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HomeMy WebLinkAboutVENTIV TECHNOLOGYINSURANCL ON FU WORK MAY PROCEED UNi'IL INSURANCE EXPIRES �_— �—,.e._._w. CLER�K CF CCUNCIt py DATE; ?2-10—L� CONSULTANT AGREEMENT A-2014-241 THIS AGREEMENT, made and entered into this 16`� day of September, 2014 by and between Ventiv Technology Inc. f(k/a Aon eSolutions, Inc., a California corporation, (hereinafter "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 (hereinafter "City"). RECITALS A. Consultant and City entered into Agreement A 1999-003, Dated March 16, 1999, for the installation, training and maintenance of the City's Personnel Services Agency's workers' compensation liability claims software program. Subsequent agreements and extensions have provided the City with uninterrupted use of the Consultant's software program. B. City as the licensee of Software Products owned and developed by Consultant desires to continue to utilize Consultant to provide upgrades, maintenance and support of the liability and claims soil -ware programs. Consultant represents that it 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 the field of workers' compensation statutory and regulatory compliance and is able to provide upgrades, maintenance and support of both the workers' compensation and liability claims programs to keep it in compliance with statutory and regulatory changes, in a professional and timely manner. 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 Consultand shall provide services at the level as set forth in the Ventiv support Service Level, attached hereto as Exhibit B and incorporated herein by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and"charges identified in the Renewal Information sheet, attached hereto as Exhibit A and incorporated herein, by reference. The total sum to be expended under this Agreement shall not exceed $55,000.00 per year during the initial term of this Agreement. It is hereby agreed that the compensation rate for this Maintenance Agreement during any extension period shall either be the same as the current year's rate or at an increase not to exceed five percent (5%). b. Payment by City shall be made within thirty (30) 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. 3. TERM This Agreement shall commence on October 1, 2014 and terminate on September 30, 2016, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended for up to three (3) one-year periods upon a writing executed by the Consultant, City Manager and the City Attorney at the fee as set forth in Section 2, hereof. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor 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. F� JZ6YlI7f0401 Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. 6. INDEMNIFICATION Consultant agrees to and shall indemnify, hold harmless and defend the City, its officers, agents, employees, consultants, special counsel, and representatives from and against all third - party claims, demands, actions, losses, damages or expenses (including reasonable attorney's fees and court costs related to such defense) (collectively "Liabilities") arising out of or resulting from: (I) willful misconduct or gross negligence of Consultant under this Agreement; or (2) bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence of Consultant, its personnel or agents in connection with the performance of the services hereunder. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If either party receives from the other party information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information of the disclosing party 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 receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party without reference to information disclosed by the disclosing party. 8. 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 performan" of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shalt be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile 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 With courtesy copies to: and Personnel Services Agency City of Santa Ana 20 Civic Center Plaza (M-41) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647- 6994 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 Consultant: Ventiv Technology Inc. Attn: Doug Wilson Ventiv Technology Inc. 5000 Executive Parkway Suite 340 San Ramona, CA 94583 P: 770.308.5425 F: 770.308.5601 A patty may change its address by giving notice in writing to the other party. Thereafter, any communication shalt 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 telefacsimile, 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 asset forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the teens 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 Consultant. 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 neither Consultant nor 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. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, neither party may assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the other party and any such assignment, transfer, delegation or subcontract without the other party's prior written consent shall be considered null and void; provided, however, that either party hereto will have the right to assign this Agreement to another entity in connection with a reorganization, merger, consolidation, acquisitions or other restructuring involving all or substantially all of the voting securities and/or assets of the assigning party upon written notice to the non -assigning party. 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. 12. TERMINATION This Agreement may be terminated by either party upon thirty (3 0) days written notice of termination, In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation ibr 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 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 deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. In the event of termination by City, a refund equal to the remaining prorated Maintenance Agreement price (i.e.: Maintenance Agreement price paid by City divided by 12 times the number of remaining months) shall be paid to City by Consultant within 60 days. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. 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 rhay be brought or arise out of, in connection with or by reason of this Agreement. 15. 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. 16. 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 each party shall indemnify the other party fully, including reasonable costs and attorney's fees, for any injuries or damages to a party in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WiT NBSS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA °�. TAD. HUIZAR Clerk of the Council APPROVED AS TO FORM; SONIA R. CARVALHO City Ap%ey I, M Attorney WED FOR APPROVAL: atd Raya Executive Director Personnel Services Agency David Cavazos City Manager CONSULTANT ouglas Wil on — Global DiFec r, Ops 8e Adngin Tax ID# 68-0331363 EXHIBIT A Renewal Information Sheet Included Modules and Interfaces: Workers' Compensation Module General Liability Module Check Printing Module Employee Interface Bill Review Interface CA Commutation Calculator CMS Module S user licenses CXHIBIT I3 Support Service Level 1. Definitions, 1.1 "Business Hours" means the hours of 9:00am to 9;OOpm Eastern Time on all Business pays. 1.2 "C'ustomer's Support Contacts" has the meaning set forth in Section 6 of this Schedule C. 1.3 "Error" means a material failure of the applicable Software to conform to the functional specifications described in its Documentation. 1.4 "Error Corrections" means any modification, workaround, or routine intended to correct the practical adverse effect of an Error. 1.5 "Foltow-up Frequency" means the frequency of time that a support consultant will update the customer (electronically or otherwise) on the progress of commercially reasonable efforts to resolve an issue. 1.6 `Release" means a modification of the Software, normally denoted with a new number to the immediate right or left of the dechnal, which contains new features and functionality. Release does not include new products or modules of the Software for which Ventiv generally charges its customers an additional license or subscription fee. 1.7 "Response Time" means the amount of time from when the customer .properly reports an issue until a support consultant acknowledges receipt (electronically or otherwise) and initiates troubleshooting to resolve. 1.8 `Resolution Goal" means the amount of time that is set as a goal to resolve an incident. Commercially reasonable efforts will be used to meet this goal. 1.9 "Severity Level" means the impact level assigned to an issue based on the level of service degradation or loss of functionality. 1.10"Patches" means a change to the Software that may include patches, fixes, minor updates and Error Corrections, which Ventiv generally provides to its customers who receive customer support services. I Support Generally 2.1 Ventiv will provide one or more reasonable means of communication to allow Customer's Support Contacts to contact Ventiv for assistance in resolving problems with the Software ("Help Desk") in accordance with and during the hours of operation more specifically set forth in this Schedule C. The Help Desk will allow communication in accordance with the table set forth in Section 7 below. 2.2 Because Customer has no rights in the source code version of the Software, and may only use the object code version of the Software, Customer may only maintain the Software at the administrative level and then only in a manner that will not cause corruption of the code. Customer is prohibited from attempting to support the Software (either itself or through a third party) in any way that would require access to the source code of the Software or would require any reverse ongineering, reverse assembly or disassembly of the Software. Ventiv currently is the only entity authorized to support the Software at the code level and does not provide any of its customers the right to access the source code in order to support the Software. 2.3 Ventiv will provide Customer Support Services for die "current release" and "previous release" (major or minor). The "end -of --life" ("EOL") release will be eligible for emergency, external -driven interface changes with less than three (3) months' notice and defect resolution for issues of severity 1 — 3 to allow Customer to upgrade from the "EOL release" to either the "out -rent release" or the "previous release." 3. Support and Maintenance. 3.1 Services. Subject to the timely payment of the applicable Subscription Pees set forth in the Order Form, Ventiv will provide the level of support identified herein in accordance with the support descriptions set forth below. Ventiv will notify (electronically or otherwise) Customer of any changes to such support descriptions in each subsequent renewal, as applicable, No other. maintenance or support for the Software is included in this Agreement, 3.2 Fees, Subscription Fees will be due and payable in accordance with this Agreement. Subscription Fees are nonrefundable, once.paid to Ventiv. 4. Error Corrections and Patches. 4,1 As a part of the Customer Support Services, Ventiv will use commercially reasonable efforts to provide Error Corrections for all verifiable and reproducible Errors in the Software in accordance with the Agreement and this Schedule C. 4.2 Asa part of the Customer Support Services, Ventiv will provide Patches to the Software that Ventiv makes generally available to its customers who receive support services. 5. New Releases. 51 As a part of the Customer Support Sei vices, Ventiv will provide to Customer new Releases of the Software as and when developed, except for new products or modules for which Ventiv generally charges a separate license or subscription fee. Ventiv is not obligated to develop new Releases of the Software. 5.2 Ventiv will provide Customer, as pail of the Customer Support Services, with new Releases created by Ventiv as a result of a change in law or new law that directly applies to existing functionality within the Software currently offered by Ventiv. As an accommodation and not as provision of legal advice, Ventiv will take commercially reasonable efforts to promptly notify Customer in writing upon becoming aware of any material changes to any applicable law or governmental regulations that may cause the current Release of the Software not to conform to such law or regulations. Notwithstanding the foregoing, in the event that the required modifications to the Software (i) would require a material re -architecture or other significant product re -design, (ii) would require Ventiv to obtain data which is either tmavailable, or, which is only available at a material cost, or (iii) would otherwise require Ventiv to incur material expenditures (as measured against the fees charged under this Agreement), and Ventiv is not otherwise making such modifications for its other customers, then Ventiv may cease providing the affected Software in the affected jurisdiction. Customer is strongly encouraged to consult with its own attorneys and other advisors as to legal requirements in effect from time to time. 5.3 In the event that Vontiv intends to withdraw any Software from general availability for any reason whatsoever, Ventiv will provide Customer at least six (6) months prior written notice of such withdrawal. 6. Software Upgrades. 6.1 Ventiv provides utilities, scripts and documentation to enable self -hosted Customers to upgrade their own test and production environments, Ventiv hosted Customers are entitled to one (1) test and one (1) production non-compliance related upgrade per year, included in their Subscription Fee. 6.2 If the upgrade request is outside of the scope of this Agreement as indicated in Sections 6.1 through 6.2 above, Ventiv will notify the Customer to that effect and reserves the right to charge Customer at Ventiv's then current standard hourly rates, for which Customer agrees to pay Ventiv promptly upon receiving an invoice. The following are examples of upgrade requests that are available from Ventiv; (a) Customer requested test refresh database from production data in addition to the one refresh per year (Ventiv-hosted Customers only); (b) additional upgrades in test or production environments required by the Customer through no fault of Ventiv; (c) upgrade or upgrade activities requested during non -business hours; (d) request for Ventiv to perform the test and/or production upgrades for self -hosted Customers. 7. Limitations. 71 Ventiv is under no obligation to provide Customer Support Services with respect to; (a) Software that has been altered or modified by Customer or any third party; (b) Software used on a system that does not meet 1E the minimum hardware, software, operating system, mobile device, and other system and configuration requirements set forth in the Documentation or provided by Ventiv; and (c) any software not both supplied by Ventiv and identified on an Order Form. 7,2 Customer Support Services does not include rescarching Customer request's, researching and fixing anomalies caused by other vendors, making changes resulting from internal Customer business practices, enhancing system configuration and other similar tasks that are requested or required, but are outside of Ventiv's control. Causes or errors that are not attributable to Ventiv (and therefore would also be considered Additional Services) include, but are not limited to, the following: (i) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, ah - conditioning or humidity control, excessive heating; .fire and smoke damage; or causes other than ordinary use; (ii) use of the Software on equipment or rotation media other than the equipment for which such software was designed and licensed for use on; (iii) interconnection, interfacing or operation of the Software with other software products not supplied by Ventiv; (iv) operation of the Software with other media, hardware, software or telecommunication interfaces not meeting or not maintained in accordance with the manufacturer's or environmental or Ventiv's specifications; (v) improper installation by the Customer or use of the Software that deviates from any operating procedures established by Ventiv in the applicable Documentation or in environmental or manufacturer specifications, for example, virtual machine configuration; (vi) modification, customization, alteration or addition or attempted modification, customization, alteration or addition of the Software undertaken by the customer or its agents, assigns, contractors, employees or other's under the customer's control (vii) software programs made by Customer or other parties unless specifically covered in a Statement of Work between the Customer and Ventiv; (viii) Customer's failure,to implement current versions of the Software that are issued under this Agreement; (ix) introduction of data into any database used by the Software by any means other than the use of the Software; (x) failure by Customer to respond to any action plans provided by Ventiv pursuant to a support call by Customer; (xi) hoproper or incomplete ME application server administration; or (xii) improper or incomplete database administration. 7.3 If Ventiv has created a third patty interface ("Third Party Interface") to one of Customer's third party products provided by another vendor ("Third Party Product") and such vendor modifies the Third Party Product causing the Third Party Interface to stop functioning properly, then the services required to modify the Third Party Interface as a result of the changes to the Third Party Product are considered outside the scope or customer Support Services and would incur additional fees in accordance with Section 5.4 below. Services required to resolve any Customer -Created Error are outside the scope of Customer Support Services and would incur additional fees in accordance with Section 5.4 below. 7.4 If a problem reported is outside the scope of this Agreement as indicated in Sections 5.1 through 5.3 above, Ventiv will notify Customer to that effect and reserves the right to charge Customer at Ventiv's then current standard ]sourly rates, for which Customer agrees to pay Ventiv promptly upon receiving an invoice, Certain requests, such as building custom modules, database objects, reports, utilities or other complex projects ("Additional Services") may also incur additional fees beyond those associated with Customer Support Services and will be detailed in a new Order Form and Statement of Work agreed between the parties and subject to the terms and conditions of this Agreement. The following are examples of Additional Support Services that are available from Ventiv: (i) add-on data conversions; (ii) implementation for any optional software modules; (iii) supplemental training; (iv) custom reports — defining, creating, testing or troubleshooting (Ventiv will help with "how do I add a table, column, 6eid, etc." in Report Designer, but Ventiv will require a Statement of Work to help troubleshoot or clean up a modified or custom report (unless the custom report is specifically under maintenance; for example: "I tried to add to or modify my custom report and now my outstanding indemnity figures are incorrect")); (v) iVOS upgrades during non -business hours; (vi) security configuration consulting or setup; (vii) data conversion issues once transitioned from implementation to support; (viii) Ventiv database changes, such as organization changes, combining insureds, reference table changes, etc.; (ix) corrections to Customer's data, including, but not limited to, data modification for purposes ofexporting/importing tolfrom the Ventiv database; (x) database administration services (iVOS self -hosted only); (xi)12EE application administration (iVOS self -hosted only); (xii) backup and recovery consulting (iVOS self -hosted only); (xiii) performance troubleshooting outside of the application; (xiv) any hardware or software problems beyond the control of Ventiv; (xv) network changes and network performance problems (xvi) support and maintenance of custom modules that are not covered under the Customer Support Services; (xvii) custom enhancements, for example: new check printing functionality or custom -stored procedures (e,g„ p_examiner); and (xix) for NOS interfaces: (a) installation and configuration of any interface Software on hardware external to the Software server; (b) training on interfaces; (c) Customer initiated changes to the interface specification (note that Vcntiv reserves the right to modify the interface specification for future enhancements); (d) Customer changes to systems external to Ventiv that result in any failures or performance problems with the interface; or (e) bugs. in a Customer's computer software and hardware that result in interface operational failure. 7.5 The following types of requests will incur additional fees: (i (ii) performance troubleshooting outside of the application; (iii) any hardware or software problems beyond the contra] of Ventiv; (iv) Customer network changes and network performance problems; (v) training questions; and (vi) documentation requests for documents available on the portal or online help. 7.6 Support is delivered in English only, unless Customer is in a location where Ventiv has made localized support available. S. Customer Obligations. Customer will be responsible for the following: (a) reporting errors promptly; (b) providing sufficient information for Ventiv to duplicate the circumstances of a reported Software defect or duplicate the envor, as described in the Specifications, so Ventiv can duplicate the error, assess the situation, and/or undertake any needed or appropriate maintenance action hereunder; (c) designating two (2) members of its technical staff trained on the WOS product to serve as Customer's sole representatives to contact Ventiv with maintenance issues ("Customer's Support Contacts"); and (d) carrying out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures (or revisions, upgrades, enhancements, etc.) have been received fran Ventiv. 9. Horides , Ventiv provides services through its Hoipdesk as set forth in the table below, 6apport Type: Sttppart P] = 24 x 7 through Ventiv support toll free telephone number: 1-800-980-9460 P2 — 24 hours per day during the five (5) business days Wcnday throu&h Friday), excluding Ventiv holidays. P3 = During standard business hours (8:00 ant to 9;00 pm) during the five (5) business days (Monday through Friday), excluding Ventiv holida s. P4 z Monday through Friday by region (North America, APAC and EMEA) during standard business hours (8:00 am to 9:00 in), excludin Ventiv holidays, 12 HOW,' ;' Expectutigxt Exe[usiops.: Tall Free available far live Monday - Friday Live Phone Support phone phonee support 8:00am — 9:00 pin GST Ventiv Holidays (US) Emergency after normal Emergency after-hours Business Hours on-call Support support (24 hours a day, 7 24x7x365 days a week - Severity I issues only) E-mail Support Ability to contact Support Response will be end of Use live or emergency for through e-mail next Business Day Severity I 5o1C Servicc Portal Online access to ticketing Response will be end of Use live or emergency for Severity I system to report an incident. next Business Day P] = 24 x 7 through Ventiv support toll free telephone number: 1-800-980-9460 P2 — 24 hours per day during the five (5) business days Wcnday throu&h Friday), excluding Ventiv holidays. P3 = During standard business hours (8:00 ant to 9;00 pm) during the five (5) business days (Monday through Friday), excluding Ventiv holida s. P4 z Monday through Friday by region (North America, APAC and EMEA) during standard business hours (8:00 am to 9:00 in), excludin Ventiv holidays, 12 10. Incident Response for Functionality of„the , Software. The Software is designed and configured to meet minimal functionality standards as described in the Documentation and the Statement of Work. The following table illustrates the response level and resolution goal for loss of functionality of the Software, Savonty„ .. .. P3 -Minor Non-oritrcal functionality is impaired Does not have significant production impact • Performance is degraded down or l Business Day . As Agreed As Agreed current PA — General How to, training items, requests for 5 Business Days As Agreed As Agreed Request general information • Enhancement requests 11. Customer Obligations. Customer must make at least one of its two Customer Support Contacts available to work with the assigned Ventiv support resource(s) for all P1 and P2 issues, If Customer's Support Contacts are unavailable to work with Ventiv, then the issue will be lowered to a P3 issue. If an issue is considered Pl, customer must call the Helpdesk 12. Defect Resolution. Should Ventiv, in its sole judgment, determine that there is a defect in the Software, it will, at its sole discretion, repair such defect in the version of the Software that Customer is currently using or instruct Customer to install a newer version of the Software with such defect repaired. Ventiv reserves the right to provide Customer with a work around in lieu of fixing a defect should it, in its sole judgment, determine that it is more effective to do so. 13. Escalation Levels. 13 IiitlalRespodsa ' Follow-up Resolutlon Goal ClassoRcat%an _ Time ` Fre gneuey P1 - Critical Ventiv Software is completely 30 minutes during Every 60 minutes $ Business Hours inaccessible or the majority of its critical Business Hours during Business . functionality is unusable and no work Hours. After ]tours, around exists, update frequency will be mutually agreed upon. P2 - Major • One or more key features of Ventiv : 60 minutes during . One Daily Update . 5 Business Days c Software is unusable and no work around Business Hours sent during by next schedule exists. Business Hours. maintenance window; whicheve is less .. .. P3 -Minor Non-oritrcal functionality is impaired Does not have significant production impact • Performance is degraded down or l Business Day . As Agreed As Agreed current PA — General How to, training items, requests for 5 Business Days As Agreed As Agreed Request general information • Enhancement requests 11. Customer Obligations. Customer must make at least one of its two Customer Support Contacts available to work with the assigned Ventiv support resource(s) for all P1 and P2 issues, If Customer's Support Contacts are unavailable to work with Ventiv, then the issue will be lowered to a P3 issue. If an issue is considered Pl, customer must call the Helpdesk 12. Defect Resolution. Should Ventiv, in its sole judgment, determine that there is a defect in the Software, it will, at its sole discretion, repair such defect in the version of the Software that Customer is currently using or instruct Customer to install a newer version of the Software with such defect repaired. Ventiv reserves the right to provide Customer with a work around in lieu of fixing a defect should it, in its sole judgment, determine that it is more effective to do so. 13. Escalation Levels. 13 Severity::taiesealatdn;wttittulhe,fnllowingtptaefrattes. Support 1 suets P] - Critical State I 1 Business Hour State 2 2 Business Hours State 3 8 Business Hours P2 — Major State 1 4 Business Hours State 2 8 Business Hours State 3 12 Business Hours P3 — Minor State l When agreed resolution time is not met. 14 A� j`� CERTIFICATE OF LIABILITY INSURANCE 10/24/2014 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 8Y THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must he endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this centificets does not confer rights to the certificate holder In lieu of such endomement(s). PRODUCER Equity Risk Partners, Inc, License No. OD21146 456 Montgomery St, Suite 1600 San Francisco CA 94104 CONTACT Partners Service GroUp PHONE . (415)874-7168 FAX Ntj.(41$)074-7170 'r'lAl�$$,PegEquityrisk.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Travelers Indemnity Co, of Am 25666 INSURED Vantiv Technology Inc. 3350 Riverwood Parkway Suite 60 Atlanta GA 30339 INSURERB:Traveler6 Indemnit Co. of CT 25662 INSURERC.Travelers Prop. Casualty of Am 25674 INSURER D: INSURERE: NSURERIF COVEKAGES GERrIFICAT'E NUMBER:CL149215172 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, INR TYPE OF INSURANCE AUDL BR PO E POLICY EFF MM OpYEXp LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR 309E758405 /29/2014 /29/2015 EACH OCCURRENCE $ 1'000,000 GE REMO $ 300,000 MED E(P AT one mon) $ 10,000 PERSONAL B ADV INJURY $ 1,000,000 GCNERALAGGREGATE $ 2,000,000 GEKLAGGREGATELM9TAPPLIES POLICY PER PRO- LOC PRODUCTS - CAMPIOPAGG $ 2,000,000 $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED No AUTOS X HIREDAUTOS Y' AUTOSWNED E766046 /29/2014 /29/2015 OMBINED SINGLE 1,000,000 BODILY INJURY(Perpereen) $ BODILY INJURY (Per accident) $ Pegg tDAMAGE $ Dedun ble: Com Colliston $ 100/500 C X UMBRELLA UAB EXCESS UAB [9 OCCUR CLAIMS4IADE =29E758405 /29/2014 /29/2015 EACH OCCURRENCE $ 10,000'000 AGGREGATE $ 10,000,000 ED I X I RETENTIONS 10,OOC $ C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTME VIN OFFICEWMEMSER EXCLUDED? (Mandatory in NH) If Yes tlescdbeunder D SLtRiFTION OF OPE TIONS below NIA OS260676 /29/2014 /29/2015 X We S A - I OTHTORY 1-IMITE; - E.L. EACH ACCIDENT $ 1 000 000 E.L. DISEASE -EA EMPLOYEd$ 1 000 000 EL. DISEASE - POLICY UMIT I $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AMCbACORDdei,Add!Uonal Remarks SCMula,#maespace Isr ulrem Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Evidence of Insurance ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Anthony Maxcon/MARTS ACORD 25 (2010105) U 1988.2010 ACORD CORPORATION. All rights rese INS0251pnimmm Th. ArnPn Ar!nan a`ea R CERTIFICATE OF LIABILITY INSURANCE DATE' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must he 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 endorsemen s . PRODUCER Equity Risk Partners, Inc. License No. OD21146 456 Montgomery St, Suite 1600 San Francisco CA 94104 NA Partners Service Group PNONE (415)874-7168 F No,(4151879-7170 o RIE .p eg0equityrisk.com INSURER(S) AFFORDING COVERAGE NAIC0 INSURER A:Travelers Pro Casual of Ame 25674 INSURED Ventiv Technology Ina. 3350 Riverwood Parkway Suite BO Atlanta GA 30339 INSURER B: INSURERC: ._....._.-� INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:CL1411516815 REVISIONNUMBER: 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. MSR TYPE OF INSURANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN UBR POLICY NUMBER POLI EFF P LI MP LIMITS AUTHORIZED REPRESENTATIVE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F-IOCCUR Anthony Marcon/MARTM EACH OCCURRENCE $UMAGETORENTED _ r nce)`-` $ - ^} MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GENERALAGGREGATE $ GENL AGGREGATE POLICY LIMIT APPLIES PER PRD- LOC PRODUCTS-COMP/OPAGG $ $ AUTO MOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS N OWNED HIRE) AUTOS AUTOS 51NZO Ea t GLEI T BODIUY INJURY( Per Person) S BODILY INJURY (Per aoaltlent) $ PROPERTY DAMAGE $ Pe 'd $ UMBRELLA DAB EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEWEJ(ECUTNE Y OFFICERIMEMBER EXCLUDED? (Man awry In NH) WyedRescdbe under D DESCRIPTION OF OPERATIONS below NIA I TWO STA7 - OTH- 1. E.LEACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ FL. DISEASE -POLICY LIMIT I $ A Errors 6 Omissions (Cyber Liability) PL31M130061413 /29/2014 /29/2015 Aggn:gate Limit $Sr0b0rD00 DCBCRIPTIONOPOPERATIONSILOCATIONSIVEHICLES (Attach ACORD 101,Additional Remade Schedule, If morespace is required) Evidence of Insurance reorrerrATF HOLDER rANCFLLATION ACORD 25 (2010/05) INSn2S e>AinNm M 01988.2010ACORD CORPORATION. All rig ' Ived fp' Thn aanpna.e..v..ri lnr.n s.e re.,l�+oron,.,��4a r,P Arnnn Gjy f/I/U! SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Evidence of Insurance AUTHORIZED REPRESENTATIVE Anthony Marcon/MARTM ACORD 25 (2010/05) INSn2S e>AinNm M 01988.2010ACORD CORPORATION. All rig ' Ived fp' Thn aanpna.e..v..ri lnr.n s.e re.,l�+oron,.,��4a r,P Arnnn Gjy f/I/U! CERTIFICATE OF LIABILITY INSURANCE ATE (MMIDDNM D9/23/2015 ) 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 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 Equity Risk Partners, Inc. License No. OD21146 456 Montgomery St, Suite 1600 San Francisco CA 94104 NDMEADT Partners Service Group PHONE (415) 874-7168 FAX No. (415)874-7170 noDalESS:Ps4@equityrisk.com INSURERS AFFORDING COVERAGE NAICIt INSURER A:Travelers Indemnity Cc of America 25666 INSURED Ventiv Technology Inc. 3350 River'wood Parkway Suite 80 Atlanta GA 30339 INSURER B:Travelers Indemnity CO of CT 25682 INSURER C:Travelers Prop/Casualty Prop/Casualtyof Ame 25674 INSURER D: INSURER E: A INSURER F: COVERAGES CERTIFICATE NUMBER:CL159118563 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 SUBIR POLICY NUMBER POLICY EFF IMMIDDIVYYY1 POLICY EXP (MMIDDIYfYY1LIMITS Anthony Marcon/MARTM ' X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE 1XI OCCUR RENTED 300,000 PREMISES o currence $ (Eit MED EXP (Any one person) $ 10,000 6309E758405 8/29/2015 8/29/2016 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑PRO- JECT D LOC PRODUCTS - COMP/OP AGO $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per person) $ E ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS RA 9E76 6098 8/29/2015 8/29/2016 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X NON -OWNED HIRED AUTOS X AUTOS Deductible: Com /Colllsion IS 100/500 XUMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 C EXCESS LIAB CLAIMS -MADE DED I X I RETENTION 10,000 $ HBNCUP9E758405TIL15 8/29/2015 8/29/2016 WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY YIN X OTH- STATUTE ER ANY PROPRIETORIEXCLUDRIEXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 C (MandatoryOFFICEWMEMBER EXCLUDED? ❑ NH) (Mss, NIA HOUHOE26087615 8/29/2015 8/29/2016 E.L. DISEASE - EA EMPLOYE $ 1,000,000 describe 0 yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Errors 6 Omissions Various 8/29/2015 8/29/2016 Aggregate Limit: $25,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Re: Ventiv Technology Inc., 3350 Riverwood Parkway, Suite 80, Floor 5th, Atlanta, CA 30339 CERTIFICATE HOLDER CANCELLATION © 1988-2014 ACORD CORPORATIONAll rjew4wved��, ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Ivi, / t �('S' INS02512m4n11 N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza, M-30 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Anthony Marcon/MARTM ' © 1988-2014 ACORD CORPORATIONAll rjew4wved��, ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Ivi, / t �('S' INS02512m4n11 N COMMENTS/REMARKS Additional Named Insured: Ventiv Technology, Inc. Ventiv Technology Companies, Inc. US Apple Holdco, LLC Ventiv Technology Group International, LTD. Ventiv Technology Netherlands B.V. Ventiv Technology Australia, PTY. LTD. Ventiv Technology Germany GMBH Ventiv Global Technologies, LTD. Ventiv Technology Australia PTY LTD (Hong Kong) Ventiv Enterprises, LTD. Excess Errors & Omissions: $10.0 million primary Travelers Property & Casualty Co. of America Policy Number: 31M13006 Effective Date: 8/29/15 - 8/29/16 $10.0 million excess $10.0 million RSUI Policy Number: LHZ753113 Effective Date: 8/29/15 - 8/29/16 $5.0 million excess $20.0 million XL Policy Number: MTE9031313 Effective Date: 8/29/15 - 8/29/16 OFREMARK COPYRIGHT 2000, AMS SERVICES INC. VENTTEC -02 SENGUPTASU DATE (MMIDD /YYYY) CERTIFICATE OF LIABILITY INSURANCE 7112/2016 THIS CERTIFICATE IS ISSUED AS 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 be endorsed. If SUBROGATION IS WAIVED, subjecito 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 IxharAC•r Willis Towers Watson Certificate Center NAME: Willis of Texas, Inc. PHONE 877 945 -7378 - FAX c/o 26 Century Blvd (AIC„ No, Ext). ( ) JWC, No): (888) 467 -2378 P.O. Box 305191 AIDD E-MAIL. Nashville, TN 37230 -5191 Air /ORES certificateswillis.com COVERAGES _ CERTIFICATE NUMBER: REVISION NUMBER: THIS I5 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, IN: R I 1111. 'ADOLISUBR 1111. POLICY, EFF ( POLICY EXq� _.. 1111. 1111 1111.. ...La rd - ..... -4t`9.'I�,.NW'�Tt,� 1111.. �.... 1111 ............ ..,,. ... -- __.. ,. _... - EACH ....... S CLAIMS-MADE Y SURXNO� C;L`U6& 1 X 1 X 360335 J2 POLICY NUMBER 105/1y1�120YY) ,o�NIP1.tXryY"3"Y9 LIMIT ------ 1111...-- - --- A X.. COMMERCIAL GENERAL LIABILITY $, 1,000,000! (DAMnTr TO RI NTI.I) 1,000,000 1 - -_ -1 f _4?lil MO Ia; (E ;q ocrowremoe) $1111 1111... _... 16 05/11/2017 l RAE D EXI' (Any one personp $ 10 000 PI RSONAI.. & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GI IgER:AI.. AGGREGA FE $ 2,000,000 X POLICY PR'3. LOC 1 PRODUC I S CONAIFVOl Ar < $ 1,000,000 JLC. "I' OTHER $ _ AUTOMOBILE LIABILITY GJIM8TIIiEJe'$INr".'LLkfhW161 $ 1,000,000 (Ea dr ritB Wi °oI) A ANY AUTO 73593885 05/11/2016 05/11/2017 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per eccddemt) AUTOS I AUTOS X X NON OWNED PROPER v,, DANIAG $ HIRED AUTOS 1111... ,... ... —.. ........ l AUTOS....... 11...11 ......... $ X UMBRELLA LIAB X Occuisg z ( EACH OCCURRENCE $ 10,000,000 I1111.. 1111... B EXCESS LIAB CI AIM MADE 79895906 05/11/2016 05/11/2017 AGGREGAFIs $ 10,000,000- DFDRETENTIONS 1111. ! ... _ 1111.._ - .....1...- - . "---1111. ....,,w ,a. �°..... 111.................... „............... .....,,,.,, WORKERS=.._._ 1111 _ „ . ......... ..............____.________ C IANYDPROPRIIEEOR /PAR NOR /EXECUTIVE YIN - 71754946 05/11/2016 05111/2017 I.� Pc�plAcclr:p NT I $ 1,000,000 X alru OFFICER /MEMBER EXCLUDED? I N N/ A 1 ,000,000 (Mandatory In NH) E L DISEASE - EA EMPN OYEE') $ If yyes, describe under !DESCRIPTION OF OPERATIONS below i E L CM EASE • G "TPLJCY LIMIT $ 1 ,000,000 ......... ...m. .. __. - -` --- ----- - --- -- ..- -- ---- ,- . .... _ D Primary Cyber E &O G25543518001 0511112016 05/11/2017 !Limits, 15,000,000 E Excess Cyber E &O 596694963 05/11/2016 1 05/11/2017 Limit: 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Santa Ana and its officers, employees, agents and volunteers are included as additional insureds in regards to their General Liability policy as required by written contract. A Waiver of Subrogation applies in favor of City of Santa Ana and its officers„ nmiployees„ a ents and volunteers with respect to the General Liability policy, as required by written contract. 9 d Additional Named Insured: Ventiv Technology, Inc, lz"l Ventiv Technology Companies, Inc. ,rl SEE ATTACHEDACORD101,T� - - -� ... N ..� � t G7L,it�lf";!a D cAN E , CERTIFICATE HOLDER CA_N CANCELLATION ._.,�..,m SHOULD CE ... . ULD ANY OF THE ABOVE L ", � CJ�r THE EXPIRATION DATE Tf9EIEOF, NOTICE IL.L BE EL.IVE'R'.D ACCORDANCE WITH THE POLICY PROVISIONS, _. ......... ....................... ......... ... . AUTHORIZED REPRESENTATIVE City of Santa Ana r' 20 Civic Center Plaza, M- 30•�°-- (Santa Ana. CA 92701 n _ —. .............� ........... ©.... --- ---------- 1988 -2014 ACORD CORP .. ORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Great Northern Insurance Company 20303 INSURED INSURER B: Federal Insurance Company '20281 Ventiv Technology, Inc. INSURER C: Chubb Indemnity Insurance Company 12777 227 W. Monroe Street INSURER D: Illinois Union Insurance Company 27960 Chicago, IL 60606 INSURER E; Continental Casualty Company 20443 ......... ......... 1111... ........ INSURER F ; COVERAGES _ CERTIFICATE NUMBER: REVISION NUMBER: THIS I5 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, IN: R I 1111. 'ADOLISUBR 1111. POLICY, EFF ( POLICY EXq� _.. 1111. 1111 1111.. ...La rd - ..... -4t`9.'I�,.NW'�Tt,� 1111.. �.... 1111 ............ ..,,. ... -- __.. ,. _... - EACH ....... S CLAIMS-MADE Y SURXNO� C;L`U6& 1 X 1 X 360335 J2 POLICY NUMBER 105/1y1�120YY) ,o�NIP1.tXryY"3"Y9 LIMIT ------ 1111...-- - --- A X.. COMMERCIAL GENERAL LIABILITY $, 1,000,000! (DAMnTr TO RI NTI.I) 1,000,000 1 - -_ -1 f _4?lil MO Ia; (E ;q ocrowremoe) $1111 1111... _... 16 05/11/2017 l RAE D EXI' (Any one personp $ 10 000 PI RSONAI.. & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GI IgER:AI.. AGGREGA FE $ 2,000,000 X POLICY PR'3. LOC 1 PRODUC I S CONAIFVOl Ar < $ 1,000,000 JLC. "I' OTHER $ _ AUTOMOBILE LIABILITY GJIM8TIIiEJe'$INr".'LLkfhW161 $ 1,000,000 (Ea dr ritB Wi °oI) A ANY AUTO 73593885 05/11/2016 05/11/2017 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per eccddemt) AUTOS I AUTOS X X NON OWNED PROPER v,, DANIAG $ HIRED AUTOS 1111... ,... ... —.. ........ l AUTOS....... 11...11 ......... $ X UMBRELLA LIAB X Occuisg z ( EACH OCCURRENCE $ 10,000,000 I1111.. 1111... B EXCESS LIAB CI AIM MADE 79895906 05/11/2016 05/11/2017 AGGREGAFIs $ 10,000,000- DFDRETENTIONS 1111. ! ... _ 1111.._ - .....1...- - . "---1111. ....,,w ,a. �°..... 111.................... „............... .....,,,.,, WORKERS=.._._ 1111 _ „ . ......... ..............____.________ C IANYDPROPRIIEEOR /PAR NOR /EXECUTIVE YIN - 71754946 05/11/2016 05111/2017 I.� Pc�plAcclr:p NT I $ 1,000,000 X alru OFFICER /MEMBER EXCLUDED? I N N/ A 1 ,000,000 (Mandatory In NH) E L DISEASE - EA EMPN OYEE') $ If yyes, describe under !DESCRIPTION OF OPERATIONS below i E L CM EASE • G "TPLJCY LIMIT $ 1 ,000,000 ......... ...m. .. __. - -` --- ----- - --- -- ..- -- ---- ,- . .... _ D Primary Cyber E &O G25543518001 0511112016 05/11/2017 !Limits, 15,000,000 E Excess Cyber E &O 596694963 05/11/2016 1 05/11/2017 Limit: 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Santa Ana and its officers, employees, agents and volunteers are included as additional insureds in regards to their General Liability policy as required by written contract. A Waiver of Subrogation applies in favor of City of Santa Ana and its officers„ nmiployees„ a ents and volunteers with respect to the General Liability policy, as required by written contract. 9 d Additional Named Insured: Ventiv Technology, Inc, lz"l Ventiv Technology Companies, Inc. ,rl SEE ATTACHEDACORD101,T� - - -� ... N ..� � t G7L,it�lf";!a D cAN E , CERTIFICATE HOLDER CA_N CANCELLATION ._.,�..,m SHOULD CE ... . ULD ANY OF THE ABOVE L ", � CJ�r THE EXPIRATION DATE Tf9EIEOF, NOTICE IL.L BE EL.IVE'R'.D ACCORDANCE WITH THE POLICY PROVISIONS, _. ......... ....................... ......... ... . AUTHORIZED REPRESENTATIVE City of Santa Ana r' 20 Civic Center Plaza, M- 30•�°-- (Santa Ana. CA 92701 n _ —. .............� ........... ©.... --- ---------- 1988 -2014 ACORD CORP .. ORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD The ACORD name and logo are registered marks of ACORD