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19-124 Avolve Software Corporation, ProjectDox 9 Upgrade
CITY O F m PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERT I NO 1. PARTIES This Agreement (the "Agreement") is made and entered into as of July 1, 2019 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Avolve Software, 4835 East Cactus Road, Suite 420, Scottsdale, Arizona 85254 ("Contractor"), a corporation , for ProjectDox 9 Upgrade with ProjectFlow and Accela Integration. 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services ") set forth in detail in Scope of Services , attached here and incorporated as Exhibit A. Such Services are provided exclusively pursuant to the terms set fo1th in this Agreement. The parties acknowledge that they previously entered into a Three Party Agreement Between the City of Cupertino, Computer Software , Incorporated , and A volve Software Corporation for Software , licensing, Maintenance and Support Services, dated effective February 1, 2012 (the "2012 Agreement"), which provides for the licensing of ce1tain software and other professional services and maintenance services ( collectively , the "Existing Software and Services") and that nothing herein is intended to or modifies in any way the provision of such Existing Software and Services pursuant to the 2012 Agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on November 29, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor 's Services shall begin on July 1, 2019 and shall be completed by June 30 , 2020 . 3.2 Schedule of Performance. Contractor and City each shall act in good faith to perform in accordance with the Schedule of Performance , attached and incorporated here Exhibit A. Each party acknowledges that the ability of the other patty to perform in accordance with the Schedule of Performance depends upon it meeting all deadlines applicable to it. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $54,010.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit B, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted Select on e Page I of 8 Prof essional/Cons ulting Co ntracts /Ve rsion: May 22, 201 8 without prior written approval of City . 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services , Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any futther payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker 's compensation or other benefits from the City. 52 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors (if any) that they have been trained and are experienced in providing services similar to the Services to be provided hereunder. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors (if any) that they are properly licensed, registered , and /or certified to perform the Services as required by law and have procured a City Business License . 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. For the avoidance of any doubt, the term subcontractor as used herein is intended to apply only to third patties engaged by Contractor to provide specific services to the City . It does not include third party hosting service providers or publishers of software code embedd e d within the Contractor's software products . 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City 's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY /CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City , which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall ex ercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. Se lec t on e Page 2 of 8 Prof essional/Cons ulting Con trac ts /Ve rs ion: May 22, 201 8 7. OWNERSIDP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study , report , map , plan , drawing , specification , data, record , document or other information or work, in any medium (collectively , "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the Contractor and shall not be shown by the City to any third-party without prior written approval of Contractor. 72 For the avoidance of any doubt , all Work Product arising out of this Agreement is not considered "works for hire " and all copyrights to the Work Product will be the prope1iy of Contractor. All Work Product provided hereunder shall automatically upon Contractor's receipt of payment for such Work Product fall under the definition of "Software" set forth in the Three Party Agreement Between the City of Cupertino , Computer Software, Incorporated , and A valve Software Corporation for Software , Licensing , Maintenance and Support Services , dated effective February 1, 2012 and shall be subject exclusively to the license grant set forth in Section 2 of that document. For the avoidance of any doubt, no license or other rights to the Work Product is granted under this Agreement. 73 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property , including but not limited to patented , trademarked , or copyrighted intellectual property if incorporated into th e Serv ices or Work Product of this Agreement. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles . The records must include detailed information of Contractor's performance , benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City 's final payment. 9. ASSIGNMENT Contractor shall not assign , sublease, hypothecate , or transfer this Agreement, or any interest therein , directly or indirectly , by operation of law or otherwise , without prior written consent of City. Any attempt to do so will be null and void. Notwithstanding the foregoing , any changes related to the financial control or business nature of Contractor as a legal entity , including any assignment or transfer of this Agreement in connection with such a change of Control, is not considered an assignment of the Agreement and not subject to City approval , provided however that Contractor shall provide notice to the City no later than thi1iy (30) days after the occurrence of such event. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY I SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupertino " will be displayed in all pieces of publicity , including flyers , press releases , posters , brochures , public service announcements , interviews and Se lect one Pa ge 3 of8 Professional/Cons ulling Co ntracts /Ve rsio n: May 22, 20/8 newspaper articles. No signs may be posted , exhibited or displayed on or about City property , except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION The indemnification provisions of Section 5 of the 2012 Agreement shall apply to this Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements , attached and incorporated here as Exhibit D , and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and expiration dates of coverage . 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works " component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race , religious creed , color, ancestry , national origin , ethnicity , handicap, disability , marital status, pregnancy , age , sex, gender, sexual orientation, gender identity , Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification . Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135, and Labor Code Sections 1735 , 1777 and 3077.5 . Consistent with City policy prohibiting harassment and discrimination , Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee , or any other person , by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts oflnterest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee , or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq . Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity , as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments , requiring reimbursements or terminating this Agreement. City reserves all Select one Page 4 of 8 Professional/Con s ulting Co ntracts /Ve rs ion: May 22, 2018 other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Nidhi Mathur as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time , and without prior notice to Contractor. Contractor Project Manager. Subject to City approval , Contractor assigns Brian LaPointe as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor 's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. City and Contractor's Project Managers must regularly update each other about the progress with the work or any delays , as required under the Scope of Services . City written approval is required prior to substituting a new Representative . 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or paits therefor at any time . Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services . With City 's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum often percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time . Contractor will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW. VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Contractor must continue to provide the Services pending resolution of the dispute. If the Paities elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action , files a complaint or cross-complaint, or pursues arbitration , appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs . Page 5 of8 Professional/Consulting Contracts /Ve rsion: May 22, 2018 19. TIDRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision . Each party's waiver of a breach shall not constitute waiver of another provision or breach and no waiver shall be effective unless in writing and signed by the party waiving its rights. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written , between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to_ amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Paiiies will collaborate to implement this Section, as appropriate . 23. HEADINGS The headings in this Agreement are for convenience only , are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void , invalid, illegal or unenforceable , such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated , including the Indemnification , Ownership of Materials/Work Product, Records , Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. Sel ect one Page 6 of 8 Professional/Consulting Co ntracts /Ve rsion : May 22, 2018 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service , on the fifth calendar day after deposit in the United States Mail , postage prepaid , registered or certified , or the ne xt business day following electronic submission: To City of Cupe1iino 10300 Torre Avenue Cupertino, CA 95014 Attention: Nidhi Mathur Email: NidhiM@cupertino.org 27. VALIDITY OF CONTRACT To Contractor : _Avolve Software ------ 4835 East Cactus Road , Suite 420 Scottsdale, AZ. 85254 Attention: Brian LaPointe Email: blapointe@avolvesoftware.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3 .23 , as amended from time tot i me , (b) is signed by the City Manager or an authori zed designee , and ( c) is approved for form by the City Attorney 's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right , power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to ex ecute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts , each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. 29. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER 29.1 Contractor warrants for a period of 90 days following delivery that the Services will be performed in a professional and workmanlike manner and that all Work Product will substantially conform to the descriptions and specifications in Exhibit A. If City reports in writing a nonconformity with this warranty within such 90-day period , then Contractor shall , at no additional charge , use commercially reasonable effo1ts to re-perform the Services or repair the Work Product to correct the nonconformity and , if it is unable to effect such cure within 30 days , refund the amounts previously paid by City for the defective Services . The foregoing shall be City's exclusive remedy for breach of Contractor's warranties. ALL OTHER WARRANTIES , EXPRESS , IMPLIED OR STATUTORY, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED, INCLUDING WITHOUT LIMITATION , ANY WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS . 29.2 Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 5.4 and 5 .5 OF THE 2012 AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BYLAW, IN Se lect o ne Pag e 7 of8 A vo /v e Software Agree ment NO EVENT WILL E ITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PERFORMANCE OF THEIR RESPONSIBILITIES UNDER THIS AGREEMENT, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION , TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR'S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS , HOWSOEVER ARISING OR CAUSED , SHALL IN NO E VENT EXCEED THE AMOUNT ACTUALLY PAID BY CITY TO CONTRACTOR UNDER THIS AGREEMENT. The allocations of liability in this section represent the agre ed and bargained-for understanding of the parties and the compensation for the Services reflects such allocations. The limited remedies set forth in this Agreement shall apply notwithstanding the failure of their essential purpose. IN WITNESS WHEREOF, the parties have caused the Agreement to be ex ecuted . CONTRACTOR _., fA,<;1--- By ________ _ Name Jay Mayne Title Chief Financi al Officer Date 7/1/19 Tax I.D. No .: 2 6-40 8 1788 APPROVED AS TO FORM: ~~ ~ Iv\;-~ HEATHER M . MINNER Cupertino Acting City Attorney ATTEST: p ~' /._,, G CESCHMIDr-~ fl7' City Clerk 11 34633 .1 Se lect one CIT Y OF CUPERTINO A Municipal Corporation By ~ Name Bill Mitchell Title Chief Technology Officer Date 7 )'? /,., I I Page 8 of 8 A volv e Software Agree ment 12072018 EXHIBIT A Electronic Document Management & Collaboration Solution City of Cupertino, CA ("Customer") Proposed Statement of Work Jun e 3, 2019 professional services 48 35 East Ca ctus Road Suite 4 20, Scottsdale, Arizona 8 5252 Ph o ne : 602 .714 .9774 www .avolvesoftware .com Page1of9 aVol'v e™ software EXECUTIVE SUMMARY This Statement of Work will focus on the Upgrade of the Production Environment, Test Environment from version 8.6 to 9.1 and the implementation of ProjectDox Best in Class workflows addressing the Customer's needs with regard to One (1) Best in Class (BIC) plan review process. The goal is to implement ProjectDox and an advanced permitting system integration for ProjectDox utilizing web services, in a standardized, off the shelf manner . We will leverage Avolve best practices and built-in configuration and modifications features, to meet the most effective functionality required to achieve the highest business value for the customer (the "Project"). SCOPE OF WORK MILESTONES Upgrade Offsite I Remote Upgrade of a single environment for the applicable products is required prior to orientation and configuration onsite assessments being conducted. Project pre-planning, including draft project plan, communication plan etc. are associated to this stage of the project. Additional environments to be implemented will be factored into the project plan and based on the sales order/agreement. • Provisioning of all applicable products and modules as specified on the Purchase AgreemenUSales Order. The date of acceptance for this milestone is the Software Acceptance Date . Orientation and Configuration Requirements Session* 2 persons I Onsite Review features and design options available for Best-In-Class configuration of the designated application forms and related workflow processes . The output of these sessions will be compiled into a requirements document referred to as the Configuration Requirements Document (CRD). · This will include using standard templates and design to expedite the project while providing the best business value to the customer . The discussion will also review the use of the BIC workflow for the purpose of revisions . Revision projects use a different project number and will be tracked as a separate project and will leverage the same workflow used for the initial review . Any design requirements not available to the core system and/or requiring development will be scoped and presented in a separate Statement of Work. Assurance services afforded the project may be leveraged for work identified as outside the scope of the project. • ProjectDox Configuration Requirements Document • Advanced Integration permitting system touchpoint discussion for Accela Includes: 0 0 0 0 Project Creation -Required application data is pushed from the permitting system to the ProjectDox application using the Avolve provided REST API and configuration of the ProjectDox Windows Service Process. Required field for project creation: o Permit Number/Project Name (Key value) o Description o ApplicanUSubmitter First Name o ApplicanUSubmitter Last Name o ApplicanUSubmitter Email Address o PermiUProject Type Application Data -Pull of data from the permitting system to display of up to 18 read-only permit application data fields within the plan review process. Review Status -Push of data to provide the permitting system the following data related to the plan review: o Reviewer Name o Reviewer Department o Review Cycle o Review Status (Approved , Rejected) o Date Completed Final Approval Status -Push final status or log event of approved to permitting system API indicating to the permitting system that all reviews are approved in ProjectDox. • Project Plan (task lisUschedule/resource assignments) not to exceed budget 12072018 Page 2 of 9 a v'olv e ·· software Configuration & Integration * Offsite I Remote Configuration of applicable software products, forms and the workflows based on the configuration requirements document findings. This includes the development of the integration work defined in this Statement of Work and confirmed during requirements discussions. • Configured Working products and modules as specified in the Purchase Agreement/ Sales Order o Configured Working ProjectDo x Application • 1 BIC Workflow • Advanced Integration User Acceptance Training (UAT) 1 Person I Onsite The Avolve project manager will provide user acceptance training and guidance to the client on methods to test the designed process and system to work towards user acceptance. The Avolve project manager will work with the client to schedule time to be on or offsite per process and based on available professional service hours for the project. Customer will validate the system configuration, forms , emails and integrat ion and document any identified issues in the RIT (Risks , Issues and Tasks) doc.ument and provide to the Avolve project manager . Avolve will resolve any identified issues to allow the customer retest to gain acceptance . • Completion of User Acceptance Testing (UAT) • Implementation of the Production Environment • Code Promotion from Test to Production Training 1 Person I Onsite Avolve education specialists will deliver the below courses to the Customers staff. The courses will train appro ximately 12 persons and will be delivered based on the project plan rollout. A ma ximum of 12 persons per course is enforced . It is recommended that training sessions be organized with participants of similar technological abilities to allow for the most efficient delivery and retention of the materials . Additional training above and beyond the below may be added or additional training performed post go-live by leveraging the assurance services funds afforded the project. • Delivery of classes for all products/modules as purchased -See Purchase Agreement/Sales o TES-NF2 : New Features Training o TES-UPFTRAINPK : BIC ProjectFlow Upgrade Training Package Launch/Project Close Out 1-2 Person IOnsite Deployment of the defined workflow processes , trans ition to support and final project close out. Assurance Services The assurance services fund may be leveraged at any time during or post project completion to cover additional integration requirements, newly identified out of scope requirements, training , and software not included in this statement or work. The funds may also be used post go-live/launch of a process to keep the project management team engaged to assist with change management and user adoption assistance . Assurance services hours are billed on an hourly basis at a rate of $225 .00 an hour. The use of hours requires a change order or an assurance services agreement that defines the work and has signatures of agreement for use by the City . 12072018 Page 3 of 9 a AA e ·· so f tware There will be Key Deliverables , as identified below in the list of Project Key Deliverables , which will be subject to acceptance by the Customer ("Acceptance"). Upon completion of each Key Deliverable, Avolve will request from the Customer a written response within five (5) business days after receipt thereof. Notwithstanding the foregoing or anything to the contrary in the Purchase Agreement , all other Deliverables provided under this Statement of Work shall be deemed to have been accepted by the Customer upon delivery . If Customer does not approve , reasons for rejection must be clearly noted . Avolve will then work with the Customer to come to agreement on obtaining approval. The Customer shall be deemed to accept any such Key Deliverable which Customer does not accept or reject within such period . This acceptance will initiate the invoice of the of the applicable milestone . AVOLVE PROJECT PLAN AND PROCESS . :·, · '.. .' , ,_,,, ' ,:.:. · · . . . '". , ·c ' Promptly following execution of this Statement of Work, the parties shall meet to discuss the general project schedule , which will be generally organized around the standard Avolve project On -Boarding process . Within 2 weeks, the initial project plan will be created and sent to Customer. The Project Plan contains a schedule , a list of tasks in a schedule format, assignments of specific team members over specific times and communication status reporting processes. The Project Plan is a living document that will be reviewed throughout the term of this Agreement and may be adjusted as reasonably necessary, as agreed to from time to time by the parties . 1. This Project was scoped based upon purchase of ProjectDox Best In Class , understanding that the site will be hosted by the Customer and configured per established Best-In-Class standards . This understanding forms the basis for Avolve's pricing and the Deliverables to be provided under this Statement of Work . Any deviation from these requirements will require a change order and may increase cost or estimated lime of Project completion . 2. Avolve will have full access to all Project team members from the customer as needed to complete the successful implementation and roll out of ProjectDox . This access may require the team members of the customer to dedicate specific time to specific detailed tasks within the Project Plan. Team member tasks will be more clearly defined during the kickoff and planning sessions and documented in the Project Plan . 3. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements , as identified to allow communication between Avolve Software and the Customer's permitting system in a timely fashion in order to keep the Project Plan on schedule . 4. Customer is moving to a cloud based implementation of ProjectDo x, separate from the existing on -premise installation of ProjectDox . It is understood that data migration is not in the scope of this project, which will require 5. Customer and its third parties and/or subcontractors will fulfill the hardware requirements, as outlined in the System Implementation Guides (standard end user document(s) that accompany each version of the Software) in a timely fashion in order to keep the Project Plan on schedule. 6. Should the customer cause or contribute to the delay of any Deliverable , Avolve may elect to revise the Project Plan accordingly to compensate for the delay and invoice for any applicable milestone payments to that point of the project. 7. All parties will reasonably prioritize their efforts to meet the Project Plan schedule in order to achieve a rapid roll out model. In doing so, it is understood by all parties that multiple tasks may be in process at one time and Avolve may have more than one Professional Services team member working on the project at one time . 12072018 Page 4 of 9 a v'orv e ·· software 8. Client will provide adequate Project management for their own resources, and/or third parties, to collaborate with Avolve's project manager. Client subject matter experts and applicable users will be accessible and available in a timely fashion and for adequate and reasonable durations . Avolve will make sure that scheduling of interviews and meetings are adequately in advance of these resource allocations. 9. Customizations/Extensions required may result in increased schedule and budget, but only if documented and approved within Assurance Services and/or a Change Request. 10 . Documented customer requests for schedule extensions to the approved project plan will trigger the invoice for the applicable milestone(s) affected to be issued and may require additional service hours to be procured or leveraged from the assurance services fund to cover additional hours to support the Customer through the extension. 11. Avolve is planning to fully leverage ProjectDox as is, utilizing all built in configuration features to meet the business needs. 12. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require a modification to this Statement of Work. 13 . Customer understands that an ePlan Life Cycle implementation is a very significant digital transformation enterprise project that requires dedicated change management from the Customer's staff. This will be key for the success of the Customer . 14. Work will not begin until an executed copy of all paperwork is complete. Work will begin at the earliest possible date at which Avolve resources and Customer resources are available or as otherwise agreed to. 15 . Avolve and Customer agree to cooperate in good faith to complete the Services and Deliverables in a timely and efficient manner. 16. Recording of Avolve provided training or UAT (user acceptance testing) sessions is not permitted. 17. All training classes unless otherwise noted are limited to 12 persons maximum per class *Configuration options are as described by ProjectDox documentation and as evidenced by Projectoox administration screens. Minor changes to Avo/ve Projectoox Best Practices (Best in Class) workflows are changes to activate/deactivate and/or parametrize with variables, existing steps in the Best Practices workflows. Customization of additional products and modules are to be within the bounds and scope of the respective core product(s) and modifications are limited to those that are allowed by core product design. The "Change Control Process" is that process which shall govern changes to the scope of the Project during the life of the Project. The Change Control Process will apply to new components and to enhancements of existing components . The Change Control Process will commence at the start of the Project and will continue throughout the Project's duration. Additional procedures and responsibilities may be outlined by the Project Manager identified on the signature page to the Agreement and will be included in the Project Plan if mutually accepted. Under the Change Control Process, a written "Change Request" (attached) will oe the vehicle for communicating any desired changes to the Project. It will describe the proposed change; the reason for the change and the effect the change may have on the Project. The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties . All parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the Project's scope, schedule or price . Furthermore, any such changes that affect the scope of this SOW, schedule or price will require an amendment to the SOW and/or any other part of the Purchase Agreement. 12072018 Page 5 of 9 PRICING, TRAVEL AND EXPENSE Pricing and payment terms are as set forth in Purchase Agreemenl/Sales Order. Travel and Expenses are estimated to be 8,000 .00 and will be invoiced to customer as incurred . 12072018 Page 6 of 9 a v'ol\,e ·· EXHIBIT B software PROJECT ACTIVITIES/ DELIVERABLES PAYMENT SCHEDULE This is a preliminary deliverable and payment schedule that is subject to change based on discussions to occur post the kick-off of the project , provided that both the City and Avolve Software agree to the new terms in writing . MS# Deliverable Description Acceptance Criteria Milestone Payment Amount MSO Contract Execution 20% of services Contract Signature $7 ,607.00 • Project team can log into test environment Upgrade/ Installation/ MS1 Test Environment Delivered Delivered upgraded test environment • Sign off Acceptance Document for $3,294.00 Installation and Software Setup Acceptance Compiled configuration design Configuration MS2 Configuration Requirements requirements for Process 1 (1 application • Signed CRD Requirements $7,152.00 Document (CRD) form and 1 BIC Workflow) & 2 for OAS , • Sign off Acceptance Document Document (CRD) ProjectDo x, export design and integrations . UA T scheduled to start for Deliver functional Deliver functional ProjectDox Delivered and review the design as defined • ProjectDox MS3 Process 1 9,536.00 application for Process 1 in the CRD document. Sign off Acceptance Document application for • Process 1 • User Acceptance Testing confirms User Acceptance Testing for Process 1 requirements as agreed to in the User Acceptance MS4 User Acceptance Test Process 1 Complete , including Advanced Integration Configuration Requirements Test Process 1 $10,446.00 Documentation . • Sign Off Acceptance Document MS5 Training Conduct Upgrade Training Deliver Upgrade Training Training $5,850.00 MS6 Launch/Go-Live Process 1 is launched for use within the Process is launched Launch organization MS7 Assurance Services Per Signed Change Order/Agreement $10,125.00 Total Services $54,010.00 12072018 Page 7 of 9 av'orv e™ s oft w ar e For the avoidance of any doubt, all right, title and interest in and to the Deliverables (including without limitation the above Key Deliverables), as well as the intellectual property rights to such Deliverables, shall belong to Avolve, subject to the limited license granted to the Customer pursuant to the Licensing Agreement. STATEMENT OF WORK ACCEPTANCE Once fully executed, this document will become the Statement of Wor k for the Project defined in this document. Avolve and Customer 's signatures below authorizes Avolve to begin the serv ices described above and indicates Customer's agreement to pay the invoices associated with these services delivered as described . AUTHORIZED SIGNATURES , ' . . . :, '· '". ., , · '' . ,. ·. ' . , , Avolve Software Corporation a C /r'Y!· //::2.//, By : L,, ----------------- Name: Jay Mayne Title : CFO Date : 7/2/19 12072018 City of Cupertino, CA By~ Name:~ .. ~ Title : C!7"P Date : =1-} c:; /; c:, ~ I Page 8 of 9 EXHIBIT A: CHANGE REQUEST FORM I' ---GENERAL INFORMATION Ctiange Request-# (CR) Project/CilyJCoonty 7 Requester Name --i -[En l er a delriled de.scliption of the ch;Jnge being re.quested] Description of Change Date Submitted I Priority _J to,, j _J f;lecfium I _J 1-tlgh I_J Required I Reas011 for Change Request [Enter a detailed description of why the CMnge i$ bu,g ,eques_fed] I Project~•~ Mt other EJrfifer;t:s iJffeaed by thi:s change] I A,:sumptions/R~ks {Document e:5 sumpfioo.s or c:ommelds ie!Jiirding the IeQU@:5 fe d change] j [Errler arJ<JitionsJ oomment:s} Comments/Considerations AttachmentsJRefecences - -ESTIMATES Toliill Estimated 04\!'Ve.lopment Hours I 11o~ I [Enfer /he hour impact of /he requested change] T oliil Estimated Oevell>pment Duration I {lgy§J I [Enter /he d_u_rat.ion impact of the. reque11ted change] Schedule Impa ct I {WBSJ I {Detml the fmpaof ~ change miiy hiive oo :sl;hedule:sl Cost lmpact I tc 0 slJ I {Dew/ the fmpacf /hr.; change may have on cost] Comments/Reoomrnl!fldations -1 PM Approval Signature -1 1 Date Signed ' : 1 . IDS ApprOYal Signa11Jre ) Date Signed l CITY OF SOMEWHERE AUTHORIZATION Oustomer Approval Signature Date Signed Awotn ~ 0l/01fl015 Copyright 2015 Avolve Software Corporation . ProjectDox is a registered trademark of Avo lve Software Corporat ion . Page 1 ol 1 I I I I I I I I I I I I EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations , products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occunence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Fonn CG 25 03 or 25 04) or it shall be twice the required occunence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City 's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and prope11y damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occunence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, enors and omissions , as appropriate to Consultant's profession, with limits no less than $2,000,000 per occunence or $2,000,000 aggregate. If written on a claims made form: a . The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims~made policy fom1 with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance R equirements for D esig n Professionals & Consultants Contracts Form Updat ed Feb . 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant 's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Fom1 CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 fonns, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees , or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an AM. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and vetify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the tight to modify these insurance requirements/coverage based on the nature of the tisk, prior expetience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-Jn s urance Requirements/or D esign Professionals & Consultants Contracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/19/2019 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 ~~~i~cT Marie Puetz, CISR Brown & Brown Insurance of AZ , Inc ~.~),>N.t Con, 602-664-7043 I FAX . 2800 North Central Avenue , Suite 1600 IA/C Nol : 602-287-6743 Phoenix AZ 85004 ~t1l~~ss: mouetz@.bbohoenix.com INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A : Travelers Insurance Comoanv of Canada INSURED AVO LS OF-01 INSURER B : Travelers Prooertv Casualtv Co of AM 25674 Avolve Software Corporation INSURER c : Travelers lndemnitv Comoanv 25658 4835 East Cactus Road , Ste. 420 Scottsdale AZ 85254 INSURER D : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 277033490 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, E XCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR l~~MriM~l ,~~rJriM~l LTR TYPE OF INSURANCE ltJ~n ,.,.,n POLICY NUMBER LIMITS B X COMMERCIAL GENERAL LIABILITY y y ZLP41M23114 1/2/2019 1/2/2020 EACH OCCURRENCE $1,000 ,000 A -:=J CLA IM S-MA DE 0 OCCUR UXTRV30797 1/2/2019 1/2/2020 DAMAGE TO RENTED PREMI SES !Ea occurrence) $1,000,0 00 MED EXP (A ny one person) $10 ,000 - X Dec= $0 PERSON AL & ADV INJU RY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIE S PER : GENERAL AGGR EGATE $2,000 ,000 ;i 0 PRO-□LOG PRODUCTS -COMP/OP AGG $2 ,000 ,000 POLI CY JECT OTHER : Foreign Liab Aggregate $2,000,000 C AUTOMOBILE LIABILITY y t-J BA9J542207 1/2/2 019 1/2/2 020 ~~~~~~~~t~INGLE LIMIT $1,000 ,000 A -UXTRV30797 1/2/2019 1/2/2 020 ANY AUTO BODILY INJU RY (Per person) $ --OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY ~ AUTOS X HIRED X NON-OWNED iP~~~.;°c~J;;,;,~AMAGE $ -AUTOS ONLY. ~ AUTO S ONLY X Foreign X HNO A Any One Accide nt $2 ,000 ,000 B X UMBRELLA LIAB Fl OCC UR y y CUP3L995642 1/2/2 019 1/2/2 020 EACH OCCURRENCE $4 ,000 ,000 - EXCESS LIAB CLAIMS-MADE AG GREGATE $4 ,000 ,000 DED I X I RE TENTION $ 1 n nnn $ C WORKERS COMPENSATION . y UBBJ755123 1/2/2019 1/2/2020 X I PER I I OTH-STATUTE ER AND EMPLOYERS ' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L EACH ACC IDENT $1 ,000 ,000 OFFICER/MEMBER EXC LUDED ? (Mandatory In NH) EL DISEASE -EA EMPLOYEE $1,000 ,000 If yes, descri be under EL DI SEAS E -POLI CY LIMIT $1 ,oo·o,ooo DESCRIPTION OF OPERATIONS below B Profess ion al & Cybe r Lia bility N N ZPL21 P05221 1/2/2 019 1/2/2020 Agg regate 3,000,000 A Foreign Prof Liability N N . UXTRV30797 1/2/2 019 1/2/2 020 Retention 10 ,000 Aggregat e/Deduc tible 5,000 ,000 /10 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Blanket Additional Insured applies where required by written contract to General Liability per attached form CG D4 17 01 12 including Blanket Waiver of Subrogation . Blanket Primary & Non-Contributory applies to General Liability per attached form CG D4 25 07 08 . Also , where required per written contract, Blanket Additional Insured Automobile Liability applies per attached form CA T4 37 02 15. Blanket Automobile Liability Waiver of Subrogation applies per form CA T3 40 20 15. E xcess Liability is Following Form for both General Liability and Automobile Liability. Blanket Waiver of Subrogation applies to Workers' Compensation per attached form WC000313 (00)-01 . Privacy Liability is added to the Network and Information Security Coverage Form #PR T1 03 01 12. City of Cupertino, its City Council , Officers, Officials, Employees , Agents , Servants, Volunteers as Additional Insured where required by written contract. 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 Cupertino 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 \-1~7=='~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, cover- age for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage - Exception To Expected Or Intended In - jury Exclusion B. . Non-Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured -Employees And Volunteer Workers -First Aid G. Who Is An Insured -Employees -Su - pervisory Positions H. Who Is An Insured -Newly Acquired Or Formed Organizations I. Blanket Additional Insured -Owners, Managers Or Lessors Of Premises PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTEND ED INJURY EXCLUSION The following replaces Exclusion a, Ex- pected Or Intended Injury, in Paragraph 2 .. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property dam - J. Blanket Additional Insured -Lessors Of Leased Equipment K. Blanket Additional Insured -Persons Or Organizations For Your Ongoing Opera - tions As Required By Written Contract Or Agreement L. Blanket Additional Insured -Broad Form Vendors M Who Is An Insured -Unnamed Subsidi- aries N. 0. P. a. R. Who Is An Insured -Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures Medical Payments -Increased limits Contractual Liability -Railroads Knowledge And Notice Of Occurrence Or Offense Unintentional Omission S. Blanket Waiver Of Subrogation age" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON-OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion 11 .. Aircraft, Auto Or Watercraft, in Paragraph ·2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: CG D4 17 01 12 © 201 2 The Travelers Indemnity Company. All rights reserved Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (21 A watercraft you do not own that is: (al Less than 75 feet long; and (bl Not being used to carry · any per- son or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft.. Auto Or Watercraft. in Paragraph 2. of SECTION I -COVERAGES - COVERAGE A BOOIL Y INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (al Chartered with a pi lot to any in- sured; (bl Not owned by any insured; and (cl Not being used to carry any person or property for a charge. 0. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the excep- tions in Exclusion j,, D.rna!Je To Propertv, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2.. Exclu- sions, of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions c., g. and h., and Para- graphs (1), (3) and (4) of Exclusion i., do not apply to "premises damage". Exclusion f.(1)(al does not apply to "premises damage" caused by fire unless Exclusion f. of Section I - Coverage A -Bodily Injury And Property Damage Liabi I ity is re- placed by another endorsement to this Coverage Part that has Exclu- sion -All Pollution Injury Or Dam- age or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as described in Paragraph 6. of Sec- tion Ill -Limits Of Insurance. 3. The following replaces Paragraph 6. of SECTION Ill LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a of the definition of "insured contract" in the DEFINITIONS Section: a A contract for a lease of premises. However, that portion of the con- tract for a lease of premises that indemnifies any person or organiza- tion for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property damage" to: a Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a pe- riod of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1l(bl of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (bl That is insurance for "premises damage"; or 7. Paragraph 4.b.(1 )(cl of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: b. Up to $2,500 for cost of bail bonds required because of acci- dents or traffic law violations aris- ing out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved, CG D4 17 01 12 Includes copyrighted material of Insurance Services Office. Inc. with its permission. of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. F. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -FIRST AID 1. The fol lowing is added to the defi- nition of "occurrence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "em- ployees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samari- tan services" to a person. 2. The following is added to Paragraph 2.al1I of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs 11 Ila), lb), le) and Id) above do not ap- ply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari - tan services" during their work hours for you wi 11 be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The fol lowing is added to Paragraph 5. of SECTION Ill LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commit- ted by any of your "employees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one per-_ son will be deemed to be one "oc- currence". 4. The . following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. G. WHO IS AN INSURED -EMPLOYEES SUPERVISORY POSITIONS The following is added to Paragraph 2.a(1) of SECTION II -WHO IS AN INSURED: Paragraphs I1IIa), lb) and le) above do not apply to "bodily injury" or "personal in- jury" to a co-"employee" in the course of the co-"employee's" employment by you arising out of work by any of your "em- ployees" who hold a supervisory position. H. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II -WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION 11 - WHO IS AN INSURED of the Global Com- panion Commercial General Liability Cov- erage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only: 11) Until the 180th day after you ac- quire or form the organization or the end of the pol icy period, whichever is earlier. if you do not report such organization in writing to us within 180 days after you acquire or form it; or 121 Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that oc- curred before you acquired or formed the organization; and c. Coverage B does. not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the or- ganization. CG D4 17 01 12 © 20 12 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office. Inc. with its permission. I. BLANKET ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to li - ability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such prem - ises owner, manager or lessor does not apply to: a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal in- jury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construc- tion or demo I it ion operations per- formed by or on behalf of such premises owner, manager or lessor. J. BLANKET ADDITIONAL INSURED -LESSORS OF LEASED EQUIPMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily in- jury", "property damage", "personal in- jury" or "advertising injury" caused, in whole or in part, by your acts or omis - sions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor, The insurance provided to such equipment lessor does not apply to any "bodily in- jury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Cover- age Part and that you have agreed in a written contract or agreement to in- clude as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily in- jury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such opera - tions on your behalf. The I imits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a ven- dor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to Ii- ability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and exe- cuted that contract or agreement; and b. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not author- ized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspec- tion, demonstration, testing, or the substitution of parts under instruc- tions from the manufacturer, and then repackaged in the original con- tainer; (4) Any failure to make such inspec- tions, adjustments, tests or servic - ing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; Page 4 of 6 © 201 2 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (5) Demonstration, installation, ser- vicing or repair operations, ex- cept such operations performed at such vendor's premises in connection with the sale of "your products"; or 16) "Your products" which, after dis- tribution or sale by you, have been labeled or relabeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompany- ing or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. M. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Dec - larations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidi- ary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. - No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of . more than 50% in such subsidiary. N. WHO IS AN INSURED -LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last para- graph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any cur- rent or past partnership or joint venture ' that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II -Who Is An In- sured. 0. MEDICAL PAYMENTS -INCREASED LIMITS The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Ex- pense Limit is the most we will pay under Coverage C for all medical ex- penses because of "bodily injury" sus- tained by any one person, and will be the higher of: (al $10,000; or (bl The amount shown on the Declara- tions of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or I icense agree- ment; 2. Paragraph f.(1) of the definition of "in- sured contract" in the DEFINITIONS Sec- tion is deleted. 0. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence. Offense, Claim or Suit, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following prov1s1ons apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "oc- currence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a part- nership or joint venture), any of your managers who is an individual (if you are a limited liability com- pany), any of your trustees who is an individual (if you are a trust}, any of your "executive officers" or directors (if you are an organiza - tion other than a partnership, joint venture, limited liability company or trust) or any "employee" author- CG D4 17 01 12 © 20 12 The Travelers Indemnity Company _ All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. ized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your part- ners, joint venture members, managers or trustees are indi - viduals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (al Any individual who is: Ii) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other or- ganization; that is your partner, joint venture member, manager or trustee; or (bl Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organiza- tion to give notice of an "occurrence" or offense. (3) Notice to us of such "occur- rence" or offense wi 11 be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation in- surer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an en- dorsement that provides I im ited cover- age for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a require- ment that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Representations, of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or uninten - tional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this pro- vision does not affect our right to collect additional premium or to exercise our rights of cancel lat ion or nonrenewal in accordance with applicable insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Oth- ers To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organiza- tion, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property . damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising in - jury" caused by an offense that is committed; subsequent to the execution of the con- tract or agreement. Page 6 of 6 ~ 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE -ADDITIONAL INSUREDS -PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a, Primary Insurance. of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you specifically agree in a writ- ten contract or agreement that the insurance afforded to an additional insured under this Coverage Part must apply on a primary ba- sis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we wi II not share with that other insurance, provided that: (11 The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising in- jury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that contract or agreement by you. CG D4 25 07 08 @ 2008 The Travelers Companies, Inc. Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to the Paragraph A.1.c,, Who Is A n In s ured, of SEC TI O N II -COVERED A UTOS LI ABILIT Y CO VERA G E: Any person or organization who is required under a written contract or agreement between you and that person or organization , that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for dam - ages to which this insurance applies and only to the extent that person or organization qualifies as an "in - sured" under the Who Is An Insured provision con - tained in SECTION II. CA T4 37 02 15 © 2015 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc . with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modi fi es insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Tran sfer of Rights Of Recov ery Against Others To Us, of the CON DITIONS Section : 5. Transfer Of Rights Of Recovery Against Oth - ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by s_uch contract. The waiver ap - plies only to the person or organization desig- nated in such contract. CA T3 40 0 2 15 © 2015 The T ravelers Indemnity Company . All rights reserved . Page 1 of 1 Includes copyrighted material of In surance Services Office, Inc . with its permission . ... TRAVELERSJ ONE TOWER SQUARE HARTFORD, CT 061B3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 0313 (00)-01 POLICY NUMBER: (UB8J755123) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule . SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 1-2-19 ST ASSIGN: CYBER LIABILITY CYBERFIRST NETWORK AND INFORMATION SECURITY LIABILITY COVERAGE FORM TH IS INSURANCE PROVIDES CLAIMS-MADE COVERAGE. PLEASE READ THE ENTIRE FORM CAREFULLY. Various prov1s1ons in this coverage form restrict coverage. Your CyberFirst General Provisions Form also contains provisions that apply to this form, including provisions explaining who is insured under this form and the limits of coverage and deductible that apply to the insurance provided under this form. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the CyberFirst Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Sec- tion II -Who Is An Insured in your Cyber - First General Provisions Form. The words "policy period" mean the Policy Period for the CyberFirst Network And In- formation Security Liability Coverage Form shown in the CyberFirst Declarations. Other words and phrases that appear in quotation marks have special meaning. Re - fer to Section II -Definitions in this form and Section VII -Definitions in your Cyber- First General Provisions Form. SECTION I -NETWORK AND INFORMATION SE- CURITY LIABILITY COVERAGE 1. Insuring Agreement a. We will pay those sums that the in- sured becomes legally obligated to pay as "damages" because of loss to which this insurance applies. The amount we will pay for "damages" is limited as described in Section Ill - Limits Of Insurance in your Cyber- First General Provisions Form. b. This insurance applies to loss only if: (1) The loss is caused by a "network and information security wrongful act" committed in the "coverage territory"; (2) The "network and information se - curity wrongful act" was commit - ted on or after the Network and Information Security Retroactive Date shown in the CyberFirst Dec - larations and before the end of the policy period; and (3) A "claim" or "suit" that seeks "damages" because of the loss is first made or brought against any insured, in accordance with Para- graph e. below, during the policy period or any Extended Reporting Per i od we provide under Section VI -Extended Reporting Periods in your CyberFirst General Provisions Form. c. Each "network and information secu - rity wrongful act" in a series of "re - lated network and information secu- rity wrongful acts" will be deemed to have been committed on the date the first wrongful act in that series is committed. d. If no Network and Information Secu- rity Retroactive Date is shown in the CyberFirst Declarations, the Network and Information Security Retroactive Date wi 11 be deemed to be the first day of the policy period. e. A "claim " or "suit" that seeks "dam- ages" will be deemed to have been first made or brought at the earlier of the following times: (1) When we or any "described au- thorized person" first receives written notice of such "claim" or "suit", whichever is first; or (2) When we first receive written no- tice from any insured of a spe- cific "network and information security wrongful act" that caused the loss which resulted in such "claim" or "suit". All "claims" or "suits" that seek "damages" because of loss caused by the same "network and informa- tion security wrongful act" or "re- lated network and information secu- rity wrongful acts" will be deemed to have been first made or brought at the time the first of those "claims" or "suits" is first made or brought against any insured. PR T1 03 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. CYBER LIABILITY f. A "claim" or "suit" that seeks "dam- ages" will be deemed to have been first made or brought at the time we receive written notice from any in- sured of a specific "network and in- formation security wrongful act" only if that notice contains all of the fol- lowing information: (1) How, when and where the "net- work and information security wrongful act" was committed; (2) A description of what happened; (3) A description of what "damages" may result; (4) The identity of the person or or- ganization that may make a "claim" or bring a "suit"; and (5) The identity of each insured that committed the "network and in- formation security wrongful act". Not ice to us that: (1) Al I or part of one or more of any insured's acts or omissions may in the future be discovered to be a "network and information security wrongful act"; or (2) Any insured may in the future re- ceive written notice of a "net - work and inform at ion security wrongful act", "claim" or "suit"; is not notice of a specific "network and information security wrongful act". 2. Exclusions The following exclusions apply only to the coverage provided under this form. These exclusions apply in addition to the exclusions in Paragraph 3. of Section I - Coverage in your CyberFirst General Provisions Form. This insurance does not apply to: a. Bodily Inju ry "Bodily injury". b. Claims Or Suits By Insure ds Against In - sureds Loss for which a "claim" or "suit" is made or brought by or on behalf of any current or former insured against any current or former insured. This exclusion does not apply to any "claim" or "suit" made or brought by: (1) Any person or organization that: (a) Is an insured under Paragraph 5. of Section II -Who Is An Insured in your CyberFirst General Provisions Form; or (b) Has been added as an addi- tional insured by attachment of an endorsement under this policy; or (2) Your current or former "em- ployee" for failure to prevent un- authorized access to, or use of, data containing private or confi- dential information of such "em- ployee", but only if such "em- ployee" did not commit or par- ticipate in the failure to prevent such unauthorized access or use. c. Expected Or Intended Failure To Provide Access Loss arising out of any failure to provide access to your web-site or "your computer or communications network" that was expected or in- tended by the insured. This exclusion does not apply if the failure to provide access occurred because you suspended your web-site or "your computer or communications network" to mitigate loss arising out of: (1) A "computer virus" that infected your web-site or "your computer or communications network"; (2) A "denial of service attack"; or (31 An unauthorized breach of your web-site or "your computer or communications network" that prevented "authorized users" from accessing such web -site, or com- puter or communications network. d. Intellectual Property Loss arising out of any actual or al - leged infringement or violation of any of the following rights or laws committed by or on behalf of an in - sured: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trade secret; (6) Trademark; or (7) Other i ntel I ectual property rights or laws. Page 2 of 3 © 2012 The Travelers Indemnity Company. All rights reserved. PR Tl 03 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. e. Internet Service Interruption Loss arising out of an Internet ser- vice interruption or failure. This exclusion does not apply if such interruption or failure was caused by you. f. Profits Di sgorgement of prof its, accounting or award of profits, or any other re- turn of profits. g. Property Damage "Property damage". SECTION II -DEFINITIONS 1. "Authorized user" includes your cus- tomer, supplier, or supporter. 2. "Bodily injury": a. Means any harm, including sickness or disease, to the health of a person. b. Includes mental anguish, injury or ill- ness, or emotional distress. 3. "Computer virus" means malicious code that is introduced through your web-site or "your computer or communications network". Once introduced, such code may destroy, alter, contaminate or de- grade the integrity, quality or perform- ance of data of any computer applica- tion software, computer network, or computer operating system or related network. 4. "Coverage territory" means anywhere in the world, provided that no trade sanc- tion, embargo or similar regulation im- posed by the United States of America prohibits us from covering the loss. 5. "Denial of service attack" means an in- tentional attack on a web-site or a com- puter or communications network for the purpose of nuisance, sabotage, or mal i- cious tampering that has the effect of: a. Depleting system resources available through the Internet to "authorized users" of your web-site or "your computer or communications net- work"; or b. Impeding access of "authorized us- ers" to your web-site or "your com- puter or communications network". CYBER LIABILITY 6. "Network and information security wrongful act" means any of the fol low- ing committed by or on behalf of an in- sured in the conduct of your business: a. Failure to prevent the transmission of a "computer virus". b. Failure to provide any "authorized user" of your web-site or "your computer or communications net- work" with access to such web-site or such computer or communications network. c. Failure to prevent unauthorized access to, or use of, data containing private or confidential information of others. d. Failure to provide notification of any actual or potential unauthorized ac- cess to, or use of, data containing private or confidential information of others as required by any "security breach notification law" that applies to you. 7. "Property damage" means physical dam- age to tangible property of others, in - cluding all resulting loss of use of that property. For the purposes of this insurance, data, including information, facts or programs in any electronic or other format, is not tangible property. 8. "Related network and information secu- rity wrongful acts" means two or more "network and information security wrongful acts" that have as a common connection, tie or link, any fact, circum- stance, situation, event, transaction, cause or series of related facts, circum- stances, situations, events, transactions or causes. 9. "Security breach notification law" means any law or regulation that requires an organization to notify persons that their nonpublic personal information was or may have been accessed or acquired without their authorization. 10. "Your computer or communications net- work" means any computer or communi- cations network that you: a. Rent, lease, license or borrow from others; or b. Own or operate. PR T1 03 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: ZLP-41M23114-19-I5 ISSUE DATE: 07 /18/19 TH IS ENDORS EMEN T CHANG ES TH E POLICY . PLEAS E READ IT CARE FULLY . WAIVER OF TRANSFER OF RIGHTS OF RECOVER Y AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDUL E Name Of Person Or Orga nization: THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS. Information required to complete this Schedule, if not shown above, will be shown in the Decla r ations. The following is added to Paragraph 8. Tra n sf er Of Rights Of Re covery Again st Other s To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or o r ganization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © In s urance S e r vices Off ice , In c ., 200 8 Page 1 of 1 POLICY NUMBER: ZLP-41M23114-19-I5 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 07 /18/19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSON(S) OR ORGANIZATIONS(S): THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS , OFFICIALS , EMPLOYEES, AGENTS , SERVANTS AND VOLUNTEERS. PROJECT /LOCATION OF COVERED OPERATIONS: TO BE DETERMINED 1. WHO IS AN INSURED -(Section II) is amended to include the person or or- ganization shown in the Schedule above, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcon- tractor in the performance of "your work" on or for the project, or at the location, shown in the Schedule. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organi- zation. 2. The insurance provided to the additional insured by this endorsement is limited as follows : a) In the event that the Limits of Insur- ance of this Coverage Part shown in the Declarations exceed the limits of liability required by a "written con- tract requiring insurance" for that additional insured, the insurance pro - vided to the additional insured shall be limited to the limits of liability required by that "written contract re- quiring insurance". This endorsement shall not increase the limits of in- surance described in Section Ill - Limits Of Insurance. b) The insurance provided to the addi- tional insured does not apply to "bodily injury", "property damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engi- neering or surveying services, includ - ing: i. The preparing, approving, or fail - ing to prepare or approve , maps, shop drawings, opinions, reports, surveys , field orders or change orders, or the preparing, approv - ing, or failing to prepare or ap - prove, drawings and specifica- tions; and ii . Supervisory, inspection, architec - tural or engineering activities. CG D2 47 08 05 © 2005 The Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY c) The insurance provided to the addi- tional insured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products-completed opera- tions hazard" unless a "written con- tract requiring insurance" specifically requires you to provide such cover- age for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such cover- age or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other in- surance", whether primary, excess, con- tingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if a "written contract requiring insurance" for that additional insured specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insur- ance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insur- ance". But the insurance provided to the additional insured by this endorsement sti 11 is excess over any val id and col- lectible "other insurance", whether pri - mary, excess, contingent or on any other basis, that is available to the ad- ditional insured when that person or or- ganization is an additional insured under such "other insurance". 4. As a condition of coverage provided to the additional insur-ed by this endorse- ment: a) The additional insured must give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: i. How, when and where the "occur- rence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional in- sured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practica - ble. cl The additional insured must immedi- ately send us copies of all legal pa- pers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the defense and indemnity of any claim or "suit" to any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. How- ever, this condition does not affect whether the insurance provided to the additional insured by this en- dorsement is primary to "other in - surance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. -DEFINITIONS: "Written contract requiring insurance" means that part of any written con- tract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After the signing and execu- tion of the contract or agree- ment by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the pol icy period. Page 2 of 2 © The Travelers Companies, Inc. CG D2 47 08 05