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HomeMy WebLinkAbout23I053 - CONVENGEONE, INC.CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ODKYYY) 166� 10/1/2025 11 /26/2024 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: N the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. N 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). Lockton Companies, LLC 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816)960-9000 kcasu@1ockton.com CONVERGEONE, INC. ( 1 10900 NESBITT AVE SOUI BLOOMINGTON MN 55437 RECEIVED DEC 0 9 2024 OF THE CITY [Kqr/�:7dHX.�N�aIIlyG9d111 �:IlI3IcTdciiRKf(:1:1:K1111111111111IN y sT7<dIiIT151d7a:��:�:�A:�� 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 A 7 EXCLUSIONS AND CWDITIONS OF SLr_H POLICIES. LIMIT SH MAY HAVE BEEN REDUCED BY PAID CLAN INSR LTR TYPE OF INSURANCE ADDLISUBI INSD WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP M WD LIMITS A X COMMERCIAL GENERAL LIABILITY 3605-71-75 12/01/202 12/01/202E EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR PREMISES jFa,mmenoel $ 1 MUM MED EXP An one person)$ 15,000 Y N PERSONAL S ADV INJURY $ 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: PoLICY� JET ❑ LOC GENERAL AGGREGATE S 3,000,000 PRODUCTS-COMP/OP AGO $ 2 000 000 $ OTHER AUTOMOBILE 12/01/202 12/01/202 lDSwGLELIMITA Eaaccbe $ 1,000,000 X BODILY INJURY (Par person) $XXXXXXX ANY AUTO OWNED SCHEDULED AUTOS ONLY ALROS AUTOS ONLYHIRED X AUTOSONNON-OWNED N N BODILY INJURY (Per accident) $XXXXXXX X PAOaERYni AMAGE $ XXXXXXx $ X/o(xxxX B X UMBRELLA LIAB LXJOCCUR 7819-21-64 12/01/202 12/01/202E EACH OCCURRENCE $ 25,000,000 EXCESS LIAB I LAIMS-MADE N N AGGREGATE $ 25,000,000 DED I I RETENTION$ $ XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOWPARTNEWEXECUTNE OFFICER EMBER E%CLUDEDi ❑N ia.w mY Ie MR) N p&tlpsc uMe, DESCRIPTION OF OPERATIONS We MIA Y 7177-66-99 10/01/202 10/01/202 rEW E.L XEACH ACCIDENT - $ 1,000,000 E.L DISEASE -EA EMPLOYEE $ 1000000 E.L. DISEASE -POLICY LIMIT S 1,000,000 C TECH E80 LIABILITY/PRIVACY LIABILITY/CYBER LIAB N N NRO300278057 12/01/202 12/01/202 $10,000,000 EACH CLAIM $10,000,000 AGGREGATE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) INSTALLATION FLOATER- GREAT NORTHERN INSURANCE COMPANY (CHUBB). EFFECTIVE 1WQ024 - IWIM25, POLICY s 60641-75, M,000.000 LIMIT; THE CITY OF PALM SPRINGS, ITS ELECTED OFFICIALS, OFFICERS. EMPLOYEES, AGENTS, AND VOLUNTEERS ARE ADDITIONAL INSURED ON A PRIMARY, NON-CONTRIBUTORY BASIS ON GENERAL LIABILITY COVERAGE. AS REQUIRED BY WRITTEN CONTRACT AND SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED APPLIES ON WORKERS' COMPENSATION COVERAGE, AS REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. FOR CANCELLATION FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL SEND W DAYS NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 19376893 AUTHORIZED REPRESENTATIVE CITY OF PALM SPRINGS ATTN: CITY MANAGER/CITY CLERK 3200 E. TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 W 198t5-205 AGOKU GUKPORATION. All rights reserved ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD Miscellaneous Attachment: M548994 Master ID: 1373931, Certificate ID: 19376893 NAMED INSUREDS: CONVERGEONE HOLDINGS, INC. CONVERGEONE, INC. PROVIDEA CONFERENCING, LLC SPS-PROVIDEA LIMITED CONVERGEONE GOVERNMENT SOLUTIONS, LLC DBA STRATEGIC PRODUCTS AND SERVICES CONVERGEONE UNIFIED TECHNOLOGY SOLUTIONS, INC. CONVERGEONE MANAGED SERVICES, LLC CONVERGEONE TECHNOLOGY UTILITIES, INC. CONVERGEONE SYSTEMS INTEGRATION, INC. CONVERGEONE DEDICATED SERVICES, LLC NETSOURCE COMMUNICATIONS, INC. AAA NETWORK SOLUTIONS, INC. NUAGE EXPERTS, LLC WRIGHTCORE, INC. SILENT IT LLC DBA PRIME TSR INTEGRATION PARTNERS CORPORATION PVKG MIDCO, LLC CONVERGEONE TEXAS, LLC PVKG INTERMEDIATE HOLDINGS INC. Attachment Code : D564542 Master ID: 1373931, Certificate ID: 19376893 CONVERGEONE, INC..; 1373931 19376893 CITY OF PALM SPRINGS 3200 E. TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 Dear Valued Client: In our.continuing effort to provide timely certificate delivery, Lockton Companies is utilizing paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via the email below and reference Certificate ID: 19376893. You must reference this Certificate ID number in order for us to complete this process. 0 Certificate ID: 19376893 fd Email: kcasu@Lockton.com • Subject Line: ASU E-Delivery NOTES: • Signing up for this will NOT sign you up for any solicitation emails - your email will only be used to forward updated or renewal certificates direct from Lockton. • Your certificates will come via a secure link to our database. If you do need a pdf of a certificate, please email kcasu@lockton.com to request one. • If you received this letter with a certificate via email, no further action on your part is necessary. • If you no longer need this certificate, please contact us at kcasu@lockton.com, reference the Holder ID. number and use this subject line: "Certificate Removal" Thank you for your cooperation. Lockton Companies Account Services Unit Email / Mailing Update - Liability Certificates CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: ConverOne Fiber Optic Infrastructure Discovery Suizanne Davis, National Account Manager Evaluating the City’s Fiber Optic Infrastructure Environment $9,300.00 TBD 6Weeks Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Resolution Number: Agreement Number: N/A N/A 23I053 Contract Compliance Exhibits: Signatures: Insurance: Bonds: Yes Yes Yes N/A Contract Prepared By: Procurement and Contracting Submitted on: 03/27/2023 By: Leigh Gileno DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 1 of 22 CONTRACT SERVICES AGREEMENT 23I053 FOR FIBER OPTIC INFRASTRUCTURE DISCOVERY THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on April 5, 2023, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and ConvergeOne, Inc., a Minnesota corporation (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the professional consulting services of a service provider to evaluate the City’s fiber optic infrastructure environment(“Project”). B. Contractor has submitted to City a proposal to provide professional consulting services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Statement of Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Statement of Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 2 of 22 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed Nine Thousand Three Hundred Dollars and Zero Cents ($9,300.00). 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized Services performed. City shall pay Contractor for all expenses incurred during the service month as stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 3 of 22 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); (4) pandemics, epidemics or quarantine restrictions; and (5) or any other cause beyond the reasonable control of Contractor. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s sole judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect until the Services described in Exhibit A are completed and accepted by the City.. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's . Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 4 of 22 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Suzanne Davis, National Account Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 5 of 22 5.5 Personnel. Acting through the City Manager, the City shall have the unrestrict ed right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION; LIMITATION OF LIABILITY. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), arising from (1) injuries to or death of persons (Contractor’s employees included) actually or proximately caused by Contractor; (2) damage to property, including property owned by City actually or proximately caused by DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 6 of 22 Contractor; (3) Contractor’s violation of any federal, state, or local law or ordinance; and/or (4) or in any manner arising out of, pertaining to, or incident to any negligent acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services pursuant to this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2. Limitation of Liability. Except in cases of gross negligence or intentional misconduct on behalf of Contractor, the entire liability of Contractor (and Contractor’s owners, officers, directors, employees, agents, and affiliates) and City’s exclusive remedies for any damages caused by any or arising from the performance or non-performance of any Services, regardless of the form of action (whether in contract, tort, or otherwise), shall be limited to the total compensation paid to Contractor by City under this Agreement. Contractor shall in no case be liable for punitive, special, incidental, or consequential damages (including, but not limited to, lost profits, lost savings, or lost revenues of any kind; lost, corrupted, misdirected, or misappropriated data; network downtime; interruption of business arising out of or in connection with performance of Services hereunder, or cost of cover. The previous sentence applies regardless of whether Contractor has been advised of the possibility of such damages. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 7 of 22 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 8 of 22 any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 9.7. Non-Solicitation of Employment. City shall not solicit for employment, either directly or indirectly, employees or subcontractors of Contractor during the term of this Agreement, or for a period of twelve (12) months thereafter; provided, however, that City may hire employees of Contractor if such employees or subcontractors initiate contact with City (e.g., a response to general employment advertisements of City). 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 9 of 22 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: ConvergeOne, Inc. Attention: Legal Department 10900 Nesbitt Avenue South Bloomington, MN 55437 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 10 of 22 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 11 of 22 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CONVERGEONE, INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONVERGEONE, INC. By: _______________________________________ By: _________________________________________ Stephen Monteros Rui Goncalves Regional Vice President, SLED General Counsel Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A 4/5/2023 4/6/2023 4/10/2023 Revised 2.9.22 Page 12 of 22 EXHIBIT “A” STATEMENT OF WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 13 of 22 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 14 of 22 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 15 of 22 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 16 of 22 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 17 of 22 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 18 of 22 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 19 of 22 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 20 of 22 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required _________ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 21 of 22 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A Revised 2.9.22 Page 22 of 22 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com CONVERGEONE INC. 10900 NESBITT AVE SOUTH BLOOMINGTON MN 55437 Chubb Indemnity Insurance Company 12777 Federal Insurance Company 20281 Great Northern Insurance Company 20303 Endurance American Specialty Insurance Co.41718 X X 1,000,000 1,000,000 15,000 1,000,000 3,000,000 2,000,000 X X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 25,000,000 25,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 TECH E&O LIABILITY/PRIVACY LIABILITY/CYBER LIAB $10,000,000 EACH CLAIM $10,000,000 AGGREGATE A 73618303 12/1/2022 12/1/2023 A 3605-71-75 12/1/2022 12/1/2023 D NRO30027805700 11/14/2022 12/1/2023 C 7819-21-64 12/1/2022 12/1/2023 B 7177-66-99 10/1/2022 10/1/2023 10/1/2023 1373931 Y N N N N N Y 3/2/2023 N N 19376893 19376893 XXXXXXX CITY OF PALM SPRINGS ATTN: CITY MANAGER/CITY CLERK 3200 E. TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 INSTALLATION FLOATER- GREAT NORTHERN INSURANCE COMPANY (CHUBB), EFFECTIVE 12/1/2022 – 12/1/2023, POLICY #3605-71-75, $3,000,000 LIMIT; THE CITY OF PALM SPRINGS, ITS ELECTED OFFICIALS, OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEERS ARE ADDITIONAL INSURED ON A PRIMARY, NON-CONTRIBUTORY BASIS ON GENERAL LIABILITY COVERAGE, AS REQUIRED BY WRITTEN CONTRACT AND SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED APPLIES ON WORKERS' COMPENSATION COVERAGE, AS REQUIRED BY WRITTEN CONTRACT AND WHERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. FOR CANCELLATION FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL SEND 30 DAYS NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER. X See Attachments DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A NAMED INSUREDS: CONVERGEONE HOLDINGS, INC. CONVERGEONE, INC PROVIDEA CONFERENCING, LLC SPS HOLDCO, LLC SPS-PROVIDEA LIMITED CONVERGEONE GOVERNMENT SOLUTIONS, LLC DBA STRATEGIC PRODUCTS AND SERVICES CONVERGEONE UNIFIED TECHNOLOGY SOLUTIONS, INC. CONVERGEONE MANAGED SERVICES, LLC CONVERGEONE TECHNOLOGY UTILITIES, INC. CONVERGEONE SYSTEMS INTEGRATION, INC. CONVERGEONE DEDICATED SERVICES, LLC VENTURE TECHNOLOGIES, INC VT CONSOLIDATED, INC. NETSOURCE COMMUNICATIONS INC. ALTIVON, LLC CIA LP PURCHASER, LLC AAA NETWORK SOLUTIONS, INC. NUAGE EXPERTS, LLC WRIGHTCORE, INC. SILENT IT LLC DBA PRIME TSR INTEGRATION PARTNERS CORPORATION Miscellaneous Attachment: M548994 Master ID: 1373931, Certificate ID: 19376893 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A CONVERGEONE INC..; 1373931 19376893 CITY OF PALM SPRINGS 3200 E. TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 Dear Valued Client: In our continuing effort to provide timely certificate delivery, Lockton Companies is utilizing paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via the email below and reference Certificate ID: 19376893. You must reference this Certificate ID number in order for us to complete this process. Ø  Certificate ID: 19376893 Ø  Email: kcasu@Lockton.com Ø  Subject Line: ASU E-Delivery NOTES: Signing up for this will NOT sign you up for any solicitation emails - your email will only be used to forward updated or renewal certificates direct from Lockton. We are not able to send PDFs of certificates, your certificates will come via a secure link to our database (see below) with the following email "certificates@locktoncerts.com". This is how you know it is from Lockton directly. Also - please do not send any emails to "certificates@locktoncerts.com" as it is not an actual email address. If you do need a pdf of a certificate, please email kcasu@lockton.com to request one. The link will look like this: If you received this letter with a certificate via email, no further action on your part is necessary. If you no longer need this certificate, please contact us at kcasu@lockton.com, reference the Holder ID number and use this subject line: "Certificate Removal" Thank you for your cooperation. Lockton Companies Account Services Unit Email / Mailing Update - Liability Certificates Attachment Code: D564542 Master ID: 1373931, Certificate ID: 19376893 DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A DocuSign Envelope ID: 1E755F22-8BC7-412F-A2C4-D40697E5396A 23toEi3 AC RO® CERTIFICATE OF LIABILITY INSURANCE F DATE(MWDDNYYY) L� 12/1/2023 09/27/2023 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 INSURERIS), 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 endorsemenfis)• PRODUCER Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816)960-9000 kcasu@lockton.com ' PNoNE EMAIL INSURERS AFFORDING COVERAGE NAICf INSURER A: Great Northern Insurance Company 20303 INSURED CONVERGEONE INC. 373931 10900 NESBITT AVE SOUTH BLOOMINGTON MN 55437 INSURERS: Chubb Indemnity Insurance Company 12777 INSURER C : Federal Insurance Conroarry 20281 1a11. GI019 4:T_TH*�el=1a11414C.11 14aIL51:7q:7i1:K1Ia:1:K :1=969[a]: LAU1!11.1q:1iAAAA.I.G� 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 EXCLUSIONSALL THE TERMS. AND COI, DITIONS OF SUCH POLICIES. LIMITSBY PAID CLAIMS, INSR LTR TYPE OF INSURANCE DDL INSD SUB WVD POLICY NUMBER POLICY EFF MWDDrfYYY POLICY EXP WODIYYW LIMITS X COMMERCIALGENERALLIABIL 3605-71-75 1210112022 121011202Z EACH OCCURRENCE f 1 QOQ QQQ CLAIMS -MADE OCCUR f 1,000,000 Y N MED UP A.Y one non f 15,000 PERSONAL SADVINJURY f 1000000 AGGREGATE LIMIT APPLIES PER: POl1CY�JECT F�LOC GENERAL AGGREGATE f 3,000,000 GENL PRODUCTS- COMP/OPAGG $2,000,000 f OTHER A AUTOMOBILE LIABILITY 73618303 12/0112D 12/01/202 Ea BI�NEDDISINGLE LIMIT f 1,000,000 BODILY INJURY (Per Peron) f XXXXXXX X ANY AUTO OWNED SCHEDULE➢ AUTOS ONLY AUTOSHIRED X AUTOS ONLY X AUTOSOHLNON-OWNEDY N N BODILY INJURY (Peracddent f )XXXXXX q Pm Pa.ERQ AMAGE s XXXXXXX $XXXXXXX C X UMBRELLA UAB X UR 7819-21-64 12/01/202 12/01/2023 EACH OCCURRENCE S25000000 EXCESS LIAR LAIMSMADE N N AGGREGATE s 25,000,000 DED I RETENTION f f XXXXXXX WORKERS COMPENSATION X B AND EMPLOYERS'UABILTTY YIN ANY PRCMIETONPARTNER,£IIECIITNE ❑ OFFICERMEMBER EXCLUDED? N (Mandatory In INN) NIA Y 7177-66-99 10/01/202 10/01/202 EL EACH ACCIDENT f 1,000,000 E.L. DISEASE - EA EMPLOYEE f 1000000 IOESCRId PTION OF OPERATIONS taw EL. DISEASE -POLICY UNIT f 1,000,000 D TECH E80 NR030027805700 11/14/202 12/01/2023 $10.000,000 EACH CLAIM LLABILITY/PRIVACY LIABILITY/CYBER LIAR N N $10,000,000 AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Sehsdule, may M attached I1 more apace IS roquire0) INSTALLATION FLOATER. GREAT NORTHERN INSURANCE COMPANY (CHUBB), EFFECTIVE MOM - IN10023. POLICY a30)5.71.75, f3AW.000 LIMIT; THE CITY OF PALM SPRINGS. ITS ELECTED OFFICIALS, OFFICERS, EMPLOYEES. AGENTS. AND VOLUNTEERS ARE ADDITIONAL INSURED ON A PRIMARY. NONCONTRIBUTORY BASIS ON GENERAL UABI1-nY COVERAGE. AS REQUIRED BY WRITTEN CONTRACT AND SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED APPLIES ON WORKERS COMPENSATION COVERAGE, AS REQUIRED BY WRITTEN CONTRACT AND MERE ALLOWED BY LAW. COVERAGE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY, FOR CANCELLATION FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, THE INSURER WILL SEND 30 DAYS NOTICE OF CANCELLATION TO THE CERTIFICATE HOLDER. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN gZECEIVED ACCORDANCE WITH THE POLICY PROVISIONS. 19376893 q 2�23 AUTHORIZED REPRESENTATIVE CITY OF PALM SPRINGS I)CT O 3 ATTN. CITY MANAGER/CITY CLERK 3200 E. TAHQUITZ CANYON WAY CitA/ Ha11 PALM SPRINGS CA 92262 paoepW Desk ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Miscellaneous Attachment: M548994 Master ID: 1373931. Certificate ID: 19376893 NAMED INSUREDS: CONVERGEONE HOLDINGS, INC. CONVERGEONE, INC PROVIDEA CONFERENCING, LLC SPS HOLDCO. LLC SPS-PROVIDEA LIMITED CONVERGEONE GOVERNMENT SOLUTIONS. LLC DBA STRATEGIC PRODUCTS AND SERVICES CONVERGEONE UNIFIED TECHNOLOGY SOLUTIONS, INC. CONVERGEONE MANAGED SERVICES, LLC CONVERGEONE TECHNOLOGY UTILITIES, INC. CONVERGEONE SYSTEMS INTEGRATION, INC. CONVERGEONE DEDICATED SERVICES, LLC VENTURE TECHNOLOGIES, INC 1IFA will] 1141114101%14Im 12 [ow NETSOURCE COMMUNICATIONS INC. ALTIVON, LLC AAA NETWORK SOLUTIONS, INC. NUAGE EXPERTS, LLC WRIGHTCORE, INC. SILENT IT LLC DBA PRIME TSR INTEGRATION PARTNERS CORPORATION Attachment Code: D564542 Master ID: 1373931, Certificate ID: 19376893 CONVERGEONE INC..; 1373931 19376893 CITY OF PALM SPRINGS 3200 E. TAHQUITZ CANYON WAY, PALM SPRINGS. CA 92262 Dear Valued Client: In our continuing effort to provide timely certificate delivery, Lockton Companies is utilizing paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via the email below and reference Certificate ID: 19376893. You must reference this Certificate ID number in order for us to complete this process. Certificate ID: 19376893 Email: kcasu@Lockton.com Subject Line: ASU E-Delivery NOTES: Signing up for this will NOT sign you up for any solicitation emails - your email will only be used to forward updated or renewal certificates direct from Lockton. Your certificates will come via a secure link to our database (see below) with the following email "certificates@locktoncerts.com". This is how you know it is from Lockton directly. Also - please do not send any emails to "certificates@locktoncerts.com" as it is not an actual email address. If you do need a pdf of a certificate, please email kcasu@lockton.com to request one. The link will look like this: r1H If you received this letter with a certificate via email, no further action on your part is necessary. If you no longer need this certificate, please contact us at kcasu@lockton.com, reference the Holder ID number and use this subject line: "Certificate Removal" Thank you for your cooperation. Lockton Companies Account Services Unit Email / Mailing update - Liability Certificates