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Home My WebLink AboutTHIRDWAVE CORPORATION (2) - 2016INSURANCE ON FILE WORK MAY PROCEED UNTIL IN,3t RANCF EXPIRE$ CLERK OF COUNCIL DATE: MAY 0 9 2016 oil CONSULTANT AGREEMENT A-2016-053 THIS AGREEMENT is made and entered into ibis 5"' day of April 2016, by and between ThirdWave Corporation ("Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). 3 RECITALS s� A. The City desires to retain a Consultant having special skill and knowledge to develop a Digital Records Management Needs Assessment, and Implementation Plan for the Public Works Department, if possible implementation on a city-wide Cb basis. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its held and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant with Roy Hernandez acting as Project Manager, shall perform those services as set forth in the Exhibit A and incorporated by reference to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services the rates and charges identified in. Exhibit B and incorporated by reference to this Agreement. The total sum to be expended under this Agreement shall be Seventy Four Thousand and Three Hundred and Seventy Dollars ($74,370.00) during the term of this Agreement b. Payment by City shall be made within forty-five days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page I of 8 3. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2017, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for an additional one (1) year period upon a writing executed by the City Manager and the City Attorney 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 its employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Docnrnents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE 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. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's negligent operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to Page 2 of 8 bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers mid representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c, Worker's Compensation Insurance. In accordance with California State law, 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. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. 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. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with fully executed additional insured endorsement. 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 terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 3 of 8 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code §2782.8, the above indemnity shall be limited, to the extent required by Civil Code §2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum ,period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, docutments, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 10. CONFIDENTIALITY I£ Consultant received from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the perfonnance 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 infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92701 Fax 714-647-6956 With courtesy copies to: Fred Mousavipour Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5622 Page 5 of 8 And City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Fax (714) 647-6515 To Consultant: ThirdWave Corporation Roy Hernandez 11400 W. Olympic Blvd., Suite 200 Los Angeles, CA 90064 Office 310-914-0186 www.ThirdWaveCorp.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. A patty may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the tertns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. 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, that terms or conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, Page 6 of 8 promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15, TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment, the City may require Consultant to deliver to the City all the 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 that fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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 or any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICITON - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, acid exemptions necessary for the provision of the services Page 7 of 8 hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: ARIA IUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: ANDOVAL Chi Assistant City Attorney REC MENDED FOR APPROVAL: R D MOUSAVIPOUR Exe utive Director Public Works Agency DAVID CAVAZOS City Manager SU TANT: — ThirdWave Corporation By: Iq9. 'fax ID# Page 8 of 8 EXHIBIT A Gk RFP No. 16.007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21, 2016 identify operating opportunities through business process analysis and solution development. The application of Enterprise Content Management best practices based on decades of experience and award winning project delivery in the government sector. The project will use a logical and structured approach consisting of Discovery (e.g., systems assessment and document inventory, Requirements Definition via management interviews, online staff surveys, and As -Is business process workshops with stakeholders) to identify enterprise requirements; to articulate a responsive ECMS Roadmap. 1.2.1 Scope of Work The following provides a description of the proposed Scope of Work. The proposed project work plan reflects the Phases/Tasks identified in the Agency's RFP document to ensure the desired project outcomes and success. All of the deliverables identified in the RFP are addressed in this Proposal. Each task and subtask in the work plan will produce a deliverable, e.g., a workshop, document, meeting, etc. In tasks where the deliverable is a document, ThirdWave will provide an electronic copy, either in MS Word, PowerPoint or a PDF, as appropriate. Some key draft deliverables will be provided to the Agency's Project Manager for review and comment by appropriate staff, i.e., As -Is Rapid Workflow® business process maps, taxonomy, and ECMS Strategic Plan. Agency review and comment tasks are denoted with the prefix "CSA." Obtaining the client's review and comments on key deliverables is a risk management/quality control techniques that will ensure the desired results are obtained as the project proceeds. The following provides a narrative description of proposed tasks that will be carried out in the Scope of Work. 1111`�rtt Task 1 .1 Project KIGk.off Meeting This task will entail holding an onsite project kickoff meeting with key Agency stakeholders and ThirdWave's Project Team, A PowerPoint presentation will be produced to review the project goal and objectives, project plan, deliverables, project schedule, ThirdWave/Agency responsibilities, and the PMBOKTM project management protocol. Deliverable 0.1: Project Kickoff Meeting Task 0.2 Ongoing Project Coordination This task will entail holding ongoing project progress and coordination meetings or conference calls with the Agency's Project Manager, i.e., on a weekly basis. This will serve to review/discuss the project's progress; issues identified to date, and plan/prepare for future tasks. Deliverable 0.2: Ongoing Project Coordination Proposal © 2016 3 ThirdWave 11400 W. Olympic Blvd, Suite 200 Los Angeles CA 90064 310.914.0186 V 310.312 9613 F RFP No. 16-007: Digital Records Management Needs Assessment and Implementation Pian City of Santa Ana Public Works Agency March 21, 2016 Task 0.3 Monthly Status Reports This task will entail providing written progress reports to the Agency's Project Manager each month. Progress reports will outline the status of the project, including the following, as appropriate: • Project Status Dashboard • Description of progress made during the reporting period • Deliverables completed and delivered during the reporting period • Outstanding issues and recommendations for resolution (if any) • Scope, cost and schedule integrity status Deliverable 0.3: Monthly Status Reports This task will entail conducting an records management business resources throughout the Agency. Task 1.1 Document Inventory overall needs assessment of the agency's current practices while evaluating existing system and This task will entail carrying out an onsite physical document inventory of existing hardcopy, microfilm and Microfiche documents at PWA. The document inventory will use a linear inch approximation method of documents contained in filing cabinets/boxes. The data collected in this task will be used to establish a baseline of quantity/types of documents currently processed and stored by business units. This information will be referenced in subsequent tasks, primarily the Taxonomy task. This task will entail documenting the findings of the document survey. The data collected in the document inventory will be compiled, including the following: • Department/Division/Business Area • Inventory Date • Record Series • Location of document: Building, floor, areas (as appropriate) • Format: letter, legal, C, D, E paper formats, Microfilm, Microfiche • Linear Inches (or rolls in the case of Microfilm) • Total Number of Documents • Retention policy / legal requirement (if known) This information will be used in subsequent tasks, i.e., in developing the taxonomy and developing recommendation in Phase 3, ECMS Implementation Plan. Assumptions: 1. To avoid misunderstanding or delays, PWA staff will be notified in advance of Third Wave's inventory team's presence, and the purpose for being in their areas. 2. The Agency will provide a guide to accompany the ThirdWave survey team in each department/floor or, each department will make one contact person available in each business unit to provide access to document storage locations for the ThirdWave document survey team. 3. Documents will not be read by ThirdWave staff. 4. Documents stored in staff cubicle will not be inventoried. Proposal © 2016 4, ThirdWave 11400 W. Olympic Blvd. Suite 200 Los Angeles CA 90064 310.914.0186 V 310.312.9513 F RFP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21, 2016 5. ThirdWave will provide the Agency a separate spreadsheet where appropriate Agency staff can gather the amount of electronic files stored on existing servers and/or document management systems. 6. Information on shared drives or existing ECMS systems will be gathered by Agency staff and provided to ThirdWave, and will be incorporated into the final requirements / ECMS strategy as appropriate. Deliverable 1.1., Document Inventory Task 1.2 Systems Inventory This task will entail two activities. First, an inventory spreadsheet of ECMS systems: software, hardware (servers), and peripherals (scanners/multifunction devices) will be developed and provided to the Agency for filling in. Secondly, a meeting will be held to identify integrations with existing Agency software, Including exchange emails and Laserfiche. Deliverable 1.2: System Inventory'& Integration Task 1.3 Rapid Workflow Business Processes Task 1.3.1 Hold Rapid Workflow Workshops This task will entail holding As -Is business process workshops for mission critical business processes to review existing content/records management challenges and identify business, functional and technical challenges, inefficiencies and opportunities for improvement through the application of ECMS. The workshops will also identify: • Potential new resources, (e.g., hardware, software, data, and staff) that will include the ability to import, capture, and perform Optical Character Recognition on paper documents. • ECMS functionality required In each business process. • Workflows based on the needs identified for each division. For the purpose of this proposal, ThirdWave has assumed holding thirty-five (14) half-day onsite workshops. The final subject matter and specific number of the ECMS workshops will be determined by Agency in contract negotiations. 02016 PWA Administration Division...................................................1 PWA Engineering Divisions Traffic Engineering Section...................................................2 Design Engineering Section..................................................2 Construction Engineering Section.........................................2 Transportation and Development Engineering Section......... 2 PWA Water Resources Division...............................................2 PWA Maintenance Services Division. ...................... ............... 2 ECMSGovernance....................................................................1 14 Assumptions: 1. Working sessions will typically last up to 4 hours depending on the complexity of the business process being modeled. 2. To maximize project resources, and contain the project timeline, two (2) workshops will be held per day on consecutive days, to the extent possible. Proposal 5 ThirdWave 11400 W. Olympic Blvd. Suite 200 Los Angeles CA 90064 310.914.0186 V 310.312.9513 F RFP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21, 2016 3. The Agency Project Manager will start scheduling working sessions upon execution of a contract, per the published MS Project Schedule. Delays in the Agency's ability to make staff available for the workshops will delay the project. 4. Workshop participants will be highly knowledgeable and experienced in the business processes being modeled. There should be sufficient participants In the workshops to represent the cross section of staff for the business process being modeled. Workshops must have at least two participants. 5. Workshops rooms will be large enough to hold the number of participants. 6. Workshops rooms with have plenty of wall space to post large flip chart paper (12 feet wide), which the Agency will provide along with thick color markers and a projector. (ThirdWave will provide a notebook computer for the workshops.) Deliverable 1.3.1: Hold Rapid Workflow Workshops Task 1.3.2 Document Rapid Workflow Workshops This task will include documenting the data collected in the As -Is workshops. A detailed summary will also be included documenting findings dealing with potential applications, necessary data, required resources, and identified workflows. The Rapid Workflowo deliverable will be provided to the Agency Project Manager for distribution to the participants of each group for review, comments and/or corrections. Deliverable 1.3.2: Document Rapid Workflow Workshops CSA 1.3.2 Agency Review i Comments Appropriate Agency staff will review the draft deliverable and providing comments/ suggested revisions. City comments will be reconciled / consolidated by the Agency Project Manager into one set of comments, and transmitted to ThirdWave. The review / comments will be provided within the turn -around time specified in the Project Schedule, e.g., 5 business days. CSA Deliverable 1.3.2: Comments Task 1.3.3 Final Rapid Workflow Workshops This task will entail incorporating Agency's comments and incorporating them to produce the final Rapid Workflow® process maps and ECMS requirements. Deliverable 1.3.3: Final Rapid Workflow Findings Task 1.4 To -Be (Future State) Workshops Task 1.4.1 Hold To -Be Process Workshop This task will entail holding To -Be Rapid Workflow® workshops to identify the future state business process the proposed ECMS solutions will satisfy. Drawing upon the information gathered from business process owners in the previous workshops, the As -Is business process maps and findings, this task will modify the process maps to reflect business, functional and technical requirements. Future state workshops will be carried out in a similar manner with stakeholder input, except they will be done electronically. This documentation will be used not only developing ECMS requirements (and in the future, could be used in an ECMS RFP). Assumptions: 1. Same assumptions as in Task 2.1 apply here. 2. The City will identify, contact and confirm the participation of appropriate participants from relative business units, in addition to scheduling the meeting facilities. This task Proposal 02016 6 ThirdWave 11400 W. Olympic Blvd. Suite 200 Los Angeles CA 90064 310,914.0186 V 310.312 9513 F ` - RFP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan _ City of Santa Ana Public Works Agency March 21, 2016 assumes that appropriate City staff, participants from the As -Is workshops, will be made available to participate in the To -Be workshops. Deliverable 1.4.1: Fourteen (14) To -Be Rapid Workshops Task 1.4.2 Document To -Be Workshops This task will entail taking the notes from the To -Be Rapid Workflow® sessions, and producing To -Be (or future state) business processes in MS Visio for each function reviewed in the working sessions. This draft deliverable will be provided to the City for review, comments and/or corrections. Deliverable 1.4.2: To -Be Business Process Maps CSA 1.4.2Review & Comment This task will entail appropriate District staff reviewing the draft deliverable and providing comments / suggested revisions. Comments, revisions and corrections to the document will be reconciled and consolidated by District for each business process model, with one set of comments transmitted to the ThirdWave Project Manager. Deliverable 1.4.2: District Comments Task 1.6 Taxonomy for Public Works Documents / Records Task 1.5.1 Develop Taxonomy Spreadsheet This task will entail a review of the City's existing Records Retention Schedule, specifically the document/record types. The records will be incorporated into the classification/indexing spreadsheet. This task will allow the project team to gain a baseline understanding of City's existing documents and records. This task will entail preparing a spreadsheet of documents and records compiled from the document inventory, records retention schedule and the Rapid Workflow® process models in preparation of the taxonomy workshops. The spreadsheet will parallel the City departments/business processes or functions of the Rapid Workflow® workshops held. Deliverable 1.5.1: Taxonomy Spreadsheet Task 1.5.2 Hold Taxonomy Workshops This task will entail holding taxonomy (classification/indexing) working sessions with Agency Departments to produce a document classification/indexing schema. ThirdWave will work with appropriate Agency staff to determine which staff should attend each of the classification workshops. This Proposal assumes holding eleven (24) classification workshops, one per department. The taxonomy will be incorporated into an ECMS Strategic & Roadmap in the backfile conversion approach in the ECMS Strategy & Roadmap. Taxonomy Workshops PWAAdministration Division..........................................................1 PWA Engineering Divisions Traffic Engineering Section..........................................................1 Design Engineering Section.........................................................1 Construction Engineering Section................................................1 Transportation and Development Engineering Section................1 PWA Water Resources Division......................................................1 PWA Maintenance Services Division..............................................1 Proposal © 2016 7 ThirdWave 11400 W. Olympic Blvd, Suite 200 Los Angeles CA 90064 310 914.0186 V 310.312.9513 r RFP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21. 2016 Assumptions: 1. Seven taxonomy workshops will be held. 2. Participants in the Taxonomy workshops will be staff that work on the documents being addressed on a day-to-day basis. Deliverable 1.5.2: Taxonomy Workshops (7) Task 1.5.3 Draft Document Taxonomy Using the data collected in the classification/Indexing sessions with stakeholders, this task will entail developing a high-level taxonomy for the documents reviewed. Documents/records will be separated into logical groups to produce a taxonomy hierarchy organized into the following: • Function Process / Activity (Department / Division) • Document Type (Record Series) • Document Classes (documents/records belonging to a document type) • Index values (key words) The draft taxonomy will be provided for the workshop review and comments. Deliverable 1.5.3: Draft Document Taxonomy CSA 1.5.3 Agency Review! Comments Appropriate Agency staff will review the draft deliverable and providing comments/suggested revisions. Agency comments will be reconciled/ consolidated by the Agency Project Manager into one set of comments, and transmitted to ThirdWave. The review / comments will be provided within the turn -around time specified in the Project Schedule, e.g., 5 business days. CSA Deliverable 1.5.3: Comments Task 1.5.4 Final Taxonomy This task will entail taking the feedback from the stakeholder review sessions and incorporating it to produce a final taxonomy. Deliverable 1.5.4: ECMS Taxonomy �-. :•e t.: to. Task 2.1 Draft System Recommendations This task will entail providing a general framework for structuring documents within the organization. The conceptual system design will address the following: • Systems recommendation: Physical system configuration (computers, network requirements, etc.) • Software recommendations: Physical system configuration (computers, network requirements, etc.) • Content/ Records Management • Taxonomy, the ability to classify/tag documents/content with pre -defined metadata. • Ability to search and retrieve records including the ability to print, export, email, save, and create web links • The ability to preserve and archive documents, produce audit reports of deleted records, or certification of deletions for compliance • Training: Staff skills and training requirements Proposal 02016 8 ThirdWave 11400 W. Olympic Blvd, Suite 200 Los Angeles CA 90064 310,914.0186 V 310.312.9513 F .s, RFP No, 16-007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21, 2016 • Governance: strictures including the ability to define, manage and apply the agency's record retention policies • Projects: • Identify all projects, their interdependencies • Professional services: e.g., back file conversion • Scheduleltimeframes required to execute the strategy Deliverable 2.1: Draft System Design Recommendations CSA 2.1 Agency Review/ Comments Appropriate Agency staff will review the draft deliverable and providing comments/suggested revisions. Agency comments will be reconciled/ consolidated by the Agency's Project Manager into one set of comments, and transmitted to ThirdWave. The review / comments will be provided within the turn -around time specified in the Project Schedule, e.g., 5 business days. CSA Deliverable 2,1: Comments Task 2.2 System Recommendations This task will entail taking the feedback from the stakeholder review sessions and incorporating it to produce the final system design recommendations. Three (3) bound color hard copies of the Needs Assessment, System Design and Implementation Plan documents will be provided. Deliverable 2.2: System Design Recommendations Task 3.1 Draft Implementation Plan Drawing on the findings from the previous task, this task will a produce a detailed description of how to implement the Digital Records Management within the organization that includes the following: • Analysis of the current state, documenting staff input. • Analysis of the effective deployment of the Document Records Management concepts and technologies throughout the agency. • Tasks to implement the workflows identified in the needs assessment and critical decision points, including steps required to implement the migration of existing data identified in the system design phase. • Implementation Schedule: Identified workflows into discrete phases to allow for adaptable funding over multiple years. • Estimated costs: to implement the phases of the plan, including: • Data upgrade/acquisition • Additional software licensing and maintenance • Possible hardware costs Plans for near-term projects should provide significant implementation details, with more general information provided for steps to be undertaken over the longer term. Specifics should address applications to be developed as well as estimated costs and required resources (particularly for shorter term implementations). Deliverable 3.1: Draft Impiementation Plan Proposal 02016 9 ThirdWave 11400 W. Olympic Blvd. Suite 200 Los Angeles CA 90064 310.914.0186 V 310.312 9513 F RPP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21, 2016 CSA 3.1 Agency Review / Comments Appropriate Agency staff will review the draft deliverable and providing comments/suggested revisions. Agency comments will be reconciled / consolidated by the Agency's Project Manager into one set of comments, and transmitted to ThlydWave. The review / comments will be provided within the turn -around time specified in the Project Schedule, e.g., 5 business days. CSA Deliverable 3.1: Comments Task 3.2 PWA ECMS Implementation Plan This task will entail taking the feedback from the stakeholder review sessions and Incorporating it to produce the final system design recommendations. Deliverable 3.2: PWC ECMS Implementation Plan Task 3.3 ITSP Executive Presentation Task 3.3.1 Produce Executive Presentation This task will entail producing an executive level PowerPoint presentation of the findings and recommendations of the IT Strategic Plan/Implementation Roadmap. The presentation will be intended for the ITS Steering Committee and METRO's Board of Directors Deliverable 3.2.1: Executive ECMS Presentation Task 3.2.2 Provide Executive ECMS Presentation This task will entail presenting an overview of the project findings and recommendations to the Agency's Administrative Services project team. The presentation will include a summary of Project Tasks, Deliverables, Summary of Products, Budget estimates and Implementation Schedule. Ten (10) full-color copies of an executive summary of the presentation will be provided. Deliverable 3.2.2: Provide Executive Presentation Proposal 02016 10 ThlydWave 11400 W. Olympic Blvd. Suite 200 Los Angeles CA 90064 310.914.0186 V 310.312.9513F EXHIBIT B 12FP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21, 2016 Section 6: Fee Proposal 6,1 Cost Proposal The following costs are based on the Scope of Work as we understand it, and as such, this estimate Is open for further discussion, clarification during price negotiations should the City deem it appropriate, Upon mutual agreement of the Scope, services provided will be carried out on a Fixed - Fee Professional Services Agreement. The following provides a summary of costs, which is followed by a detailed payment / deliverable schedule. Figure 6.1.1: Cost Summary TASK 0 PROJECT MANAGEMENT...............................................................................6,600 TASK 1 NEEDS ASSESSMENT..................................................................................38,620 TASK 2 SYSTEM DESIGN RECOMMENDATIONS .................... ................................ .11,270 TASK 3 ECMS STRATEGIC PLAN & ROADMAP, ........... ......... ............................... - 17,880 TOTAL $74,370 6.2 Detailed Payment Schedule Figure 6.2.1: Payment Schedule Task 0 Project Management 6,600 Task 0.1 Project Kick-off Meeting ................................ ................. .................. 2,720 Deliverable 0.1: Project Kick-off Meeting Task 0.2 Ongoing Project Coordination ........................................................2,720 Deliverable 0.2: Ongoing Project Coordination Task 0.3 Monthly Status Reports......................................................... .......... 1,160 Deliverable 0.3: Monthly Status Reports 02016 23 ................. . Third Wave 11400 W. Olympic Blvd. Suite 200 .Los Angeles CA 90064 310.914.0186 V 31D 312.9513 F f RFP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan I Y. City of Santa Ana Public Works Agency March 21, 2016 Task 1 Needs Assessment 38,620 Task 1.1 Document Inventory.........................................................................6,365 Deliverable 1.1: Document Inventory Task 1.2 Systems Inventory............................................................................1,770 Deliverable 1.2: System Inventory Task 1.3 Rapid Workflow Business Processes ................................ ......... 19,260 Task 1.3.1 Hold Rapid Workflow Workshops .................................... 10,780 Deliverable 1.3.1: Hold Rapid Workflow Workshops Task 1.3.2 Document Rapid Workflow Workshops ............................. 6,320 Deliverable 1.3.2: Document Workshops Task 1.3.3 Final Rapid Workflow Process Maps ................................. 2,160 Deliverable 1.3.3: Final Rapid Workflow® Maps Task 1.4 To -Be Process Maps 14,935 Task 1.1 Hold To -Be Rapid Workflow® Workshops 8,085 Deliverable 1.1: Hold To -Be Workshops Task 1.2 Document To -Be Rapid Workflow Workshops 4,850 Deliverable 1.2: Document To -Be Workshops Task 1.3 Final To -Be Rapid Workflow Process Maps 2,000 Deliverable 1.3: Final To -Be Rapid Workflow Process Maps Task 1.5 Taxonomy for Public Works Documents / Records ... ................ .11,225 Task 1.5.1 Develop Taxonomy Spreadsheet........................................1,540 Deliverable 1.5.1: Taxonomy Spreadsheet Task 1.5.2 Hold Taxonomy Workshops (7) ........................................... 5,390 Deliverable 1.5.2: Taxonomy Workshops Task 1.5.3 Draft Taxonomy ...................................... ............................. 3,430 Deliverable 1.5.3: Draft Taxonomy Task 1.5.4 Final Taxonomy...................................................................... 865 Deliverable 1.5.4: Taxonomy Task 2 System Design Recommendations 11,270 Task 2.1 Draft System Recommendations ....................................................8,040 Deliverable 2.1: Draft System Recommendations Task 2.2 System Recommendations ......... ..................................................... 3,230 Deliverable 2.2: System Recommendations © 2016 24 ThirdWave 11400 W, aympic Blvd. Suite 200 Los Angeles CA 90064 310,914.0186V 310.312.9513 F Figure 6.2.2: Standard Hourly Fee Schedule Project Manager ................................ 175.00 Enterprise Architect ........................... 175.00 Sr. Consultant ................................... 165.00 Sr. Analyst ......................................... 125.00 System Specialist ................................ 90.00 © 2016 25 Third Wave 11400 W. Olympic Blvd, Suite 200 Los Angeles CA 90064 310.914.0186 V 310.312.9513 F RFP No. 16-007: Digital Records Management Needs Assessment and Implementation Plan City of Santa Ana Public Works Agency March 21, 2016 Task 3 Implementation Plan 17,880 Task 3.1 Implementation Plan .................... ................................................... 14,070 Task 3.1.1 Draft Implementation Plan ................................................. 11,570 Deliverable 3.1.1: Draft Implementation Plan Task 3.1.2 Implementation Plan............................................................ 2,500 Deliverable 3.1.2: Implementation Plan Task 3.2 Executive Presentation..................................................... ............... 3,810 Task 3.2.1 Produce Executive ECMS Presentation .............................. 2,270 Deliverable 3.2.1: Implementation Plan Task 3.2.2 Provide Executive ECMS Presentation ............................... 1,540 Deliverable 3.2.2: Implementation Plan TOTAL FIXED FEE COSTS PROPOSAL $74,370 Figure 6.2.2: Standard Hourly Fee Schedule Project Manager ................................ 175.00 Enterprise Architect ........................... 175.00 Sr. Consultant ................................... 165.00 Sr. Analyst ......................................... 125.00 System Specialist ................................ 90.00 © 2016 25 Third Wave 11400 W. Olympic Blvd, Suite 200 Los Angeles CA 90064 310.914.0186 V 310.312.9513 F tflejIv ) h"m 2.`5C . taa R� CERTIFICATE OF LIABILITY INSURANCE `....-�" D/9/2,16 3/9/2016 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 polloy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terns 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 ondorsament s). PRODUCER Nickerson Insurance Services, Inc. LIC #0491589 2106 West Lomita Blvd. Lomita CA 90717 CON Ac Susan Hare PNotae f310)_326_-6333 FAX (atm Ez6-sats IArc. ry,4)i__ ROIL` eusan@nickersordns. com INSURER(S) AFFORDING COVERAGE NAICIt INSURER A:Philadel hia Indemnity fns Co 18058. INSURED Thirdwave Corporation 11400 W Olympia Blvd #200 Los Angeles CA 900 64-158 4 INSURERS 'Mercury Casualty Company 11908 INSURER C: INSURER D: INSURER E : INSURER F: lK�l'1R:2111�'�tl=10112[01-1111Ia 0111M:1a4O151i WA L9 red J111111"I I 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. TNSR LT TYPE OF IN SURMISE POLICY NUMBER POLICY EFF MMI D POLICY EXP b _ LIMITS eENERALLiABIUTY EACH OCCURRENCE 3 2,000,0 0 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MAGE OCCUR X HSDIO78175 0/24/2015 0/24/2016 RISES Ea cewnrenca $. 50,.000 MED UP Wy ono enson) $ .5_,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE 5 2,000,000 GEN'LAGGREGATF. LIMIT APPLIES PER'S• PRODUCTS -COMPIOP AGO 5 2,000,000 T POLICY PRa LOC S. AUTOMOBILE LIABILITY EOeBINEDISINGLE LIMIT 1,000,000 B X ANY AUTO ALLOMED SCHEDULED AUTOS AUTOS CCA0008363 - /5/2016 3/5/2017 BODILY INJURY (Per penton) S BODILY INJURY (Po.dant) 3 HIRED AUTOS AUTOSMED PROP RTY DAMAGE S t onq.vftv audit S X UMBRELLALIAD OCCUR EACH OCCURRENCE S 11000,000 AGGREGATE S. 1,000,000 A EXCESS LIAR CLAIMS -MADE DEC I I RETENTIONS $ PHUBS14514 9/10/2015 /10/2016 WORKERS COMPENSAIRON Sl'ATU OTH- ANDEMPLOYERTLIABILITY YIN ANY PROPRIE'rOPIPARTNERIEXECUTIVE OFPICERIMEMBER EXCLUDED? E] NIA- I T E.L. EACH ACCIDENT E.L. DISEASE• EA&MPDOYE S- (Mandst.ny In NH) t yes, al"albe wdor E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Professional Liability HSD10°!6175 10/24/2015 0/24/2016 _ $1,000, 000 Each ClaimF1 I Aggregate $1,000,000 DESCRIPnON OF OPERATIONS I LOCAnONS I VEHICLES (At ACORD 101, Additional Rentarlts Schodulo, 8 mare space Is mquimdi City of Santa Ana, it officers, agents, and employees are hereby included as Additional Insureds on the liability as respects to claims arising from the insureds covered operations per Additional Insured Endorsement form PI-NANU-1 (01/00) and Businessowners Policy -Elite Enhancement form PI -PB -001 (9/05). 30 days notice of cancellation subject to 10 days notice for non payment of Premium. City of. Santa Ana Attn: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 25 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES. BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE rinhho ruenrvaH INS025 (minM) of Th. A(.nCln nom. anA lnnn Bra ranlotn'. 1 mor4c of Artr Rn r�t� I A'C '7 Ihirdwave:Corporation Policy NPHSD 11778175 EMXhp: 1024/201 5 -1012Q016 PI-lv1ANU-1 (01100) THIS ENDORSEMENT CHANGES THE POLICY, PLEASE REAL? IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES OR This endorsement: modifies insurance provided under the following:. LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: City of Santa Ana, its officers, agents and employees 26 Civic Center Plaza Santa Ana, CA 92701 Who Is An Insured tSectian C) is amendedto include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. All other terms and conditions of this Policy remain unchanged. Page 1 of 1 Thirdwave Corporation PHSD1078175 10/24/2015 -10/2412016 PI-BP-wi (9105) Part 3: Amendment of Conditions: 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other insurance will not serve to reduce our obligation, 2. You will have the right to waive our rights of recovery prior to a loss with respect to any party. This must be done in writing to affect our rights. Page 5 of 5 Includes copyright material of the Insurance Serdlces Office, Inc. used with its. permisslon. Thirdwave Corporation PF(SD1078175 10/24/2015 - 1 0/241201 6 PI -BP -001 (9/05) item c. will not apply to (1) any occurrence which takes place after the equipment lease expires; nr (2) "Bodily Injury" or'Property Damage" arising out of the negligence of the lessor or contractor engaged to operate the leased equipment; and d, any owner, mortgagor, lessor, landlord, condominium association or manager of a premises leased by you, but only for "occurrences" that take place while you occupy the premises, provided however that this item d. will not apply to structural alterations, new construction, or demolition operations; and With regard to parties applicable under items a. through d. above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained in this section C. shall serve to nullify matters excluded under section B. of the policy. 4. BodilyInjury -MentalAnguish The definition of 'bodily injury" is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. 5. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 6. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS —COVERAGES A.1.d., the following is added: (8) We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding, provided, however that you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs, and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $2,500 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." 7. Amendment of Aggregate Limit SECTION DA. —Aggregate Limits, item B is replaced by: b. All other Injury or damage, Including medical expenses, arising from all "occurrences' during the policy period is three times the Liability and Medical Expenses limit. This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire or explosion. 8. Amendment to Watercraft Exclusion Part B- Exclusions, Item 9.(2)(a) is amended by the following: The phrase "less than 26 feet" is replaced by "less than 51 feet." Page 4 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission, Thirdwave Corporation PHSD1078175 10/24/2015 -10/24/2016 PI -BP -001 (R105) No deductible shall apply to this coverage. S. Business Income Enhancement Section A. Coverage, item 5. Additional Coverages, section f. Business Income Is amended as follows: The reference to '60 days" as the limitation on payroll expenses is replaced by "365 days. 9. Lock Replacement Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair to replace exterior or interior door locks of a covered building: a) If your door keys are stolen in a covered theft loss; or b) When your property Is damaged and your door keys are stolen by the burglars. The most we will pay under this extension of $250 for any one occurrence, 10. Removal of Sewer Backup Excluslon Section B. Exclusions, item g(3) is amended to include: Backups of sewers will not be excluded, but the mostwe will pay for such losses is $500 in the policy period. Part 2: Liability Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS LIABILITY COVERAGE FORM: 1. Medical Payments If Medical Payments Coverage (Coverage A.2.) Is not otherwise excluded from this Coverage Part: The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section D) to the greater of: a. $10,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part, 2. Supplementary Payments In the Supplementary Payments — (Coverage AAA.): 1. The limit for the cost of bail bonds (item (2)) is changed from $250 to $500; and 2. The limit for loss of earnings (Item (4)) is changed from $250 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each of the following is also an Insured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor; b. any person or organization who has an ownership interest in you; c. any lessor of leased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Page 3 of 5 Includes copyright rnitedal of the Insurance Services Office, Inc, used with its permission, c F -7 Thirdwave Corporation PFISD1078175 10/24/2015 -10/24/2016 PI -BP -001 (g/05) The coverage for necessary Extra Expense will begin Immediately after the time of that action and ends: (1) 5 consecutive weeks after the time of that action; or (2) When your Business Income coverage ends; whichever is later. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage, The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 4. Broadened Personal Property Coverage Section A. Coverage, item 1.b., the first paragraph is replaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or in a vehicle) within 1,250 feet of the described premises, including: S. Increased limits for Personal Property Off Premises Section A. Coverage, item 6.b, is replaced by: b. Personal Property Off Premises You may extend the Insurance that applies to Business Personal Property to apply to covered Business Personal Property, other than "money" and "securities', "valuable papers and records" or accounts receivable, while it is in the course of transit or temporarily at a premises you do not own, lease or operate, The most we will pay for loss or damage under this Extension is $10,000. S. Increased limits for Outdoor Property Section A. Coverage, item 6.c. is replaced by: c, Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any of the following causes of loss; (1) Fire; (2) Lightning; (3) Explosion; (4) Riot or Civil Commotion; or (5) Aircraft The most we will pay for loss or damage under this Extension is $5,000, but not more than $1,000 for any one tree, shrub or plant. 7. Fire Extinguisher Recharge Section A. Coverage, item 6. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxide, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction, The most we will pay for loss or damage under this extension is $3,000. Page 2 of 5 Includes copyright material or the Insurance Services Office, Inc. used with Its pe nisslon. 14-�,i to sls� "1 Thirdwave Corporation PHSD1078175 10/24/2015 -10/24/2016 PI -BP -001 (9/05) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SUSINESSOWNERS POLICY -ELITE ENHANCEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words "you" and 'your refer to the Named Insured shown in the Declarations. The words 'we', "us" and "our" refer to the Company providing this insurance. Part 1• Property Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, item 4.b, is replaced by: b. With respect to glass (other than glass building blocks) that is part of the interior of a building or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss or damage in any one occurrence, This Limitation does not apply to loss or damage by the "specified causes of loss", except vandalism. 2. Increased Fire Department Service Charge Section A. Coverage, item 5.c, is replaced by: c. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charges: (1)Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. 3. Reduced Waiting period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 5.i, is replaced by: Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause of Lass. The coverage for Business Income will begin 48 howl after the time of that action and will apply for a period of up to three consecutive weeks after coverage begins. Page 1 of 5 Includes copyright material of the Insurance Services Office, Inc. used vAh its permission. WORKERS' COMPENSATION DECLARATION Sergio Hernandez, ExecutiveV.P. I hereby affirm under penalty of perjury, the (Name/Title) following declaration I certify on behalf of ThlydWave Corporation that during the term of my (Organisation Name) contract for 01411e1RemM. Ne�A..u.111od mplemenmaonPh. services With the City of Santa Ana, I will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions, DATE: 04/07/2016 By: cuc Name: Sergio a nan`dez Title: Executive Vice President Telephone: 310.914.0186 WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF TIIE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. icy POLICYHOLDER COPY P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 04-05-2016 GROUP: POLICY NUMBER: 1269631-2015 CERTIFICATE 10: 62 CERTIFICATE EXPIRES: 10-01-2016 10-01-2015/10-01-20t$ THIS CERTIFICATE SUPERSEDES AND CORRECTS CERTIFICATE # 72 DATED 10-01-2015 CITY OF SANTA ANA Sc 20 CIVIC CENTER PLZ SANTA ANA CA 92701-4058 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contractor other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the poli�cyy, described herein is subject to all the terms, exclusions, and conditions, of such policy. Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2015-10-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED:. CITY OF .SANTA ANA �- ENDORSEMENT #1600 - ROY HERNANDEZ, P,S,T - EXCLUDED. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-01-2000 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #2570 ENTITLED WAIVER OF SUBROGATION EFFECTIVE 2015-10-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY, THIRD PARTY NAME: -- CITY OF SANTA ANA EMPLOYER THIROWAVE CORPORATION 11400 W OLYMPIC BLVD STE 200 LOS ANGELES CA 90064 (Re V.7-20141 SC Z sf 3 PRINTED 04.05-201.6 SC Cit � Enclosed is your copy of a certificate of insurance on which the certificate holder required a waiver of subrogation: 1. Please be advised that a waiver of subrogation requires that a 3% surcharge will be applied by State Fund ONLY to the premium assessed on the payroll of your employees earned while engaged in work for that certificate holder who requested the waiver. (Note: if you have no employee payroll on that job, then there is no charge.) 2. To apply the 3% surcharge, you must also agree to maintain accurately segregated payroll records for employees engaged in work on job/s for the certificate holder who has the waiver. The payroll records are subject to verification by an auditor. Example: Payroll for job: Sample Rate: Regular Premium equals: Surcharge: Additional Waiver charge: Total premium equals $5,000.00 13.30% $ 665.00 3.00% $ 19.95 $ 684.95 (665.00 + 19.95) :3��'3 AC40R& CERTIFICATE OF LIABILITY INSURANCE F .ATE(MM/DD/YYYY) 10/25/2016 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 CONTACT Susan Haro NAME: Nickerson Insurance Services, Inc. LIC #0491589 PHONE (310) 326-6333 FAX (310)326-5916 �AIC. No Ext)' No): __ __ E-MAIL ADDRESS: susan@nickersonins.com 2106 West Lomita Blvd. INSURER(S) AFFORDING COVERAGE NAIC# INSURERA:Philadelphia Indemnit Ins Co 18058 Lomita CA 90717 INSURED Thirdwave Corporation INSURERB:Mercur Casualt Com an 11908 INSURER C: -- 11400 W Olympic Blvd #200 -- �- INSURER D: - - INSURER E: --....._...........------- PREMISES Ea occurrence Los Angeles CA 90064-1584 --....._..........._..--------- -------..............-----------------..._...... 1 INSURER F: --- COVERAGES CERTIFICATE NUMBER:16-17 GL/AUTO/UMB/PL 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. XDDL SR __ _--... _.__-- --__.... _ INSR _ ....._.----___ ._........_..IUB POLICY EFF... POLICY EXP,. ............... „ _.......... ,... ,...... ...... LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYYI (MMIDD/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A � CLAIMS X,� _ _ DAMAGE TO RENTED -- --- -MADE L OCCUR PREMISES Ea occurrence $ 50,000 X PHSD1179283 10/24/2016 10/24/2017 MED EXP (Any one person) $ 5,000 .._LOC PERSONAL&ADV INJURY .._...... $ 2,000,000 N'POLICREGATE LIMIT APPLIES PER: GENERAL AGGREGATE ..__.. $ 2,000,000 X Y D PRO- � JECT �-- - ..-- PRODUCTS - COMP/OP AGG --- — — $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY ',i COMBINED SINGLE LIMIT $ 1,000,000 B ANY AUTO BODILY INJURY Per parson) $ JX ALL OWNED SCHEDULED AUTOS CCA0008363 3/5/2016 3/5/2017 11 11 -"' """AUTOS BODILY INJURY (Pei accident) $ HIRED AUTOS NON -OWNED AUTOS AUTOS i _(Per accident ............ ...._.__.....— Longevity credit _._._. _.._..... $ 10 XIUMBRELLA -- LIAB OCCUR EACH OCCURRENCE $ 11000,00.0__ AGGREGATE _ $ 1, 000,00o A EXCESS LIAB j CLAIMS -MADE DED RETENTION$ PHUB560575 �10/24/2016 11/24/2017 WORKERS COMPENSATIONPER OTH- AND EMPLOYERS' LIABILITY Y / N --._STATUTE ER__.--__.._._.�.._.....__..__.___.___.... _.._. _. ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.E..A-CH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under ------------- DESCRIPTION OF OPERATIONS below ! E.L. DISEASE - POLICY LIMIT $ A I Professional Liability PHSD1179283 10/24/2016 10/24/2017 Each Claim $1,000,000 Retro Date: 09/02/1997 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, it officers, agents, and employees are hereby included as Additional Insureds on the liability as respects to claims arising from the insureds covered operations per Additional Insured Endorsement form PI-MANU-1 (01/00) and Businessowners Policy -Elite Enhancement form PI -PB -001 (9/05). 30 days notice of cancellation subject to 10 days notice for non payment of premium. REVIEWED BY EUNICE �OEREDiAm(I�C f OF )�� nr—lL. Lucre 1,1AIV1,CLLA I IUIV City of Santa Ana Attn: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Sarah Kelly/SH (U 1UBB-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 r9m4m i PI-MANU-1 (01/00) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES OR This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization: City of Santa Ana, its officers, agents and employees 20 Civic Center Plaza Santa Ana, CA 92701 Who Is An Insured (Section C) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. All other terms and conditions of this Policy remain unchanged. Page 1 of 1 TH|RDVVAVEOORPORATK]N POLICY NO. PHSD1178283 POLICY TERM: 10/24/2016-10/24/2017 This endorsement modifies insurance provided under the following: BUS|NESSOVVNERSLIABILITY COVERAGE FORM BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM It is understood and agreed that the following extensions only apply in the event that noother specific coverage for the indicated loss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this Throughout this endorsement the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we^.^um^and ^our"refer tothe Company providing this insurance. Part 1: Property Coverage Enhancements: The following amendments are a part of the BUSINESSOWNERS SPECIAL PROPERTY COVERAGE FORM: 1. Increased Glass Limits Section A. Coverage, item 4.b. is replaced by: k With respect to glass (other than glass building blocks) that iopart of the interior ofabuilding or structure, or part of an outdoor sign, we will not pay more than $3,000 for the total of all loss ordamage inany one occurrence. ThiaLimitationdoaonoiopp|yto|ouoordmmegabythe"epeoi5eduouaeeof|oao".axcept vandalism. 2. Increased Fire Department Service Charge Section A.Coverage, item 5.o. isreplaced by: c. Fire Department Service Charge When the fire department iucalled bosave orprotect Covered Property from nCovered Cause of Loss, we will pay up to $3,000 for your liability for fire department service charges: (1)Assumed bycontract oragreement prior toloss; or (2)Required bylocal ordinance. 3. Reduced Waiting Period and Longer Duration for Civil Authority Coverage Section A. Coverage, item 5J. is replaced by: Civil Authority We will pay for the actual loss of Business Income you sustain and necessary Extra Expense caused by action of civil authority that prohibits access to the described premises due to direct physical loss of or damage to property, other than at the described premises, caused by or resulting from any Covered Cause nfLoss. The coverage for Business Income will begin 48 hours after the time of that action and will apply for aperiod ofuptothree consecutive weeks after coverage begins, Page 1of5 P|-BP'001 (9V05) The coverage for necessary Extra Expense will begin immediately after the time ofthat action and ends: (1) 5consecutive weeks after the time ofthat action; or (2) When your Business Income coverage ends; whichever ialater. The definitions of Business Income and Extra Expense contained in the Business Income and Extra Expense Additional Coverages also apply to this Civil Authority Additional Coverage. The Civil Authority Additional Coverage is not subject to the Limits of Insurance. 4.Broadened Personal Property Coverage Section A`Coverage, item 1.b,the first paragraph ioreplaced by: b. Personal Property located in or on the buildings at the described premises or in the open (or inavehicle) within 1.250feet ofthe described premises, including: /i Increased limits for Personal Property Off Premises Section A. Coverage, item 6.b. is replaced by: b. Personal Property Off Premises You may extend the insurance that applies to Business Personal Property to apply to covered Business Personal Pmpedy, other than "money" and ^aoouhdea^. "valuable papers and records" or accounts receivable, while it is in the course of transit or temporarily at a premises you do not own, |aoee or operate. The most we will pay for |oao or damage under this Extension io$1O.00O. G. Increased limits for Outdoor Property Section A. Coverage, item 6.c. is replaced by: o. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor fences, radio and television antennas (including satellite dishes), signs (other than signs attached to buildings), trees, shrubs and plants, including debris removal expense, caused by or resulting from any ofthe following causes ofloss: (1) Fire; (2) Lightning; (3) Explosion; (4) Riot orCivil Commotion; or (5) Aircraft. The most wewill pay for loss ordamage under this Extension ia$5.U0O.but not more than $1.OUOfor any one tree, shrub orplant. 7. Fire Extinguisher Recharge Section A.Coverage, item O.Coverage Extensions will also include: You may extend the insurance provided bythis coverage form tocover expenses you incur to recharge portable fire extinguishers, dry chemical, carbon dioxid*, or liquid automatic fire extinguishing systems and the cost of resetting automatic fuel shut-off connections, if any of the above are discharged to fight a fire or are discharged due to a mechanical malfunction. The most wewill pay for loss ordamage under this extension io$3.00O. Page 2of5 Nodeductible shall apply h/this coverage. 8. Business Income Enhancement Section A. Coverage, item 5.Additional Coverages, section f. Business Income iaamended aa The reference to "60 days" as the limitation onpayroll expenses isreplaced by "365 days," 9. Lock Replacement Section A. Coverage, ham G. Coverage Extensions will also include: You may extend the insurance provided by this coverage form to cover necessary expense to repair toreplace exterior orinterior door locks ofacovered building: e) Kyour door keys are stolen inacovered theft loss; or b) When your property iodamaged and your door keys are stolen bythe burglars. The most wmwill pay under this extension of$25Ofor any one occurrence. 1U.Removal ofSewer Backup Exclusion Section B. Exclusions, item g(3) is amended to include: Backups of sewers will not beexcluded, but the most we will pay for such losses is $500inthe policy Part 2: Liability Coverame Enhancements: The following amendments are epart m[the BU8|NEBSOVYNERSLIABILITY COVERAGE FORM: 1.Medical Payments If Medical Payments Coverage (Coverage A.2.) is not otherwise excluded from this Coverage Part: The Medical Expense Limit iachanged subject toall the terms ofLimits CfInsurance (Section O)10 the greater of: e. $10.000; or b. The Medical Expense Limit shown inthe Declarations ofthis Coverage Part. 2.Supplementary Payments |nthe Supplementary Payments — (Coverage A1dJ: 1. The limit for the cost ofbail bonds (item (2))iechanged from $25O0n$5UU;and 2. The limit for loss of earnings (item (4)) is changed from $250 a day to $500 a day. 3. Blanket Additional Insureds Who is An Insured (Section C) is amended to include the following, but only for liability arising out of the negligence of the Named Insured: Each ofthe following iaalso anInsured: a. any Contractor, including contracting governmental entities, who hires you as their subcontractor; b. any person ororganization who has anownership interest inyou; c. any lessor of leased equipment, who rents equipment to you, but only with respect to liability arising out of the maintenance, operation, or use by you, provided however that this Page 3of5 item c.will not apply to(1)any occurrence which takes place after the equipment lease expires-, nr (2) "Bodily Injury" or "Property Damage" arising out of the negligence of the lessor orcontractor engaged tooperate the leased equipment; and any owner, mortgagor, lessor, landlord, condominium association or manager of a pn*miooa|oaeadbyyou.buton|yfor^ouuunnnuen^thettekap|aoowhi|oyou000upythe pn*miaoa, provided however that this item d. will not apply to structural a|Uamiione, new construction, ordemolition operations; and With regard <oparties applicable under items a.through d.above, the Insurer and the Named Insured agree to waive rights of recovery, as provided within the policy. Nothing contained inthis section C.shall serve tonullify matters excluded under section B.ofthe 4. Bodily Injury - Mental Anguish The definition of "bodily injury" is changed to read: "Bodily Injury": o. Means bodily injury, sickness or disease sustained by pereon, and includes mental anguish resulting from any ofthese; and b. Except for mental anguiah, includes death resulting from the foregoing (hum a. above) at any time. 5. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. 8. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS — COVERAGES A.i.d,the following inadded: (0)VVewill pay onyour behalf defense costs incurred by an "employee" in a criminal proceeding, provided.howaver(hetyoumuathevoaphorwrittenagnaomo/twhheuch^employeo^ whereby you agree to indemnify the "employee" for such defense costs, and the agreement includes a provision for repayment of defense costs in the event of an adverse judgment, The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $2.50Uregardless ofthe number nfemployees, claims or"ouita"brought or persons ororganizations making claims orbringing "auite." 7. Amendment ofAggregate Limit SECTION DA. — Aggregate Limits, item B is replaced by: b. All other injury nrdamage, including medical expenses, arising from all "occunancoa"during the policy period is three times the Liability and Medical Expenses limit. This limitation does notapp|yto''propertydamage''topn*miaoawhi|emn0mdhoyouortemponori|yoocupiedby you with permission ofthe owner, arising out offire orexplosion. D. Amendment bzWatercraft Exclusion Part B - Exclusions, item g.(2)(a)isamended bythe following: The phrase "less than 26 feet" is replaced by"less than 51 feet." Page 4of5 Part 3: Amendment of Conditions: 1. Other provisions of the policy notwithstanding, this policy will be primary for all losses covered herein, and the existence of other insurance will not serve to reduce our obligation. 2. You will have the right to waive our rights of recovery prior to a loss with respecttoany party. This must b*done inwriting toaffect our rights. Page 5of5