. 4-01) Contract Page 23 of 32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. 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 07/14/2025 Insured Procore Technologies, Inc. Insurance Company Federal Insurance Company WC 00 03 13 (Ed. 4-84) © 1983 National Council on Compensation Insurance. Countersigned By Insured Copy