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CIVIC PLUS (CIVICREC)-2017
A-2017-076 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 191h day of April, 2017, by and between C!*Plus, Inc., a Kansas corporation (hereinafter "Cons ulta€ t"), 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"). iw RECITALS ®fCLA. The City desires to retain a consultant having special skill and knowledge in the field W! �! of activity registration and site reservation software including maintenance <3 � C� �' and support (CivicRec). uo w � ` B. Consultant represents that Consultant is able and willing to provide such services o 0 to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is.knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1, SCOPE OF SERVICES Consultant shall perform those services as set forth in its Proposal, attached hereto and incorporated herein as Exhibit A 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 the Pricing Schedule attached hereto and incorporated herein as Exhibit B. The total sure to be expended under this Agreement for installation (from April 19, 2017 through November 30, 2017) shall not exceed $22,000 which includes a 10% contingency. Thereafter, from December 1, 2017 through November 30, 2020 (plus any renewal periods) Compensation shall be at a cost of 1 % per net transaction with an amount not to exceed $15,000 per year ("Cap") for on -going maintenance and support. The total amount for the entire Agreement Term including the renewal options shall not exceed $97,000. C. City shall notify Consultant in writing when ninety percent (90%) of the Cap has been reached at any time during the Term of this Agreement. It is agreed that upon reaching the ninety percent (90%) threshold mentioned above, the Parties shall meet to discuss amending the Agreement to increase the Cap in order to cover the services for the remaining Term of the Agreement. If no agreement can be reached between the parties regarding an amended Cap prior to provision of services with an aggregate value equal to the Cap, then this Agreement may be terminated upon written notice, d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 30, 2020, with two (2) additional one-year renewal options exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 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 mariner 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. 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 Documents & 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 and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk, �ML IW 17Tr`Colo 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 naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and 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 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 bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement. 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 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. 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. 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 by the City. (iil) 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. 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 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, 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 direct or indirect 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 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. 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, documents, 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. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and Further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 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, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons; To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.Q. Box 1988 Santa Ana, CA 92702-1988 Fax (714) 647-6956 Copies to, Executive Director — Parks & Recreation Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.Q. Box 1988 Santa Ana, California 92702 Phone (714) 647-4220 ZOW City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 Consultant: CivicPlus, Inc. 302 South 41h Street, Suite 500 Manhattan, Kansas 66502 Fax (785) 587-8951 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. 13. 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 terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of 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 Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which 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 upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product 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. 16. 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 shad comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 13. 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. 19. INTELLECTUAL PROPERTY AND OWNERSHIP Intellectual Property of any software or other original works created by Consultant prior to the execution of this Agreement ("Consultant Property") will remain the property of Consultant. City shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any Consultant Property in any way; (ii) modify or make derivative works based upon any Consultant Property; (iii) "Frame" or "mirror" any Consultant Property administrative access on any other server or wireless or Internet -based device; or (iv) reverse engineer or access any Consultant Property in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any Consultant Property, or (c) copy any ideas, features, functions or graphics of any Consultant Property. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms 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. (Signatures on Following Page) IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council SONIA R. CARVALHO City Attorney By: I.... LISA STORCK Assistant City Attorney RECOMMENDED FOR APPROVAL: JEANNIE JURARDO T Acting Executive Director Parks & Recreation Services Agency CITY OF SANTA ANA f, � X RORERT C. CORTEZ DEPUTY CITY MANAGER CONSULTANT BY: Tim Grant TITLE: Director of Sales Tax ID# 48-1202104 PROPOSAL / SCOPE OF SERVICES City of Santa Ana, California 4; ;; RFP NO. 17-023 Activity Registration and Site CIVICPLUS 302 youth 4th Stmet, Suite 500 I Manhattan, Ka�isas 66502 $88-228-2233I www.civicplus.com Reservation Software Presented by, Will Spicer, Senior Regional Sales Manager EXHIBIT Executive Summary CP We realize this is a competitive situation and ask that you keep the following points in mind as you evaluate potential technology vendors; CivicRec is a fully mature product; it is not a "framework" or "toolkit" or "vaporware". We do not believe any of our competitors can match the nimble, modern, and affordable solution that is CivicRec. Review sites like Capterra,com are a good testament to this. We have a track record of not only supporting our product, but also evolving it, so it consistently stays at the forefront of design, usability, and capability. Please compare the CivicRec solution it to other products out there so you get a sense of not only what it does, but also how it feels. Our solution is specifically developed for parks and recreations. CivicRec is not a product that has been adapted from sorne other industry. N We will work with you closely to ensure your implementation meets Santa Ana's business requirements. m In order to keep our products fresh, CivicRec encourages our clients to submit product enhancement requests through an online ticket tracking system. We regularly accept and incorporate client feedback, which benefits our entire user base at no cost. All modules are available to all clients all the time at no additional cost. All software updates (product enhancements) are available to all clients at no additional cost, You will always have brand new softwarel CivicRec software is ready for immediate use by our clients. In addition, multiple product enhancements are released every year to continually develop and improve the product as a top priority. We want both our customers, and our customers' customers (the public), to experience a product that feels clean, is powerful, is actively managed, and is well -supported. 8 w EXPERIENCE AND CAPABILITY 0 CivicRec is a fully mature product with hundreds of implementations at departments of all sizes. CivicRec is not a product that has been adapted from some other industry, Parks and recreation has been our sole focus for the past ten years, and we have implemented hundreds of best practice product suggestions from the parks and recreation user community, w Our solution is web -based, hosted, and PCI compliant. w There is nothing for the City to install -no software or hardware, Our implementations are fast (-12 weeks but can be accelerated, if desired). Our pricing model is very simple, and we do not charge extra fees for support or maintenance. We provide a monthly release. Our solution is an SaaS solution and there are no additional upgrade fees, All software updates are available to all clients, every month. The City will always have brand new software! CALIFORNIA CLIENTS Big Bear Valley Recreation and Park district, Big Bear Lake o City Of Alhambra - Community Services Department City of Anaheim City of Arcadia City of Beverly Hills City of Cyprus City of Kerman Recreation & Community Services City of La Mirada Community Services City of Laguna Beach City of Lake Elsinore City of Martinez, Martinez City of Ontario Recreation & Community Services City of Pittsburg u City of Porterville Parks & Leisure Services City of Santa Clarita v City of Temecula g2 Crafton Hills College, Yucaipa Del Norte County Recreation, Crescent City Easton Archery Center of Excellence, Chula Vista m Easton Van Nuys Archery Center, Van Nuys m Elings Park, Santa Barbara Joshua Tree Recreation and Park District Kensington Community Council LA Mavericks, Agoura Hills Monterey Peninsula Regional Park District, Monterey Mountain House Community Services District Rim Of The World Recreation and Park District, Rimforest Sacramento County Regional Parks * Tehachapi Valley Recreation and Park. District Town of Moraga Tuolumne County Recreation Department, Sonora * Union City Valley Wide Recreation & Park District, San Jacinto Wasco Recreation and Parks District 12 Company Overview 0 CivicPlus' focus to help local governments work better and engage their citizens through their web environment began in 1994 in Manhattan, Kansas by the Owner, Ward Morgan. Icon Enterprises dlbla CivicPlus became a Kansas Corporation in 1998 and we are stiff headquartered in this vibrant unlversity town where our team of over 200 professionals develop and deliver superior web technology, human resources efficiency and emergency mass notification solutions for our clients. We've steadily grown over the Last 20+ years and have honed our skills working with municipal organizations across the US and Canada - helping them streamline their daily work and better inform and connect their communities. CivicRec, a CivicPlus company, has 10+ years of experience and is designed specifically to meet the needs of municipal parks and recreation departments. CivicRec strives to provide recreation departments and their customers (the public) with a modern, intuitive interface that is powerful, well -managed, and actively supported. Our parks and recreation software has been implemented using hundreds of best practice product suggestions from numerous districts and departments from across the country. Ultimately, CivicPlus is a company that's about amazing people doing amazing things. CivicPlus continues to Implement new technologies and services to maintain the highest standards of excellence and efficiency for our clients, their 55,000+ internal users and the 60 million online visitors (and counting!). CivicPlus also offers solutions to meet your website, human resources and mass notification needs. COMPANY & CONTACT INFORMATION Will Spicer 302 S. 4th Street, Suite 500 Contact Information Sr Regional Sales Manager Primary Office Manhattan, KS 66502 spicer@civicplus.com Toll Free 888-228-2233 Direct Line 785-323-4772 Fax 785-587-8951 Legal Name CivicPlus, Inc. Company Founder Ward Morgan, Owner / Chairman of the Board Incorporated In State of Kansas Gate Incorporated June 1998 GSA Contract 11 G5-35F-0124U Company Website www.CivirFlus.com Purchasing Vehicles TIPS/TAPS Contract # 2092613 CMAS Contract # 3-13-70-2966A Interlocal Purchasing 14 Organization Chart ga 15 Project Team CP Landon Schenck -- General Manager of CivicRec Landon has over 20 years of software development experience, including developing the CivicRec software from the ground up, Landon manages CivicRec product strategy and overall vision for CivicRec and also continues to personally engage with larger customers during their implementation process. Education Resume 20+ Years of Experience BBA Management Inforrnatign Software Developer IT Consulting Systems General Manager of Recreatlon Prociuct Design & Developement Software Custom Software Development Adam Block — Manager of Project Administration Adam leads our project management team. This team oversees inter -departmental and client interactions assuring that your project will be developed in a timely manner by professional website experts. Education Resume 5+Years of Experience BS Business Administration Lead Project Manager Project Management Management Financial Services Business Management Economics Team Building Customer Service Amanda Felber - Assistant Manager of Content Development Our expert content developers' goal is to migrate and arrange content for usability that exceeds the expectations of citizens and local government. Amanda's content development team strives to deliver a website on schedule that is easily understood, ADA compliant for Section 508 and WC:AG Level A & AA, and can be efficiently maintained. Education Resume 7-1, Years of Experience BA in Psychology Content Developer II Customer Service Minor in Writing Lead Content Developer Tdam Building Coursework in Editing, Business, Leadership Coaching and HTML WCAG/A7A Compliance Web Best Practices for Usability Jim Flynn — Chief Systems Architect Jim coordinates and manages our in-house experts on the technical aspects of your project development. Jim also leads our hosting and security services to ensure your systemis safe, maintained, and remains updated. Education Resume 18+ Years of Experience SA Computer Information System Architect Cyber Security Systerns information Technology Director Network Infrastructure System and Software Architacture Jim Steffensmeier — Manager of Training and Consulting From consulting services to content development to technical specifications, our consulting and training department wilt assist you in developing the right message in the right way by the right team. He will coordinate his team of professionals to deliver the consulting and training services you need to achieve success. Education Resume 10+ Years of Experience MA in Education/Adult Education Training Customer Service & Training Consulting Best Practices & Website BS in Psychology Optimization AA in Business Management US Army Veteran 17 Activity Registratio I Modules ACTIVITY REGISTRATION Quickly create programs, indicate flexible pricing, attach waivers and prompts, and assign instructors. Then, easily take registrations in-house or allow your public to register on the device of their choice, including mobile. Our software utilizes load balanced servers and can be scaled to accommodate any volume. Register multiple household members at once Resident/non-resident determination Merchant account integration Registrations accepted securely through the web Branded receipts Receipts and permits emaiied after checkout 19 In-house Staff (with permissions) can alter fees, pro -rate, and leave balances In-house payments can be spread across multiple payment types m Online registration page styled to match department website m Social networking integration m Pay balances online ES FACILITY RESERVATIONS All faci4tyfunctions in CivicRec are completely integrated. Generate and email complex permits, schedule programs, take in-house and online reservations, and schedule leagues and meetings —all without fear of double bookings! Grid views and map based bookings also make campsite reservations a breeze. A master calendar gives client staff a quick and easy wayrto view facility availability Rentals or admin reservations Reservations for scheduled activities such as head -to -head league games Waivers, prompts, and forms Recurring bookings 'A Quickly adjust rentals Easy refundable deposit tracking 2Q I Financial Reporting/ Financial System., Interface FINANCIAL REPORTING /ACCOUNTING CivicRec has a very powerful reporting engine, There are dozens of standard reports in CivicRec. However, staff can basically take any report and customize it to their liking. Filters can be added and/or removed, Fields can be added and/or removed, Reports can be sorted, saved, emaked, exported, or scheduled for regular delivery to any email address CivicRec will gladly take any reasonable reporting request from the City and ensure that it is made available as requested. Over 100 canned reports Completely customizable filters and report fields Export to Excel Quick email capabilities for displayed reports Custom report saving for future use Scheduled reports for erriail delivery to any email address at any time FINANCIAL SYSTEM INTERFACE We can produce an extract that adheres to Tyler's Eden import specification, which should allow you to import the file directly into Tyler. We can also configure the extract to be called via web service in the event the City of Santa Ana wants to script an automatic import process, 21 Online Registration and Payments ONLINE, ACTIVITY REGISTRATION CivicRec strives to have the most user-friendly registration experience on the market. Our pricing model (transaction based) demands that we do! a Registrations accepted securely through the web a Registration page styfed to match department website w Register multiple household members at once Social networking integration n Pay balances online n Present users with waivers and prompts uA Merchant account integration Branded receipts Receipts and permits emailed after checkout M POINT OF SALE CivicRec's Point -of -Sale screen makes it easy for staff to quickly sell merchandise, enroll participants, and reserve facilities — all in the same cart! It even plugs right in with your cash drawers, barcode readers, receipt printers, and credit card readers. Integrated inventory control will tell you how many of each item are available at each of your locations. Manage product categories Flexible pricing Touch screen friendly m Cash drawer and receipt printer interface o Inventory management (on roadmap) N Single checkout experience with program registrations and facility rentals 22 * Multi -level tax support Tax can be included in the price or tacked onto total m Inventory management Online Registrations and Payments Additional Functionality MOBILE FOR YOUR PUBLIC AND YOUR STAFF When users register through CivicRec, they get the same great experience on their phone/tablet that they're used to experiencing on their desktops. The mobile experience supports all the same waivers, prompts, discounts, and add-ons that the desktop version does. We always try to adhere to industry standards to ensure access by all customer populations. Mobile Responsive w No annoying app update or installation Social networking integration OR Code Support 23 Credit Card Processing MERCHANT OPTIONS / CREDIT CARD PROCESSING 0 CivicRec has multiple credit card processing options. The City may elect to have CivicRec serve as the merchant of record for credit card processing. Santa Ana may elect to use its own merchant account, in which case, CivicRec can be integrated. If the City desires its own merchant account, but needs to shop for a new one, CivicRec can provide a reference to our well -regarded processing partner, 24 25 Schedule Provided is an illustrative development timeline for the City of Santa Ana. Our average implementation timeframe is 12 weeks. If the City has implementation, training, or integration needs that require a longer timefrarne, we're happy to adjust according€y. No two customers have the exact same schedule. Factors like "all -in" versus a "scaled rollout" approach, not to mention Santa Ana's own scheduling needs, will factor into the final implementation schedule. CivicRec can begin Project Initiation as soon as contract signature is complete. The start date is driven by the City's preference, and we can add specific dates to our 12-week project plan when the City of Santa Ana confirms a start date. A CivicRec implementation is not complicated with our comprehensive base products and minimal customization requests. We can accommodate more advanced customization requests, but such requests may extend your i nplementation schedule 27 APPROACH A Project Manager will be assigned to the City to ensure that milestones are met, staff are trained, issues/considerations are addressed, and that Santa Ana has a painless startup process. CivicRec implementations are typicaly straightforward. However, if a client wishes to incorporate customizations prior to initial launch, your Project Manager will be there to help you at any point. Please note that customizations may extend the implementation timeline, A Solution Consultant will be available to work with the City of Santa Ana on implementation activities. Your Solution ConSultant will drive the end -to -end implementation process and will conduct training both for lead staff and frontline staff. A detailed Project Plan will be utilized by your Solution Consultant to facilitate project activities and track milestones. The Project Plan will outline the type of activity, the purpose of the activity, the resources required for the activity, and any associated documents specific to the activity. EXAMPLE PROJECT PLAN The following Project Plan for the Kick-off Phase is provided as a sample. We will be able to disclose a complete and more detailed project plan upon selection as a finalist. ��N"_ v>bs" ��s ACTIVITY PURPOSE RESOURCES [DOCUMENTS Task Communicate tasks necessary in CivicRec PM CivicRec: Kick-off preparation for Kick-off Checklist Meeting/ 0 Introduce Project Teams CivicRec PM Call 9 Define Roles Client PM N Review Statement of Work Meeting/ Review Draft Project Timeline CivicRec PM CivicRec; Project Call Establish Onsite Training Dates Client PM Plan 28 DATA MIGRATION At the City of Santa Ana's request, CivicRec can convert content from the City's current database, including accounts with credits, accounts with balances, future bookings, and active memberships. We have a number of custom developed scripts and libraries that we leverage for data imports. The amount of effort is dependent upon the type of data (e.g., user data imports are typically straightforward, yet historical transactions are often time consuming to import). After a more detailed discussion with the City, we can recommend options for extracting and saving data from Santa Ana's current database, INTEGRATION DEVELOPMENT There are several integration capabilities that the City may choose to leverage: CivicRec can provide integration to Santa Ana's selected payment gateway (for credit card processing), 0 Additionally, we can also produce a GL extract compatible with the City's financial system, We have interfaced with a number of different systems and are confident that we can produce a file compatible with yours. Finally, the City of Santa Ana may opt to have CivicRec integrate with its GIs system for purposes of local resident determination. TRAINING PLAN We recommend a train -the -user approach in most cases with hands-on training for participants. Users learn the system much more quickly when they're entering actual data during the training sessions. CivicRec offers limited remote training as well as onsite training. Remote training is typically better suited to smaller or seasonal groups ... or maybe as a refresher session to larger groups. Groups with diverse operations and large numbers of employees, such as the City of Santa Ana, would be better suited for onsite training, Two days of on -site training conducted over one trip to Santa Ana is estimated for this project. The specific training plan will be customized to meet your specific needs. We typically break training up by our modules (Registration, POS, Rentals, Reporting, etc.). Sometimes a client may instead ask for training according to job role, which can easily be done. Classes with more than 20 users tend to lose their effectiveness. We will also make sure any of your last minute questions are answered before Go Live. Note: We do not offer system administrator training as that is handled by CivicRec as part of our service. 29 SYSTEM TESTING/ISSUE RE50LUTION CivicRec is ready to go off -the -shelf, In some situations, our clients have asked for either software enhancements or for custom code specific to their needs. If custornizations are requested (note: an additional fee may apply), then we will work with you to fully understand your requirements prior to beginning work. If the City wishes to test the custom code changes, then we will provide a testing environment in which you can review the new functionality and provide sign -off prior to moving the code to production. TRANSITION TO PRODUCTION During the 12-week implementation period, Santa Ana and CivicRec will work together to import and/ or configure production data, develop and test integration to third party systems, and complete system training with your lead and frontline staff. The City will also have begun your marketing promotion for the new site and online registration. During Week 12, CivicRec will complete a final data import (if required) and Santa Ana will ensure the site is fully .configured and ready for launch. Once the City has indicated a Go for launch, you will place a new link on your site which will redirect your custorners tc CivicRec. During this time, CivicRec is available to be on site with you or can be avaiiable remotely for immediate assistance should the City of Santa Ana desire. 30 Pricing Overview To clarify our pricing, we offer the following overview of our cost structure. PRICING MODEL CivicRec utilizes a transaction -based pricing model of 1 % per net transaction. Customers are invoiced at the end of each month for the prior month's net transactions, If desired, CivicRec can also consider alternate pricing structures. The City of Santa Ana may prefer to negotiate an annual fixed fee that approximates I % of net annual transactions, Or, the City may prefer fixed monthly payments or may prefer to establish a cost structure where fees are passed along to end users in the form of Convenience Fees, LICENSES/USERS All customers on the CivicRec system receive the entire system with no #icenses to purchase or update. CivicRec does not price per -user. There is no price increase or limit to concurrent users. MERCHANT PROCESSING Customers do have the option of using their own merchant account if they choose. For departments that do not have an existing merchant account, there is an option for CivicRec to colfect and disburse all credit card monies. A Percentage + Transaction Fee (3% t $0.30 per transaction) applies. This fee is assessed separately from the software fee of 1%, Convenience fee options are also available for passing along merchant fees. PROFESSIONAL SERVICES INVOICING Professional services are invoiced separately from Software/Merchant invoices, Santa Ana will not owe any money for solicited services until the services are certified to have been completed in full. INVOICING Unless contracted otherwise, CivicRec invoices on a monthly basis. On the first of each month, CivicRec will initiate an electronic invoice that includes Software Fees (based on the prior month's Net Revenue) and also Merchant Fees (if applicable), Standard payment terms are Net 30, CivicRec does not sell hardware but will happily work with the City of Santa Ana to identify and procure hardware that is known to be compatible with the CivicRec system. 36 Technical Attributes CP Is your product offered as a hosted or on -premise solution? CMcRec is cloud -based .and utilizes a transaction -based pricing model. There are no minimum requirements to run CivicRec. It's cloud -based and simply requires a reasonably modern PC with internet access. We recommend running it on a high speed internet Connection, Will the City own a perpetual license to the software? Yes. During the lifetime of the contract, CivicRec will handle all server -side maintenance, backups, replication, PCI compliance, fixes, patches, and software upgrades. All maintenance, hosting, and product upgrades are included at no additional cost beyond the net transaction fee per month. Will the City own and have direct access to the database? Yes. Does your firm provide the ability to export the database for the City to archive locally? Yes. Does your product have prebuilt API's for integration with other systems? Yes, Does your firm provide development, testing, and production environments? Yes. We would like to offer the City of Santa Ana the opportunity to access a CivicRec sandbox environment so the City can trial the product during the software evaluation process. The sandbox will mirror the production environment and will include all CivicRec capabilities. It's important that the City understand exactly what you're getting prior to signing up. We can also offer the assistance of a CivicRec Solution Consultant during this period to ensure you are getting the most out of the sandbox. How are updates and patched applied to the system? CivicRec currently utilizes a monthly release schedule, The City of Santa Ana can expect to receive an average of one new feature per month. We also try to release a new major module quarterly. If bugs are identified, those are "hotfixed" into production and do not await our standard release dates. What are yopur support levels and hours? CivicRec has formalized support procedures that involve the following Tiers: Tier 1: Simple usability issues and 'How do IT questions Tier 2: Complex functional questions Tier 1 Technical issues During regular support hours, we try to have at least six resources available across all tiers. Staff range in experience from 1 to 5 years of supporting the CivicRec product. There is an escalation procedure that is followed by all staff from the initial reception of the issue to its successful resolution. Communication is maintained with the Client throughout the process. 38 Technical Attributes C, Does your product support Active Directory/ LDAP integration for single sign -on? CivicRec is currently developing Active Directory integration. This feature will be made available to the City once it is released. Professional service fees may apply for Active Directory implementation. Does your system provide SSL encryption? Yes. An SSL cerfiticate can be provided if needed. Does your product support a browser -based client? Yes, Does your system support the leatest versions of Microsoft Internet Explorer, Microsoft Edge, Gcogle Chrom, Firefox, and Apple Safari? Yes. Does your system require and browser plug -ins? No. Does your system utilize HTML5? Yes. Does your systems user interface provide a responsive design for adjusted layouts on mobile devices? Yes. 39 40 Technical Support eP Support CivicRec is an Internet -based., fully hosted software solution. We will handle all of the server -side maintenance, backups, replication, PCl compliance, fixes, patches, and software upgrades. All maintenance, hosting, and product upgrades are included at no additional cost within the net transaction fee per month. CivicRec processes standard support requests from 9am-6pm Eastern, Monday -Friday (excluding holidays). Emergency support is offered 24/7. A toll free number will be provided to you upon contract signing at no. cost. We also offer an online support system for users to submit software issues or requested enhancements. For emergencies, users may either call CivicRec or enter an emergency ticket into the system. Emergency tickets include any CivicRec issue that is causing a disruption to your ability to use our system (i.e., the website is down). These issues are addressed immediately. Additionally CivicRec is available to be on site with you when needed (travel expenses may be incurred), CivicRec also maintains a product Knowledge Base where users can review articles and can get tips on best practices. The Knowledge Base is also where we store Release Notes and PCI certificates. 41 Features &Functionality Hardware The City may opt for a variety of hardware peripherals to enhance the CivicRec experience. CivicRec can be integrated with magnetic stripe readers, barcode readers, thermal printers, cash drawers and more. While CivicRec does not provide this hardware, we are happy to assist with procurement and implementation. Release / Upgrade Schedule CivicRec currently utilizes a monthly release schedule. The City of Santa Ana can expect to receive an average of one new feature per month. We also try to release a new major module quarterly. If bugs are identified, those are "hotfixed" into production and do not await our standard release dates. CivicRec is an Saa5 solution and all customers are on the same code base. Product enhancements are provided on an ongoing basis to our clients at no additional charge, Many, if not most, of these enhancements originated from a customer enhancement request that was applied to base product and made available to all CivicRec customers. System changes are communicated via our website (users will see a notice upon login). For major changes that may require additional staff training (e.g., a brand new module is being released), we will notify the City in advance and schedule the rollout with you as appropriate. We base our roadmap on requests from our customers as well as on our own internal product goals, We maintain a roadmap request system that allows for customers to request changes and to up/down vote ideas that are under consideration. PC] Compliance For credit card security, CivicRec maintafns PCI compliance through an Approved Scanning Vendor (ControlScan). We are scanned monthly and provided a quarterly certificate of compliance. Our customers are provided a copy of that certificate for use in their own PCI Compliance. We also try when possible to take CivicRec (and you) completely out of PCI scope by leveraging "hosted" payment pages when available. Many payment gateways have payment forms that can be embedded within CivicRec (or that the browser can be redirected to) that ensure card data never touches the CivicRec servers. Instead, the card data is keyed directly into the payment gateway's form, and CivicRec simply receives a notification that the payment was successfully made, 42 Hosting &Security eP Data Center/Security CivicRec utilizes industry standards, insurance requirements, and PCI requirements to ensure that CivicRec is only accessed in the manner it's intended to be accessed and by people who are authorized to do so. Methods include: Physical security at our Tier I data centers (Coders, TeIX, and Rackspace) Server firewalls Anti -virus scanning IP logging and filtering Application security monitoring All data centers provide a network operation center with 24/7/365 monitoring of the data center environment, system availability, and performance. The data centers are SSAE 16 compliant. For user security, the CivicRec will assist Santa Ana in configuring user levels and assigning users to those groups. Thousands of permissions can then be configured on a group by group basis. Most permissions apply an individual pages, but some also apply to specific functions within a page (buttons, fields, etc). CivicRec will guide the City through this process as part of Training & Implementation. Disaster Recovery/Redundancy CivicRec has policies and procedures in place to ensure continuity and disaster recovery. We utilize local, replicated .servers to ensure that copies of data, software, and files are always available and up to date. These servers can be rolled over in the event of hardware failure or other local issues. In addition, we have a multi -times per day process that encrypts backups and sends there offsite for purposes of disaster recovery. This process ensures that we can reconstitute our entire product and underlying data structure with limited downtime and loss of data... even in the event of catastrophe. Data Backup and Archive The City of Santa Ana can export data as needed in the standard reporting tool. if the City has elevated data retention requirements, CivicRec can have a scoping session with Santa Ana to address those, Professional Services fees may apply to custom configurations/capabilities, 43 Features &Functionality MEMBERSHIP MANAGEMENT Customer Management in CMcRec is particularly easy. Associate photos and avatars with users for use on membership cards and system profiles. Staff can see a history of all Of the account's transactions. Leave credit/debit cards on file for future and n� ro 4 W+. arurwx; 3 recurring payments.. Perform other functions like sending invoices, merging accounts, and more. Easily sell memberships and punch cards, take photos of mernbers, print cards or associate bareode key tags, and check people into a facility. CivicRec will even help you auto -bill your members to ensure everyone stays paid and current. LEAGUE MANAGEMENT Athletics staff can easily create leagues, draft players, assess skills, and generate schedules, Public facing "Scores and Schedules" pages can be linked to directly from your website so that your public always has up to date information about their leagues, We are continuing to evolve these tools including an exciting "Parent/Player Portal" that will make it even easier for participants to follow their leagues. a Team or individual signup % Assessments Auto -scheduling with drag -and -drop adjustments a Drag -and -drop drafting Enter in game results Schedules, scores, and standings available by link from your website 44 ME Features & Functionality CP TICKETING Easily generate tickets for events either through our desktop or our mobile experience. Public users receive additional pages, along with their receipt, that contain their tickets. Those tickets can then be printed and scanned into our mobile check -in or desktop check -in screens. Public users may also prefer to simply show the tfcket code on their phone display instead of printing. EMAIL/SMS BLASTS There are several links within CMcRec that allow for mail blasts. Many of our reports and roster views allow for mass mailings with just the click of a button. The People Finder report is a particularly handy report that allows for mailings based on several different filters. SMS messaging has recently been introduced to facilitate those particularly time -sensitive notifications like cancellations. SURVEYS Participants will automatically receive post -program surveys requesting feedback on your programs, organization, instructors, and processes. This information is captured and is presented back to staff to assist in determining how well the Cfty of Santa Ana programming is being received. 45 PRICING SCHEDULE IMPLEMENTATION Task Description EXIBIT 13 PRICING SCHEDULE Estimated Hours Cost Project Management 40 $4000 On -Site Training 1, 2 day Session $4000 Travel Costs Included System Integration 40 $4000 Data -Migration 40 4000 Total Implementation $16,000 (Hours may be adjusted from one task to another) ADD -ON SERVICES On Site Visits (Travel Costs Incl.) $1,500 Per Day/Two Day Minimum Add] Days to Same Visit (Travel Costs Incl.) $1,300 Per Day Remote Service $100 Per Hour Credit Card -Orbital Pmt. Gateway Integration $1,000 One -Time Cost TRANSACTION FEES Maintenance 1 % per net transaction fee All software support and maintenance is included within the 1 % per net transaction fee. (Please note that credit Card processing is not included,) The 1 % yearly fee is inclusive of all maintenance, support, backups, product upgrades, etc, Optional Ongoing Items Only if CivicRec is used as merchant provider Credit Card Fees (3% + $0.30 Per `transaction) EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2, With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative GATE (MWDD/YYYY) �'� +CERTIFICATE OF LIABILITY' INSURANICE 4/21f2017 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 Brooke Steiner NAME: Chanson -Wilson Insurance PHONE FAX (7.$5I537-1600 ......... IAIC,No).('85)537-1657 .............. 555 Poyntz Avenue, Suite 205 AdgxESS:bsteinerpcharlsonwilsnn.com P.O. Box 1989 INSURER($L AFFORDING COVERAGE .. N'AICff Manhattan KS 66505-1989 wsURERA Chubb Group of Ins. Companies INSURED INSURER B Ci.v:i cPlus , Inc . - INSURER C ; i 302 S. 4th Street, Suite 500 INSURER Manhattan KS 66502 1 INSURER : I I COVERAGES CFRTIFICATF Nt1MRFR-2016-2017 CivicPlus REVISION NUMRER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE (INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSR TYPE OF INSURANCE ADDL SUBR LTR INSD WVO POLICY NUMBER POLICY EFF I POLICY EXP I LIMITS MMIDBIYYYY MMIDBFYYYY XCOMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ I 2,000,000 '.,..„ CLAIMS -MADE X OCCUR ',. DAMAA j PPRREMISES(OEaENTED occurrrenrs) $ 2,000,000... i ac blanket contractual X 3602-53-12 5/17/2016 5/17/201I MED EXP (Any one person) $ 10,000 la.abilit* PERSONALS,ADVdNJURY $ 1,000,000,. GENT AGGREGATE LIMIT APPLIES PER: '..... ''.... ,. GENERAL AGGREGATE $ 2,000,000 X POLICY PE © F -1 ' LOC PRODUCTS - COMPIOP AGG $ 2,000,000 OTHER. '.. Information & Network Tech $ 3 , 000 , 000 AUTOMOBILE LIABILITY ',. ,_........_ COMBINED SINGLE LIMIT $ '_...LFa accrc1w ta.. _ 1,000,000 A X ANY AUTO BODILY INJURY (Per person) $ ..... ... —.. ALL OWNED SCHEDULED AUTOS AUTOS (16) 7358-87-9.2 5/17/2016 5/17/2017 BODILY INJURY (Peraceident) $ .. .. NON -OWNED PROPERTY DAMAGE $ HIRED AUTOSaccident) _ AUTOS (Per accident) .... ... Terrcnsm $ X UMBRELLA LIAR OCCUR '....... EACH OCCU A EXCESS ILIAB CLAIMS -MADE,. .... _. I AGGREGATE $ ........ - DED 1RETENTION$ 7989-4.9-14 .. .__... ....... 5/17/2016 5/17/2017 1 .. ..... ...... WORKERS COMPENSATION PER OTH AND EMPLOYERS' LIIABULITY YIN STATUTE . EIz I IANY PROPRIETORfPARTNERfEXECUTIVE NIA... E L EACH ACCIDENT $ ... 1 1 000 00(} r OFFICERIMEMBEREXCLUDED? (Mandatary in NH) (17) 7174-92-49 5/17/2016 5/1..7/2017 E.L.ISEASE - EA EMPLOYEE $ 1, 000, 000... If yes, describe under _. , _ ... DESCRIPTION OF OPERATIONS below E_L DISEASE - POLICY LIMIT $ 1,000,000 A i I Directors 6 Officers 8242-9361 5/17/2016 5/17/2017 Aggregate Limit $1,000,000 Cyber Liability 3602..-53-12 5/17/2016 5/17/2017 Aggregate Limit $3,000,000 DESCRIPTION OF OPERATIONS I LOCATION'S I VEHICLES (ACORD 1.01, Additional Remarks. Schedule, may be attached If more space is required) The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named as additional insureds with regard to liability & defense of suitsarising from tZerationsd uses ',performed by or on behalf of the named insured.A1 SHOULD ANY OF THE A E DESr POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION THEROTICE: WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY ONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE fn B L' o o k e S t €, i n e L' / TAIL �"' ',,•'k '" '" '1' ,,•+$-'-- -'��' 4.., +d..:.�F,,,„�. 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD I N50251901Ani t EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company Cliu'r-WbC-14M,,Q! 16110L(L (,CrnP(Art�S This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (3,0) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, (Completion of the following, including countersignature, is required to make this endorsement effective,) Effective this endorsement form as a part of Policy # Issued to)4 Named Insured Countersigned by 11 vu �Vl, I... -I %111un Authorized Represen�a,"- J ,�t> R" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDt"YYYY) 5/16/201.7 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 CT Brooke Steiner Charlson-Wilson Insurance PAHrONNa, ext)s (785) 537-1600 1 (AX No): (785)537 1657 555 Poyntz Avenue, Suite 205 ADDR1ESS-bsteiner@charlsonwilson.com P.O. Box 198:9 ....I'.NSURER(S)"AFFORDING COVERAGE -_ NAIC # Manhattan KS 66505-1989 PA INSURER A !Chv.bb Group,cif Ins. Companies _. -.INSURED CivicPlus, Inc. �. .-.., ..hr INSURER 302 S. 4:th Street, Suite 500 INSURERD: limanhattan KS 66502 1INSURER F: i1nk1rI*A1_9Q 1-r-PTIFIr'ATF All IMRI"r7• C117-201A. RFVICION NI IMRFR- 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. -1NSR' -__-. -_-- ---- -ADDL SUBR -._ ....... POLICY EFF _ POLICY EXP ' -- -_--LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MG,AlDDIYYYY MMIDD)YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 _. " A :. CLAIMS -MADE 1i OCCUR -- DAMAGE TO RENTED $ 2,000,000 PREMISES (Ea occurrence) x --. blanket contractual 3602-53-12 5/17/2017 5/17/2018 MED EXP (Ary one person) $ 10,000 liability PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 1 $ 2, 000,000 GENERAL PRO - X POLICY LOC _._. -- PRODUCT, - GOMPIOP AGG $ --. 2,000,000 _ JECT OTHER: .. ..- t Information & Network Tach 1 I $ 3,000,000 AUTOMOBILE LIABILITY f COMBINED SINGLE LIMIT $ 1,000,000 L(Ea acc,dent) ........ . .... -. --_- ___-- X 1 j ANY AUTO BODILY INJURY (Per person) $ ..� ALL OWNED SCHEDULED (16) 7358-87-92 5/17/2017 "- 5/17/2018 BODILY INJURY (Per accidank)I $ AUTOS AUTOS NON HIRED AUTOS j ,.. ---- $ _........ ...._. AUTOSWNED IP ,(Ora cdentjAMAGE Terrorism �$ UMBRELLA LIAB OCCUR 1 EACH OCCURRENCE $ 5,000,00.0. A EXCESS LIAR i CLAIMS -MADE] AGGREGATE $ . �DED RETENTION$ i7989-49-14 i 5/17/2017 5/17/2018 $ WORKERS COMPENSATION - X I STATUTE ORH AND EMPLOYERS" LIABILITY YINI I -- El EACH ACCIDENT $ 1 000, 000 ANY PROPRIETOR/PARTNERIEXFCUTIVE CFFICERIMEMBER EXCLUDED? A (Mandatory in NH) N ! A (17)7174-92-49 :.: 5/17/2017 5/17/2018 _ _ , - EL DISEASE - EA EMPLOYEE $ --. 1,000,0100.... -- ----- -- --. If yyes describe under. DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT � $ 1,000,000 A Directors & Officers 8242-9361 5/17/2017 5/17/2018 Aggregate Limit $1,000,000 ',. Cyber Liability 3602-53-12 ''! 5/17/2017 5/17/2018 I! I Aggregate Limit $3, 000, 000 DESCRIPTION OF OPERATIONS) LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached, if more space is required) eviewed b . City of Santa .A.na. 20 Civic Center Plaza Santa Ana, CA 92701 L917fW111.-#.R Wowl1.-l\.I 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 make SiLeiner./TAL ` ti C 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 r7nlantl ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company CLubb C,-,lar o4 lrworp- urnp-OPt-2, This endorsement modifies such insurance as is afforded by the provisions of Policy . (PU) - 53- Q relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is riot additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective +19 11 n this endorsement form as a part of Policy # 4 Co 3 - ) j Issued to Lfyjr Named Insured Countersigned by (A L Zn Authorized Representative Reviewed by: PRCSA/Admin. Tori Pierson z o Page 1 of 2 AC^R�0> C" CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 06/10/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE 1-877-945-7378 FAX 1-888-467-2378 AIC No Ext : AIC, No): E-MAIL certificates@willis.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURERA: Great Northern Insurance Company 20303 INSURED CivicPlus, LLC 302 S 4th Street, Suite 500 INSURER B: Federal Insurance Company 20281 INSURERC: Westchester Surplus Lines Insurance Compan 10172 INSURER D : Manhattan, KS 66502 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: W21237828 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 OF INSURANCE ADDLTYPE INSD WVDUBR POLICY NUMBER MM DDPOLICY IYYYYI iMM/DDfYYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE � OCCUR DAMAGE T PREM SESOEa occurrDence $ 2,000,000 MED EXP (Any one person) $ 10,000 A Y 3602-53-12 05/17/2021 05/17/2022 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO ❑ LOC JECT X PRODUCTS-COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS 7358-87-92 05/17/2021 05/17/2022 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY B UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X AGGREGATE $ 5,000,000 EXCESS LAB CLAIMS -MADE 7989-49-14 05/17/2021 05/17/2022 DED X RETENTION $ 0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA ( 22 ) 7174-92-49 05/17/2021 05/17/2022 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ C Technology Errors and Omissions F15611984 002 04/30/2021 04/30/2022 Aggregate/ ded $5,000,000/$25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 05/18/2021 WITH ID: W20947704. The City of Santa Ana, Risk Management, it's officers, employees, agents, representatives, and volunteers are included as Additional Insureds as respects to General Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor Santa Ana, CA 92702 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 Risk Muage nenf Ihvieion REAEWEo & APPROVED B'r: 'r=# '+ tl 7o ci �eeais © 1988-2016 ACORD C( — .—nogemen, ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 21197135 BATCH: 2125567 AGENCY CUSTOMER ID: LOC #: ® ADDITIONAL REMARKS SCHEDULE AGENCY Willis Towers Watson Northeast, Inc. POLICY NUMBER See Page 1 CARRIER See Page 1 ADDITIONAL REMARKS NAMED INSURED CivicPlus, LLC 302 S 4th Street, Suite 500 Manhattan, KS 66502 NAIC CODE See Page 11 EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance purchased by the City. Page 2 of 2 Ri& Mamgmati Dh-:gi. IL 7QW 761z� P&Waa REVIEwm & APPROVED B'r' ACORD 101 (2008/01) © 2008 ACORD CC The ACORD name and logo are registered marks of ACORD SR ID: 21197135 BATCH: 2125567 CERT: W21237828 C H U B B° Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance MAY 17, 2021 TO MAY 17, 2022 MAY 17, 2021 3602-53-12 TPA CIVICPLUS, LLC GREAT NORTHERN INSURANCE COMPANY JUNE 4, 2021 Under Who Is An Insured, the following provision is added Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured - Scheduled Person Or Organization Form 80-02-2367 (Rev. 5-07) Endorsement G�LWC.%nu Y�Q�6 Risk Management CI a i-1 Aide CHUBB" Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGROUVIENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY TIHS POLICY. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance AddiSonalInsured - Scheduled Person Or Organization Form 80-02-2367 (Rev. 5-07) Endorsement G�LWC.%nu Y�Q�6 Risk Management CI a i-1 Aide C H U B B° Policy Conditions Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date issued This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Conditions Cancellation Policy Conditions MAY 17, 2021 TO MAY 17, 2022 MAY 17, 2021 3602-53-12 TPA CIVICPLUS, LLC GREAT NORTHERN INSURANCE COMPANY DUNE 4, 2021 The following changes are made as respects exposures in the state of Kansas. Under Conditions, Cancellation and When We Do Not Renew are deleted and replaced by the following: We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation, stating the reasons for cancellation, at least: • 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or • 30 days before the effective date of cancellation if we cancel for any other reason. If this policy has been in effect for 90 days or more, or if it is a renewal of a policy we issued, we may cancel this policy only for one or more of the following reasons: • nonpayment of premium; • this policy was issued because of a material misrepresentation; • you or any other insured violated any of the material terms and conditions of this policy; • unfavorable underwriting factors, specific to the insured, existed that were not present at the inception of this policy; Kansas Mandatory Form 80-02-9737 (Ed. 3-96) Endorsement Rifil>,i Dhiakm WoEwm & APPROVED BY' /QiG �[£/SP.Qf2 Risk NFanagement Cl eriral Aide Conditions Cancellation (continued) When We Do Not Renew Porky conditions a determination by the insurance commissioner that continuation of coverage could place us in a hazardous financial condition or in violation of the laws of the state of Kansas; or a determination by the insurance commissioner that we no longer have adequate reinsurance to meet our needs. If we decide not to renew this policy, we will mail or deliver written notice of nonrenewal, stating the reasons for nonrenewal, to the first Named Insured at least 60 days prior to the expiration date of the policy. Any notice of nonrenewal will be mailed or delivered to the first Named Insureds last mailing address known to us. If notice is mailed, proof of mailing will be sufficient proof of notice. All other terms and conditions remain unchanged. Authorized Representative Kansas Mandatory Form 80-02-9737 (Ed 3-98) Endorsement Rick Mudgmeni nhiakm WoEwm & APPROVED BY' /QiG �[£/SP.Qf2 Risk NFanagement Cl eriral Aide Cyber Crime Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: Chubb Cyber Enterprise Risk Management Policy Chubb DigiTech® Enterprise Risk Management Policy It is agreed that solely with respect to the coverage provided by this endorsement, the Policy is amended as follows: 1. Item 4. of the Declarations is amended to include the following: Each Loss Aggregate Limit of Each Loss Cyber Crime Insuring Agreements Limit of Insurance Retention Insurance ® Funds Transfer Fraud Limit of $250,000 $250,000 $25,000 Insurance ® Computer Fraud Limit of $250,000 $250,000 $25,000 Insurance ® Social Engineering Fraud Limit $250,000 $250,000 $25,000 of Insurance 2. Section I, INSURING AGREEMENTS, is amended by adding the following: CYBER CRIME INSURING AGREEMENTS Funds Transfer Fraud The Insurer will pay for loss of Money or Securities sustained by an Insured resulting directly from Funds Transfer Fraud committed by a third party which is Discovered during the Policy Period. Computer Fraud The Insurer will pay the Insured for loss of Money, Securities or Property sustained by an Insured resulting directly from Computer Fraud committed by a third party which is Discovered during the Policy Period. Social Engineering Fraud The Insurer shall pay the Insured for loss of Money or Securities sustained by an Insured resulting directly from Social Engineering Fraud committed by a person purporting to be a Vendor, Client or an Employee who was authorized by the Insured to instruct other Employees to transfer Money or Securities which is Discovered daring the Policy Period. Hereinafter, the above Insuring Agreements shall be collectively referred to as the "Cyber Crime Insuring Agreements". 3. Section II, DEFINITIONS, is amended to include the following: Client means a customer of an Organization to whom such Organization provides goods or services tinder written contract or for a fee. Computer Fraud means the unlawftd taking of Money, Securities or Propi � w.�,enn Computer Violation. jj// ������■���� _�_�,.,��}� �'^ ^'7"°"®�' G�lID1Jll�t _. PF-48257 (og/18) ffiskM—g—I CIe i-lAide Computer Violation means the unauthorized entry into, or transmission of corrupting or harmful software code into the Insured's Computer System which is directed against an Insured. Cryptocurrency means a digital or electronic medium of exchange, operating independently of a central bank, in which encryption techniques are used to regulate the generation of units and to verify the transfer of such units. Discovery or Discovered means knowledge acquired by a Control Group Member of an Insured which would cause a reasonable person to believe a covered loss has occurred or an occurrence has arisen that may subsequently result in a covered loss. This includes loss: 1. sustained prior to the inception date of any coverage under this endorsement; which does not exceed the Retention set forth in in Item 4. of the Declarations; or 3. the exact amount or details of which are unknown. Employee means any natural person in the regular service of an Insured in the ordinary course of such Insured's business, whom such Insured governs and directs in the performance of such service, including a part-time, seasonal, leased and temporary employee, intern or volunteer. Any natural person that otherwise meets the foregoing definition shall be considered an Employee even if such person's title is that of partner, principal, director, officer, or if such person is a Control Group Member. Funds Transfer Fraud means fraudulent electronic, telegraphic, cable, teletype, facsimile, telephone or written instructions (other than forgery), purportedly issued by an Insured, and issued to a financial institution directing such institution to transfer, pay or deliver Money or Securities from any account maintained by such Insured at such institution, without such Insured's knowledge or consent. Money means currency, coin, bank notes and bullion. However, Money does not mean Securities or any Cryptocurrency. Official Authorization means a valid signature of an actual Employee or an electronic record of entry and approval into a wire transfer system, accounting system, or similar system which is capable of maintaining and reproducing an audit trail which demonstrates that an actual Employee approved a transaction within their authority. A forgery is not an Official Authorization. Official Authorization shall not include a typed name in any form (including but not limited to email, letterhead or pre-printed material), but shall include electronic reproductions of hand-written signatures in any form. Property means any tangible property other than Money and Securities. Property does not include Digital Data. Securities means negotiable and nonnegotiable instruments or contracts representing either Money or property including revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use, casino chips, tokens and tickets, provided that Securities does not include Money or any Cryptocurrency. Social Engineering Fraud means the intentional misleading of an Employee, through misrepresentation of a material fact which is relied upon by an Employee, believing it be genuine which results in the transferring, payment or delivery of Money or Securities. Vendor means any entity or natural person that has provided goods or services to an Insured under a legitimate pre-existing arrangement or written agreement. However, Vendor does not include any financial institution, asset manager, broker -dealer, armored motor vehicle Insurer, or any similar entity. 4. The definition of Insured set forth in Section II, DEFINITIONS, is deleted and replac Rifil Muagmati Dhisim FhmEwm & AWROVED BY: Insured means the Named Insured and its Subsidiaries. 7 PF-48257 (o9/18) Rik K.—g—EC1ei-[Aide 5. Section III, EXCLUSIONS, is deleted and replaced with the following: A. No coverage will be available for: i. loss due to kidnap, ransom or any other extortion payment surrendered to any person as a result of a threat to do bodily harm to any person or a threat to do damage to any property; 2. loss involving: a. the disclosure of an Insured's or another entity or person's confidential or personal information while in the care, custody or control of an Insured, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any similar type of non-public information; b. loss involving the use of another entity or person's confidential or personal information while in the care, custody or control of an Insured, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any similar type of non-public information; or c. fees, costs, fines, penalties or any other expenses incurred by an Insured which result, directly or indirectly, from the access to or disclosure of another entity or person's confidential or personal information, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any similar type of nonpublic information, provided that this Exclusion 2. a. and b. shall not apply to loss that is otherwise covered under any Cyber Crime Insuring Agreement; 3. loss or damage due to declared or undeclared war, civil war, insurrection, rebellion, revolution, military, naval or usurped power, governmental intervention, expropriation or nationalization, or any act or condition incident to any of the foregoing; 4. loss or damage due to nuclear reaction, nuclear radiation or radioactive contamination, or any act or condition incident to any of the foregoing; 5. loss of income not realized as the result of a covered loss; 6. indirect or consequential loss of any kind; 7. fees, costs or expenses incurred or paid in defending or prosecuting any legal proceeding or claim; 8. loss sustained by one Insured to the advantage of any other Insured; 9. loss or damage due to Computer Fraud or Funds Transfer Fraud or other fraudulent, dishonest or criminal act committed by any authorized representative of an Insured, whether acting alone or in collusion with others. B. With respect to the Funds Transfer Fraud and Computer Fraud Insuring Agreements, no coverage will be available for loss resulting from any transfer, payment or delivery of Money, Securities or Property approved by an Employee, or arising out of any misrepresentation received by any Employee, agent, independent contractor or other representative of the Insured, whether such transfer, payment or delivery was made in good faith or as a result of trick, artifice, fraud or false pretenses. C. With respect to the Social Engineering Fraud Insuring Agreement, the Insurer shall not be liable for: 1. loss or damage to Money or Securities as a result of Computer Fraud or Funds Transfer Fraud; 2. loss due to any investment in Securities, or ownership in any corporation, partnership, real property, or similar instrument, whether or not such investment is genuine; Rifil Mudgme,i Dmsbm 3. loss due to the failure of any party to perform, in whole or in part, under any coi'" APPROVED B ' Al _ 761Z� PC£Ww, PF-48257 (09/18) Risk Ma—ge tClei-[Aide 4. loss due to the extension of any loan, creditor similar promise to pay; 5. loss due to any parry's use of or acceptance of any credit card, debit card or similar instrument, whether or not genuine; 6. loss due to any person purporting to be a representative of any financial institution, asset manager, broker -dealer, armored motor vehicle company, or any similar entity; 7. loss of Money or Securities while in the mail or in the custody of any carrier for hire, including but not limited to any armored motor vehicle company; 8. loss due to the failure, malfunction, inadequacy or illegitimacy of any product or service; 9. loss of or damage to any Property; 1o. loss due to any gambling, game of chance, lottery or similar game; 11. loss in excess of $50,000, unless the transferring, payment or delivery of Money or Securities is made: a. by a Control Group Member, or b. by any Employee (other than a Control Group Member), agent, independent contractor or other representative of the Insured, after receiving Official Authorization from: i. a Control Group Member, or ii. an Employee acting in a supervisory capacity. D. In addition to the amended Section III, no coverage will be available for: i. loss unless sustained by any Insured at any time, and Discovered during the Policy Period and prior to the termination of the coverage provided by this endorsement as to such Insured; 2. loss unless sustained by any Insured at any time, and Discovered during the Policy Period and prior to the termination of any Ober Crime Insuring Agreement or any particular coverage offered under any Cyber Crime Insuring Agreement; 3. loss unless sustained by any Insured at any time, and Discovered during the Policy Period and prior to the termination of the coverage provided by this endorsement in its entirety, provided that in no event will coverage be available under this coverage for such loss if such loss is covered under any renewal or replacement of this coverage or any Cyber Crime Insuring Agreement or any particular coverage offered under any Ober Crime Insuring Agreement. 6. Section V, EXTENDED REPORTING PERIOD, is deleted. 7. Section VI, LIMITS OF INSURANCE, is deleted and replaced with the following: The Insurer will pay for loss sustained by an Insured at any time and Discovered during the Policy Period. The Insurer's maximum liability for each loss shall not exceed the limit of insurance applicable to such loss, as set forth in Item 4 of the Declarations for this Policy, as amended by this endorsement, regardless of the number of Insureds sustaining such loss. The Insurer's maximum liability shall not exceed the limit of insurance: 1. Applicable to the Funds Transfer Fraud Insuring Agreement: for all loss or losses resulting from any act, casualty or event, any series of related acts, casualties or events, or any act or series of acts committed by one natural person or entity, or in which the same group of natural persons or entities acting together are implicated, regardless of whether such act, casualty or event - -- -r - --- casualties or events was committed or occurred before or during the Policy Pei } o� W& Mudgme,i Dhiabn 2. Applicable to the Computer Fraud Insuring Agreement: for all loss or losses res " "PPR°"m BY.' casualty or event, any series of related acts, casualties or events, or any act or se 7 PF-48257 (o9/18) Rik Ma—ge tCl rii-[Aide by one natural person or entity, or in which the same group of natural persons or entities acting together are implicated, regardless of whether such act, casualty or event or series of acts, casualties or events was committed or occurred before or during the Policy Period. Applicable to the Social Engineering Fraud Insuring Agreement: for all loss or losses resulting from any act, casualty or event, any series of related acts, casualties or events, or any act or series of acts committed by one natural person or entity, or in which the same group of natural persons or entities acting together are implicated, regardless of whether such act, casualty or event or series of acts, casualties or events was committed or occurred before or during the Policy Period. If a loss is covered under more than one Ober Crime Insuring Agreement, the maximum amount payable under this Policy shall not exceed the largest applicable limit of insurance of any such Ober Crime Insuring Agreement. The Insurer's total cumulative liability for all loss Discovered during the Policy Period shall not exceed the applicable Cyber Crime Aggregate Limit of Insurance as set forth in Item 4. of the Declarations. Such amount shall be part of and not in addition to the Maximum Policy Aggregate Limit of Insurance as stated in Item 3. of the Declarations. Each payment made under the terms of this endorsement shall reduce the unpaid portion of the applicable Ober Crime Aggregate Limit of Insurance and the Maximum Policy Aggregate Limit of Insurance until they are exhausted. On exhausting the applicable Ober Crime Aggregate Limit of Insurance by such payments the Insurer shall have no further liability for loss or losses regardless of when Discovered and whether or not previously reported to the Insurer; and the unpaid portion of the applicable Cyber Crime Aggregate Limit of Insurance and Maximum Policy Aggregate Limit of Insurance shall not be increased or reinstated by any recovery made and applied in accordance with Section XVIII. Recoveries (as amended in paragraph 17 of this endorsement). In the event that a loss of Securities is settled by indemnity in lieu of payment, then such loss shall not reduce the unpaid portion of the applicable Cyber Crime Aggregate Limit of Insurance or Maximum Policy Aggregate Limit of Insurance. 8. Section VII, RETENTION, is deleted and replaced with the following: A. The Insurer's liability under this Policy shall apply only to that part of each loss which is in excess of the applicable Retention set forth in item 4 of the Declarations for this Policy. B. If an Insured receives payment under another policy or bond, after applying a deductible or retention, for loss also covered hereunder, then the applicable Retention set forth in Item 4 of the declarations as amended by this endorsement shall be reduced by the deductible or retention previously applied to such loss. Notwithstanding the foregoing, if an Insured receives payment under another policy or bond, including but not limited to the Other Crime Policy, as set forth in paragraph 13., amended Section XII., Other Insurance, of this endorsement, after applying a deductible or retention, for loss also covered hereunder, then the Retention set forth in Item 4 of the Declarations shall be reduced, up to the amount of such Retention, by the sum of: i. the deductible or retention amount previously applied to such loss, and 2. any amount paid with respect to such loss under such other policy or bond. 9. Section VIII, NOTICE, is deleted and replaced with the following: Section VIII. NOTICE AND PROOF OF LOSS A. Knowledge possessed by any Insured or Discovery shall be deemed knowledge possessed by or Discovery by all Insureds. B. It is a condition precedent to coverage hereunder that, upon Discovery, the Name Rifil Mu4gmeni Dhialm i. give written notice to the Insurer as soon as practicable but in no event lat ""PRE m BY.' such Discovery; �., PF-48257 (o9/18) R�kn��ye r�r��ia�e 2. furnish affirmative proof of loss with full particulars to the Insurer as soon as practicable but in no event later than 18o days after such Discovery; 3. submit to examination under oath at the Insurer's request; 4. produce all pertinent records at such reasonable times and places as the Insurer shall designate; and 5. provide full cooperation with the Insurer in all matters pertaining to a loss or claim. No Claim will be denied for failure to submit a written notice of Claim within the required amount time, unless this failure operates to prejudice the rights of the Insurer. C. The Insured may offer a comparison between an Insured's inventory records and actual physical count of its inventory to prove the amount of loss only where an Insured establishes wholly apart from such comparison that it has sustained a covered loss caused by a third party. lo. Section IX, DEFENSE AND SETTLEMENT, is deleted in its entirety. 11. Section X, PROOF OF LOSS FOR FIRST PARTY INSURING AGREEMENTS, is deleted. 12. Section XI, ALLOCATION, is deleted. 13. Section XII, OTHER INSURANCE, is deleted and replacing with the following: If an Insured or any other party at interest in any loss covered by this Policy has any crime insurance, bond, indemnity or similar insurance (the "Other Crime Policy"), which would cover such loss in whole or in part in the absence of this Policy, then this Policy shall be null and void to the extent of the amount recoverable or received under the Other Crime Policy; but this Policy shall cover such loss, subject to its exclusions, conditions and other terms, only to the extent of the amount of such loss in excess of the amount recoverable or received under the Other Crime Policy. Nothing in this endorsement is meant nor shall it be construed to obligate the Insurer to comply with the terms and conditions of any other insurance policy or bond including but not limited to the Other Crime Policy. 14. Section XIII, MATERIAL CHANGES IN EXPOSURE, is deleted and replaced with the following: A. ACQUISITION OR CREATION OF ANOTHER ORGANIZATION If, during the Policy Period, the Named Insured: i. acquires voting securities in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary; or 2. acquires any organization by merger into or consolidation with the Named Insured; then, subject to the terms and conditions of this Policy, such organization shall be covered under this Policy but only with respect to loss resulting directly from Computer Fraud, Funds Transfer Fraud or Social Engineering Fraud sustained after such acquisition or creation, unless the Insurer agrees to provide coverage by endorsement for Computer Fraud, Funds Transfer Fraud or Social Engineering Fraud which took place prior to such acquisition or creation. B. ACQUISITION OF THE NAMED INSURED If, during the Policy Period, any of the following events occurs: i. the acquisition of the Named Insured, or of all or substantially all of its assets, by another entity, or the merger or consolidation of the Named Insured into or with another entity such that the Named Insured is not the surviving entity; or 2. the obtaining by any person, entity or affiliated group of persons or entities of the right to elect, appoint or designate at least 50% of the directors of the Named Insured; PF-48257 (og/18) Rifil Mudgmeni Dhialm Ii"EwED & APPROVED BY: Risk NFanagement Cl eriral Aide then coverage under this Policy will continue in full force and effect until termination of this Policy, but only with respect to loss resulting directly from Computer Fraud, Funds Transfer Fraud or Social Engineering Fraud sustained before such event. Coverage under this Policy will cease as of the effective date of such event with respect to loss resulting directly from Computer Fraud, Funds Transfer Fraud or Social Engineering Fraud sustained after such event. This Policy may be cancelled by the Named Insured on or after the effective time of the event, and the Insurer shall refund the unearned premium computed pro rata, calculated as of the date on which the Insurer receives a communication from the Insured requesting cancellation of this Policy. The Insurer will be under no obligation to accept requests to retroactively cancel this Policy. C. Termination of a Subsidiary If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect to the Subsidiary shall continue until termination of this Policy. Such coverage continuation shall apply only with respect to loss resulting directly from Computer Fraud, Funds Transfer Fraud or Social Engineering Fraud sustained prior to the date such organization ceased to be a Subsidiary. 15. Section XIV, REPRESENTATIONS, is deleted and replaced with the following: Section XIV. CONCEALMENT, MISREPRESENTATION OR FRAUD This Policy is void in any case of fraud by the Insured as it relates to this Policy at any time. It is also void if any Insured, at any time, intentionally conceals or misrepresents a material fact concerning: i. this Policy; 2. the property covered under this Policy; 3. the Insured's interest in the property covered under this Policy; or 4. a claim under this Policy. 16. Section XVI, TERRITORY AND VALUATION, is deleted and replaced with the following: The Insurer shall pay: i. the actual market value of lost, damaged or destroyed Securities at the closing price of such Securities on the business day immediately preceding the day on which a loss is Discovered; or the cost of replacing Securities, whichever is less, plus the cost to post a Lost Instrument Bond; 2. the cost of blank books, pages or tapes or other blank materials to replace lost or damaged books of account or other records; 3. the least of: i. the actual cash value of the Property; or 2. the cost to repair or replace Property, other than precious metals, with that of similar quality and value, at the time the Insured complies with Section VIII, Notice and Proof of Loss, regarding the furnishing of proof of loss; 4. the United States of America dollar value of foreign currency based on the rate of exchange published in The Wall Street Journal on the day loss involving foreign currency is Discovered; or 5. the United States of America dollar value of any precious metals based on the rate of exchange published in The Wall Street Journal Cash Prices, Precious Metals, on the day loss involving foreign currency is Discovered. 17. Section XVIII, SUBROGATION, is deleted and replaced with the following: Section XVIII. RECOVERIES Recoveries for any loss under this coverage, whether effected by the Insurer or by an Insured, less the cost of recovery, shall be distributed as follows: PF-48257 (og/18) Risk Mudgmeni nhiakm WoEwm & APPROVED BY: Risk K—g—t Cl a i-[ Aide i. first, to an Insured for the amount of such loss, otherwise covered, in excess of the applicable Limits of Insurance; 2. second, to the Insurer for the amount of such loss paid to an Insured as covered loss; 3. third, to an Insured for the Retention applicable to such loss; 4. fourth, to an Insured for the amount of such loss not covered under this endorsement. Recovery from reinsurance or indemnity of the Insurer shall not be deemed a recovery hereunder. 18. Section XX, AUTHORIZATION CLAUSE, is amended by adding the following after the term Claim in the second line of the first sentence: or the notice of a loss pursuant to the Cyber Crime Insuring Agreements, 19. The following Sections are added: OWNERSHIP The Insurer's liability under this Policy will apply only to Money, Securities or Property owned by the Insured or for which the Insured is legally liable, or held by the Insured in any capacity whether or not the Insured is liable. NON -ACCUMULATION OF LIABILITY A. When there is more than one Insured, the maximum liability of the Insurer for loss sustained by any or all Insureds shall not exceed the amount for which the Insurer would be liable if all loss was sustained by any one Insured. B. Regardless of the number of years this coverage remains in effect and the total premium amounts due or paid, whether under this Policy, any prior bond or policy, or any renewal or replacement of this Policy, the liability of the Insurer with respect to any loss shall not be cumulative from year to year or from Policy Period to Policy Period. TERMINATION OF PRIOR BONDS OR POLICIES Any prior bonds or policies issued by the Insurer or any subsidiary or affiliate of Chubb shall terminate, if not already terminated, as of the inception of this Policy. All other terms and conditions of this Policy remain unchanged. PF-48257 (og/18) Rifil Mudgmeni Dhiakm ReoEwm & APPROVED BY' Risk NFanagement Cl eriral Aide A _ : — Diaitally si edbv AC6RhP CERTIFICATE OF LIABILITNrINA WRICE Angie cW9022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CO NOT F OR ATIVELY ICIES BELOW. THIS CERTIFICATE CERT FIICATEOES OFATIVELY INSURANCE DOES NOT CONSTITUTE TUTEXA CONTRACT BETWEEN TF;F ISSUING�I L S �al1TI'I0R ZEID j REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE 1-877-945-7378 F' 1-888-467-2378 A/C No Ext : A/C, No : E-MAIL ADDRESS: certificates@willis.com INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURERA: Great Northern Insurance Company 20303 INSURED CivicPlus, LLC and its direct and indirect subsidiaries 212 West Main St Suite 500 INSURER B: Federal Insurance Company 20281 INSURERC: Endurance American Specialty Insurance Com 41718 INSURER D Durham, NC 27701 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: W25464256 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 INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 2,000,000 MED EXP (Any one person) $ 10,000 A Y 36025312 05/17/2022 05/17/2023 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY PRO- JECT LOC x PRODUCTS - COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT Ea accident $ 1,000,000 x BODILY INJURY (Per person) $ ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS 7358-87-92 05/17/2022 05/17/2023 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY B UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 x AGGREGATE $ 5,000,000 EXCESS LAB CLAIMS -MADE 7989-49-14 05/17/2022 05/17/2023 DED x RETENTION $ 0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICE R/M EMBER EXCLUDED? (Mandatory in NH) N/A (23) 7174-92-49 05/17/2022 05/17/2023 x PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ C Technology Errors and Omissions PR030018745600 04/30/2022 04/30/2023 Aggregate/ ded $5,000,000/$25,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 05/23/2022 WITH ID: W24809984. The City of Santa Ana, Risk Management, it's officers, employees, agents, representatives, and volunteers are included as Additional Insureds as respects to General Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE Risk Management Division 20 Civic Center Plaza, 4th Floor � Santa Ana, CA 92702sN REviEwED & APPROVED BY: © 1988-2016 ACORD °( e Aeevaa ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD — Risk Management specialist SR ID: 22865989 BATCH: 2605326 AGENCY CUSTOMER ID: LOC #: ACCOR" ® ADDITIONAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. CivicPlus, LLC and its direct and indirect subsidiaries 212 West Main St Suite 500 POLICY NUMBER Durham, NC 27701 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS C H U B B° Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date issued This Endorsement applies to the following forms: MAY 17, 2022 TO MAY 17, 2023 MAY 17, 2022 3602-53-12 TPA CIVICPLUS, LLC VIGILANT INSURANCE COMPANY JULY 1, 2022 GENERAL LIABILITY Under Who Is An Insured, the following provision is added Who Is An Insured Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional insured - Scheduied Person Or Organization Form 80-02 2367 (Rev. 5-07) Endorsement Risk Muaigmad DlMsian E REVIEWED & APPROVED BY: e Aeevaa '�--'Rfsk Management Specialist CHUBB" Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGRFM4ENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional insured - Scheduied Person Or Organization Form 80-02 2367 (Rev. 5-07) Endorsement Risk DlMsian E o N,`P' REVIEWED & APPROVED BY: '�--'Rfsk Management Specialist