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HomeMy WebLinkAbout24P041 - SDI Presence LLC (Strategic Plan)CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Information Technology Strategic Plan SDI Presence LLC Patrick Griffin pgriffin@sdipresence.com To develop and articulate a strategic plan for the effective use of technology to support the services of the City. $125,120.00 April 1, 2024 through March 31, 2025 Yes Sharee L. Wolff, swolff@sdipresence.com Information Technology Larry Klingaman 24P041 N/A Yes Yes Yes Procurement N/A No RFP 45-23 N/A N/A N/A 2/27/2024 Gene Summerville DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 03/28/2024 Revised 12.21.23 Page 1 of 16 CONTRACT SERVICES AGREEMENT 24P041 INFORMATION TECHNOLOGY STRATEGIC PLAN THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on April 1, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and SDI Presence LLC, an Illinois limited liability company (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A.City requires the services of a qualified firm to develop and articulate a vision for an Information Technology Strategic Plan, (“Project”). B.Contractor has submitted to City a proposal to provide develop and articulate a vision for an Information Technology Strategic Plan, 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 Scope of Services/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 Scope of Services/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. 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. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 2 of 16 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 $125,120. 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 schedule of fees set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses 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. 4.PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 3 of 16 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); and (4) pandemics, epidemics or quarantine restrictions. 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 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 for a period of one year, commencing on April 1, 2024, and ending on March 31, 2025, unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for one (1) additional one (1) year term. 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 deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 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: Patrick Griffin, Delivery DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 4 of 16 Executive. 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. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Patrick Griffin Delivery Executive Rick Keyes Project Manager DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 5 of 16 Elliott Ellsworth Project Consultant Wahab Balogin Project Consultant Barry Goldberg Project Consultant 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. 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”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 6 of 16 or incident to any 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 or 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 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 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. 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, DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 7 of 16 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 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 DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 8 of 16 expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 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. 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: SDI Presence, LLC Attn: Patrick Griffin 4368 E. La Palma Ave. Anaheim, CA 92807 DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 9 of 16 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. 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. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 10 of 16 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND SDI PRESENCE LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: By: _ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: ___________ Item No. ________________ APPROVED AS TO FORM: ATTEST: By: By: City Attorney City Clerk APPROVED: By: City Manager – over $50,000 Date: Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 3/26/2024 3/28/2024 03/28/2024 1-K Revised 12.21.23 Page 11 of 16 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 1.1 Background and Purpose: A.The Department of Information Technology supports all general government functions for the City, the Cable TV Channel and Airport operations. The department also has cyber compliance responsibility for all City functions including oversight of the contract operated wastewater treatment plant. The department currently has twenty-one budgeted FTE positions set to increase to twenty-two in FY 24/25. B.The department has grown rapidly in the last few years and a large part of the growth is attributed to technology changes at the Airport. The department now provides seven day a week support for twenty hours a day. Management of all technology purchases has also been centralized to the department with currently over one hundred applications in the service catalog. Also, in the last couple of years, a hardware replacement fund has been created to centralize systems replacement. C.All department staff are highly trained, and a solid team environment currently exists. Recent surveys have also shown an exceptionally high-level satisfaction from other departments with service delivery. The department has also succeeded in building trust with other City departments where they now proactively reach out to IT to help improve their service levels. D.The rapid growth of both the City and the department has pushed the existing structure to its limit, and the City is looking to the Contractor to develop an IT Strategic Plan to guide the City over the next five years in assessing, planning, procuring, implementing and managing current and future investments in IT infrastructure, operations and technical resources. E.The Current Organization of the City and structure of the IT Department is as follows: DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 1.2 Scope: The Contractor shall create an IT Strategic Plan (ITSP) that includes the activities listed within this scope. A. Current State Assessment 1. Review existing personnel, processes, and technologies. 2. Evaluate the organization's IT capabilities including but not limited to: strengths, weaknesses, opportunities, and threats. 3. Provide analysis of current data management practices, including data sources, quality, and accessibility. 4. Assess cybersecurity measures, vulnerabilities, and compliance with industry standards. 5. Evaluate current governance structure. B. Vision and Goals 1. Develop a forward-looking vision for the City’s technology, data and information systems. 2. Establish strategic goals and objectives that align with City Council’s goals and objectives. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 3. Each topic area should be supported by a goal, objectives and/or policy statements that serve to organize the recommendations detailed in the plan. 4. Identify key performance indicators (KPIs) to measure the success of the ITSP implementation. C. Technology roadmap 1. Identify and prioritize technology initiatives and projects. 2. Provide a timeline for implementing new systems, upgrading existing technologies, and retiring obsolete solutions. 3. Include an integration plan for emerging technologies such as artificial intelligence, Internet of Things, and cloud computing. D. Data Management Strategy 1. Define of data governance policies, roles, and responsibilities. 2. Provide strategies for data collection, storage, integration, and analysis. 3. Provide data quality and data lifecycle management guidelines. E. Security and Privacy 1. Evaluate the current cybersecurity strategy and recommend alternatives and/or areas for improvement. 2. Create a roadmap for continued compliance (e.g., NIST, CISA, PCI, ADA, etc...) F. Change Management and Training 1. Develop a plan for managing organizational change resulting from new technology implementations. 2. Identify training and development programs to ensure staff competence in utilizing new systems effectively. G. Administration, PMO, Budget, and Staff Allocation 1. Define an organizational structure to effectively manage technology projects. 2. Forecast budget and staffing requirement to specific technology projects and initiatives. 3. Identify training and skills needed to implement the ITSP. 4. Determine appropriate governance structure balancing compliance and performance. H. Implementation Strategy 1. Identify and prioritize specific action items necessary to achieve the plan’s vision and goals. 2. Create accountability by putting forth a detailed strategy including roles, responsibilities, and milestones. I. Additional Recommendations Develop the project plan and activities that will most effectively meet the objectives. J. Deliverables 1. Draft a 5-year IT Strategic Plan consisting of an executive summary, findings, recommendations, and proposed implementation plan. The plan shall compare current operations with industry standards and use such comparison as the basis for recommended actions. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 2. Prepare a final IT Strategic Plan - the draft will be reviewed and/or approved by the Director of Information Technology. The final plan will consist of the draft and any recommendations and strategies from the City. A complete IT Strategic Plan will be submitted to City Council for approval. Both the draft and final IT Strategic Plan shall include order of magnitude cost, and staff effort estimates associated with proposed work and resource procurement. 3. Prepare and present a presentation to City Council for approval of the IT Master Plan, including methodologies utilized in its development. 1.3 Schedule: Work will commence upon issuance of a Notice to Proceed and shall be completed within one year. 1.4 Compensation: Work will be compensated on a lumpsum basis with a progress payment schedule allowed as follows: fifty percent at completion of stakeholder interviews, twenty-five percent at delivery of ITSP draft report, and the balance after final acceptance of the completed ITSP. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 12 of 16 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: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 13 of 16 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: X 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: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 14 of 16 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: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 15 of 16 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. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. 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: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 Revised 12.21.23 Page 16 of 16 EXHIBIT “C” DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:SDI Presence LLC DBA: Owner:SDI Presence LLC Mailing Address:200 E Randolph Street Suite 3550 Chicago, IL 60601 License Number:OC-005516-2024 Expiration Date:02/28/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:200 E Randolph St Ste 3550, Chicago, IL 60601 Business Description:IT Consulting Services TO BE POSTED IN A CONSPICUOUS PLACE DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 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 500 West Monroe, Suite 3400 CHICAGO IL 60661 (312) 669-6900 midwestcertificates@lockton.com SDI Presence LLC 200 E. Randolph St Ste 3550 Chicago IL 60601 The Charter Oak Fire Insurance Company 25615 The Phoenix Insurance Company 25623 The Travelers Indemnity Company of Connecticut 25682 Travelers Property Casualty Company of America 25674 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X 10,000 25,000,000 25,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Professional Liability / Errors and Omissions $10M Each Claim & Agg Limit $250,000 Retention A 810-0S724577-23-I3-G 6/1/2023 6/1/2024 B H-630-0S724669-PHX-23 6/1/2023 6/1/2024 D ZPL-91N34346-23-I3 12/1/2023 12/1/2024 D CUP-0S724762-23-I3 6/1/2023 6/1/2024 C UB-0S724412-23-I3-G 6/1/2023 6/1/2024 6/1/2024 1461545 Y Y Y Y Y Y Y 3/21/2024 N N 20409580 20409580 XXXXXXX The City of Palm Springs RE: Project: Information Technology Strategic Plan X X See Attachment DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) ACORD 25 (2016/03) The City of Palm Springs, its officials, employees, and agents are included as additional insureds on a Primary and Non- contributory basis if required by written contract with respect to General Liability, Automobile Liability and Umbrella Liability per the terms and conditions of the policy. A waiver of subrogation applies in favor of the Additional Insureds if required by written contract with respect to General Liability, Automobile Liability, Umbrella Liability and Workers Compensation per the terms and conditions of the policy where permitted by state law. Certificate Holder ID: 20409580 DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 The City of Palm Springs To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to 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 one of the methods below, referencing Certificate ID 20409580. Email: Chicagoedelivery@lockton.com Phone: 866-297-8023 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 500 W. Monroe Street, Suite 3400 Chicago, IL 60661 Attachment Code: D563661 Master ID: 1461545, Certificate ID: 20409580 DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 COMM RCI L G NERAL IAB LI YE A E L I T T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E XTEND ENDORSEMENT FOR TECH OLOGYN GE ERAL D SCRIP ION O CO ERAGE –N E T F V Thi endorsem nt broadens cov rage. Howev r cov rage fo anyseee , e r i ju y, dama e o me i al ex ense descri ed in any o the provn r g r d c p s b f i ion o th s e dorseme t mays s f i n n be ex luded orc l m ted by anothe endorsem n to this Cov rage Pa t, and the e i i r e t e r s cov rage broadening prov sions do no ap ly toeit p the ex en tha cov rage is ex l ded or lim ted by such ant t t e c u i endorsem n . The fo lo ing li ti g i a e t l w s n s general cov rage de cript o only Read al the prov sion o thies i n .l i s f s endorsem n and the re t o yo r pole t s f u i y ca e ul y toc r f l de erm ne r gh s, dut es, and wha i and i not ov red.t i i t i t s s c e A.No - wned a e cra t – 75 Feet Long Or Le sn O W t r f s I.Bla ket Addi ional Insured – Mortgagee ,n t s Assi nee , Su ce so s O ece v rsg s c s r r R i eB.Wh I An Insured – Unnam d Subsi ia ieo s e d r s J.Bla ket Addi ional Insured – Gov rnmen alntetC.Wh I An Insured – Em loyee – Supe vsoryo s p s r i En it e – Pe m t O utho izat o s Rela i g ot i s r i s r A r i n t n TPo i ionss t Prem sei sD.Wh I An Insured – Newly Acqui ed O Form do s r r e Lim ted Liabil ty Com anieiip s K.Bla ket Addi ional Insured – Gov rnmen alntet En it e – Pe m t O utho izat o s Rela i g ot i s r i s r A r i n t n TE.Wh I An Insured – Lia ili y For onduct Ofo s b t C Ope atio sr nUnnam d Partne ship O Jo nt Ventureser s r i L.Med cal Paym nts – In rea ed Lim tiec s iF.Bla ket Addi ional Insured – Pe sons Orntr O ganizat on Fo Your ngoi g pe ations Asri s r O n O r M.Bla ket Wa v r f Sub ogationni e O rRe ui ed By ri te Con ra t r greem ntq r W t n t c O A e N.Co tra tua iabil ty – Rai roadn c l L i l sG.Bla ket Addi ional Insured – Broad Form Vendo sntr O.Da a e To Prem se Ren ed o Youm g i s t TH.Bla ket Addi ional Insured – Cont ol i g ntere tntr l n I s P O ISIONR V S i re ponsible fo the use o a wate cra ts s r f r fA NON OWNED WATE CRAFT – 75 FEE L N.-R T O G that yo do not own that i :u sO L SR E S (1)75 fee lon o le s; andt g r s1.The folowing repla e Pa agraphlc s r (2)of g.,Ai craft, Auto O Watercraftrr,(2)No bei g used to arry any pe son ot n c r r i Pa agraphnr 2.of SE TION I –C prope ty o a ha ge.r f r c r CO ERAGES – CO ERAGE A – BODI YVVL B WH IS AN INSU ED – UNNAMED.O RINJU Y AND P OP RT DAMAGERR E Y SUBS DIARIEISL ABI ITI L Y:The fol owing is ad ed told SE TION II – WHO ISC (2)A wa er ra t y u do not own t at i :t c f o h s AN INSU EDR: Any o y u sub idiar e , ot er than a partne shif o r s i s h r p(a)75 fee lon o le s; andt g r s or joint v nture that is not shown a a Nam de,s e(b)No bei g used to arry any pe son ot n c r r In ured i the eclara ion i a am d Insured i :s n D t s s N e fprope ty o a ha ge;r f r c r a.Yo are the so e owner o , o ma ntai anulf r i n 2.The fo lo ing repla e Pa agraphl w c s r 2.e.of ownership intere t o mo e than 50% in, suchs f r SE TI N II – WHO I AN INSU EDC O S R :subsidia y on the fi st day o the pol cy pe iodrrfir ; ande.Any perso or o gani at on that, wi h yournr z i t ex re s o im lie conse t, ei her use op s r p d n t s r b.Su h subsidiary i not an in ured undecssr si ila o her nsuran e.m r t i c CG 4 17 02 19D © 2017 T e Travelers Indemnity Company. All rights rheserved.Pa e 1 o 5gf Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusion DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 COMM RCI L G NERAL LIA ILI YE A E B T No such subsidiary i a insured fo "bodily inju y organi ation in wris n r r "z ting to us wit ih n or "property dama e" tha o curred, o "perso al 180 ay a te yogt c r n d s f r u a qui e or o m it;c r f r and a v rt sing i ju y caused by an o fe sed e i n r "f n b.Cov ragee A does not apply to "bodilycom i ted:m t i ju y" o "property dama e that o curredn r r g "c a.Be o e you ma ntai ed an ownership intere t be o e you a qui ed or fof r i n s f r c r rmed the o mo e than 50% i such ub idiary; or organi ation; andf r n s s z b.Af e the date, i any duri g the poli y periot r f , n c d c.Cov ragee B doe not ap ly to "perso alspn that yo no longer ma ntain a ownershi and adv rti i g injury ariuinpe s n " sing out o af n i tere t o o e han 50% in such subsidia y.o fe se com i ten s f m r t r f n m t d be o e yo a qui ed of r u c r r fo med the o ganiza io .r r t nFo purpose o Pa agraphrs f r 1.o Se tionf c II – Who Fo t e purpose o Pa ag apr h s f r r h 1.o Se t onf c i IIIs An Insured, ea h such sub idiary will becs – Who Is An Insured, each such o ganiza iort ndeem d to e de ignated in the Declarat on a :e b s i s s wil be deem d to be designated in thelea.A im ted l ab l ty company;l i i i i De la ation a :c r s s b.An o ganizat on o he than a pa tnership, jo ntri t r r i a.A im ted l ab l ty company;l i i i iv nture or l m ted liab l ty om any; orei i i i c p b.An organiza ion o her than a pa tnership,t , t rc.A rust;t jo n v nture or lim ted lia ili y com any;i t e i b t p a indi a ed in i s nam o the docum n s tha orsc t t e r e t t gov rn it stru ture.e s c c.A rust;t C. WH IS AN INSURED – EMP O EES –O L Y a indica ed i its nam or the do um ntsst n e c e S PE VISO Y PO I IO SU R R S T N that gov rn t structure.e i s The fol o ing is added to Paragraphl w 2.a.(1)of E. WH IS AN INSU ED – L ABIL TY FOORI I R SE TI N II – WHO I AN INSUREDC O S :CONDU T O UNNAMED PARTNE SHIP OC F R S R JO NT VEN UREITSPa ag aphsr r (1)(a),(b)and (c)abov do not applye to "bodi y injury to a co "em loyee while in thel"- p "The fo lo ing rep a es the la t paragraph ol w l c s f cour e o he co "em loyee s" em loy en by yous f t - p 'p m t SE TI N II – WHO I AN INSU EDC O S R : ari ing out o work by any o your "em loy e "s f f p e s No person o organi ation is an insured wi hrztwho hol a superv so y po itio .d i r s n re pe t to the con uct o any current o pa ts c d f r s pa tnership o joi t v nture tha i not shown a arr n e t s sD WH IS AN INSURED – N WLY ACQU RED.O E I Na e Insured in the Thism dO FO MED LIMIT D L ABIL T CO PANIESR R E I I Y M pa agraph doe not apply to any such partne shiprsrThe fo lowing repla e Pa agraphlc s r 3.of SECTI NO or joi t v nture tha ot erwi e qua i ie a an e t h s l f s s nII – WHO I AN IN U EDSS R :i sured under ectionS n II – Who I An I sured.s n 3.Any o gani at on y u newly a qui e or fo mr z i o c r r ,F B ANKET ADDI IONAL IN URED – P RSON. L T S E Sot er than a partnershi or joi t v nture anhpn e , d O O GANIZATI N FO YOU ON O NR R O S R R G I Go whi h yo a e the so e owner o in whi hf c u r l r c OP RATION AS REQUIRED B WRI T NESYT Ey u ma nta n an owne ship intere t o m reoi i r s f o CON RACT R AGRE MENTOETthan 50%, wi l quali y a a Nam d Insured iflf s e The fol owing is ad ed told SE TION II – WHO ISCthe e i no othe sim lar i surance av ila le tor s r i n a b AN INSU EDR:that organiz tio . owev r:a n H e Any person or o gani at on tha i no o herwi er z i t s t t sa.Cov rage unde thi prov sion i a fo deder s i s f r an insured under this Cov rage Pa t and that yoeruon yl : hav ag ee in a writ en cont a t o agreem nt toe r d t r c r e(1)Unt l the 180th day a ter you a quireifc i clu e as an a ditio al insured on thi Cov ragen d d n s eor fo m the organi ation o the end orzrf Pa t is an in ured, but only wi h re pe t to l abi ityrst s c i lthe pol cy period whi hev r is earl er,i , c e i fo "bodi y i ju y" or "prope ty dama e" thatrl n r r g :i y u do not report such o ganizat of o r i n a.Occurs subse uent to the signi g o thatqn fi writ ng to us wi hin 180 days a ten i t f r contra t or ag ee ent; andcr my u a quire o fo m i ; oo c r r t r b.Is cause , in whole or in part by yo r acts od,u r(2)Unt l the end o the pol cy perio ,i f i d om ssions in the perfo ma ce o yo r ongoinir n f u gwhen that date is late than 180 dayrs a ter y u a qui e or fo m such operatio s to whi h tha contra t f o c r r n c t c or organi ation, i you report suchzf Pa e 2 o 5gf © 2017 T e Travelers Indemnity Company. All rights rheserved.CG 4 17 02 19D Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s Declarations. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 COMM RCI L G NERAL IAB LI YE A E L I T pe fo med a such v ndor' prem se inr r t e s i sagreement applies or the acts or omissions of connect on with the sale o "y uif o rany pe son o organi at on pe fo m ng suchrrz i r r i product "; orso eratio s on your behal .p n f The lim t o in urance prov ded to such insuredi s f s i (6)"Yo r product " that a te di tri ution ous, f r s b r wil be the mnim m lim t that you ag ee to sale by you, hli u i s r d av bee labeled oenr prov de i the wri ten cont act or agreem nt, oi n t r e r re abeled or used a a containe , part olsrr the lim t shown in the Declaratio s, whi hev ri s n c e i gredien o any o her thing or substancent f t are le s.s by or on behal o uch v ndor.f f s e G B ANKET ADDIT ONAL IN URED – B OAD. L I S R Cov rage under thi p ov sion doe not apply toes r i s : F RM VENDO SOR a.Any pe son o o ganizat on from whom yorr r i uThe fol owing is ad ed told SE TION II – WHO ISC hav acqui ed "y ur produ ts", or anyerocAN INSU EDR:i gredie t, part or containe enterin in o,n n r g t Any perso o organ zat on that i a v ndor an a com ann r i i s e d c p yng o contain ng such product ;i r i s orthat you have agreed in a written contract or ag ee ent to in lude a an addi ional insured onr m c s t b.Any v ndo fo whi h cov rage a ane r r c e sth s Cov rage Part i a in ured, but only wi hies n s t addi ional insured spe if ca ly i sche ule bytc i l s d dre pe t to lia il ty fo "bodily injury or "prope tys c b i r "r endo sem nt.r edama e thatg " : H B ANKET ADD T ONAL INSURED –. L I Ia.Occurs subse uent to the signi g o thatqn f CON RO L NG IN ERE TT L I T Sco tra t or agreem nt; andn c e 1.The fo lo ing is added tol w SE TI N II – WHOC Ob.Ari e out o "y ur products" that ares s f o IS AN INSURED:di tr buted o so d in the regula cou se os i r l r r f Any pe son or o gan zat on that ha fi ancialrr i i s nsuch v ndors busine s.e 's cont ol o yo is an i sured wi h re pe t tor f u n t s cThe insura ce prov ded to such v ndor is subje tniec l ab l ty fo "bodily inj ry , "property dam gei i i r u "a "to the o lowing provsion :f l i s or "pe sonal a d adv rti ing i ju y that a i erne s n r "r s s a.The lim t o in urance prov ded to suchi s f s i ou o :t f v ndor wil be the m nim m li i s tha y ueli u m t t o a.Su h i an ial cont ol orc f n c r ;ag ee to prov de in the writ en cont a t or d i t r c r b.Su h person's or o ganizat on'c r i sag ee ent, o the lim t shown in ther m r i s ownership, ma ntenance or use ofi prem se lea ed o or o cupied by y u.i s s t c ob.The in urance provded to such v ndor doesies The i surance prov ded to such person onirno ap ly o:t p t organi ation does not apply to structuralz(1)Any ex ress warranty no authorized bypt al erat on , new con tru tion or dem li iot i s s c o t ny u or any di tribut on or sa e fo aosil r operatio s pe fo me by or on behal o suchn r r d f fpu po e not authorized by yo ;r s u pe son or organizationr . (2)Any change i "y u products" m de byn o r a 2.The fo lowing is ad ed to Paragraphld 4.of such v ndor;e SE TI N II – WHO I AN INSU EDC O S R : (3)Re a kagi g, unle s unpa ked so ely fop c n s c l r Thi pa agraph does not apply to anys r the purpo e o i spectio , dem n tratio ,s f n n o s n prem se owner, manager or le sor tha hai s s t s te tin , o the sub tit tion o part undes g r s u f s r fi a cial o trol o yo .n n c n f u i struction fro the man fa ture , anns m u c r d I. B ANKET ADD T ONAL INSURED –L I Ithen repackaged in the orig nal containe ;i r MO T A E S ASSIGN ES, SU CES O SR G G E ,E C S R (4)Any fai ure to ma e such in pect on ,l k s i s O ECEI ERSR R V a justme t , te ts or se v cing adn s s r i s The fol owing i added tols SE TION II – WHO ISCv ndors agree to perfo m or no ma lyerr l AN INSU EDR:unde take to pe fo m in the regularr r r Any pe son o o ganiza io tha is a mo tgagee,r r r t n t rcour e o bu ine s, in connectio wi h thes f s s n t a signee succe so or re eiv r and tha yos,s r c e t udi trib tio or sale o "y ur p oduct ";s u n f o r s hav agreed i a writ en cont a t o agreem nt toentr c r e (5)De o stra ion instal a ion, se v ci g om n t ,l t r i n r i clu e as an a ditio al insured on thi Cov ragen d d n s ere ai operatio s, ex ept such o e ationp r n c p r s Pa t is an insured, but on y with re pe t to itsrls c CG 4 17 02 19D © 2017 T e Travelers Indemnity Company. All rights rheserved.Pa e 3 o 5gf Includes copyrighted material of Insurance Services Of ice, Inc. with its permis ion.f s Declarations, whichever are less. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 COMM RCI L G NERAL LIA ILI YE A E B T l ab l ty a m rtgagee, a signee succe so o constru tion, erei i i s o s ,s r r c ction or remov l o any o thea f f re e v r fo "bodi y i ju y , "property dam ge" o fo lowi g fo wc i e r l n r "a r l n r hi h that gov rnme tal enti y hacent s "pe sonal and adv rti ing i ju y" that i sue such perm t o aure s n r :s d i r thorizat o : adv rti ingi n e s si n , awni gs, canopie , cel ar entrance , coalg s n s l sa.Is "bo ily inju y or "prope ty dama e" thatdr "r g ho es, driv way , ma holes, marquees, hoi tle s n so curs, o i "pe sonal an adv rti ing inju ycr s r d e s r "away open ng , sidewalk v ults, e ev tor , streeti s a l a scaused by an o f n e that is com it ed,f e s m t banners o de orat on .r c i ssubsequent to the si ning o that co tra t ogfn c r ag ee ent; andr m K. B ANKET ADD T ONAL INSURED –L I I GO E N ENT L EN IT ES – P RMIT OV R M A T I E S Rb.Ari e out o the ownership, m in enance os s f a t r AU HO I ATI N RELATIN TO OP R-T R Z O S G Euse o the prem se fo whi h that mo tgagee,f i s r c r ATIONSa signee succe so o re eiv r is requi eds,s r r c e r unde that cont act o agreem nt to be The fol owing is ad ed torrreld SE TION II – WHO ISC i clu ed a an a dit onal insured on thisn d s d i AN INSU EDR: Cov rage Parte .Any gov r men al enti y tha ha issued a perm te n t t t s i The insurance prov ded to such mo tgagee,or authoriza ion wit rirth e pe t to ope ationss c r a signee succe so o re eiv r is subje t to the pes,s r r c e c rfo med by y u or on your behal and that yorofu fo lowi g provsions:are required by any o dinance, law, buil ing cl n i r d ode or written cont act or agreement to incl de a anrusa.The lim t o in urance prov ded to suchi s f s i addi ional i sured on thi Cov rage Pa t is atnsernm rtgagee, a signee, succe so o re eiv ross r r c e i sured, but only wi h re pe t to liabi i y fo "bodilynt s c l t rwil be the m n m m l m t tha y u agreed toli i u i i s t o i ju y", "prope ty dam ge" or "perso al andn r r a nprov de in the writ en con ra t or agreem nt,i t t c e adv rti ing inj ry" ari ing ou o uch operatio s.e s u s t f s n whi hev r are e s.The in uran e prov ded to such gov rnmen alc e l s s c i e t en ity doe not apply o:t s tb.The i surance prov ded to such person onir organi ation oe not apply to:z d s a.Any "bodi y inju y , "property dama e olr "g " r "pe sonal and adv rti ing injury" a i ing o t ore s r s u f(1)Any "bodily inj ry or "property dam geu "a "operatio s perfo m d fo the gov r men alnr e r e n tthat occurs, or any "pe sonal andr en ity ort ;adv rti ing inju y ca sed by an o fe see s r " u f n that is com it ed, a ter such con ra t om t f t c r b.Any "bodily inj ry or "property dam geu "a " ag ee ent s no lon er in e fe t; o i clu ed in the "products-co plr m i g f c r n d m eted operatio s hazard".n(2)Any "bodi y inju y , "property dama e olr "g " r "pe sonal and adv rti ing i ju y ari ingre s n r " s L MED CAL PAYMEN S – INCREASED LI IT.I T M ou o any structural al eratio s, newt f t n The fo lowing repla e Pa agraphlc s r 7.of SECTI NOconstru tion o dem li ion ope ationscro t r II – L MIT F INSURANCEI I S O :pe fo med by or on behal o suchr r f f 7.Su je t to Paragraphb c 5.abov , the Medicaelm rtgagee, assignee, succe so oos r r Ex ense Lim t is the mo t we will pay undepisrre e v r.c i e Cov ragee C fo al me ical ex enser l d p sJ B ANKET ADD T ONAL INSURED –. L I I be ause o "bod ly i ju y sustained by anycfi n r "GO E N ENT L EN IT ES – P RMIT OV R M A T I E S R one erson, and will be he ighe o :p t h r fAU HO I ATI N RELAT N O P E IS ST R Z O S I G T R M E a.$10, 00; or0The fol owing is ad ed told SE TION II – WHO ISC b.The am unt shown i the oonfAN INSU EDR:th s Cov rage Part fo Medi al Ex enseiercpAny gov r men al enti y tha ha issued a perm te n t t t s i Lim t.ior aut orizat o wit respe t to prem se ownedhi n h c i s M. B ANKET WAIVER O SUB O ATIONLFR Gor o cupied by, o rented o loa ed to, y u ancrr n o d that yo a e requi ed by any ordi ance, law,u r r n The fo lowing is a ded to Parag aphldr 8.,Tra sfen r O Righ s O Rec very Against O hers To Uft f o t sbuilding code or written contract or agreement to , i clu e as an a ditio al insured on thi Cov ragen d d n s e of SE TION IV – CO MERCIAL GENERALCM Pa t is an insured, but on y with re pe t to lia il tyrls c b i L AB LIT CO D TIONI I Y N I S: fo "bodi y inj ry , "prope ty dam ge or "perso alrl u "r a "n If the insured has a ree in a cont act og d r rand adv rti ing inj ry arising out o thee s u "f ag ee ent to waiv that i sured' righ or m e n s t fex stence owne ship, use mai tenance repai ,i ,r , n ,r re ov ry against any per on o o ganiza io , wec e s r r t n Pa e 4 o 5gf © 2017 T e Travelers Indemnity Company. All rights rheserved.CG 4 17 02 19D Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s or the limits shown in the Declarations, Declarations DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 COMM RCI L G NERAL IAB LI YE A E L I T waiv our right o e ov ry against such pe son oef r c e r r 2.Pa ag aphr r f. 1)(o the de init on o "i suredff i f n organi a ion, but only fo pay ents we make cont a t" i thez t r m r c n D FIN TIONE I S Se tion isc be ause o :de eted.c f l a."Bo ily i ju y o "property dam ge" thatd n r " r a O DAMAGE TO P EMISE EN ED TO YOU.R S R T o curs; ocr The fol owing repla e the de i ition o "prem selc s f n f i s b."Pe so al and adv rti ing inj ry ca sed byr n e s u " u dama e in heg " t DEF NIT ONSI I Se tionc : an o fe se hat i comm ttedf n t s i ;"Pre i e dama e m a s "property damage to:m s s g " e n " subsequent to the ex cu ion o the cont a t oe t f r c r a.Any prem se whi e rented to y u oi s l o rag e ment.r e tem ora ily o cupied by you wi h pe m ssionp r c t r i N CON RACTUAL IABILIT – RAIL OAD.T L Y R S o he owne ; orf t r 1.The fol o ing repla e Pa agraphl w c s r c.o thef b.The co tent o any premi e whi e suchn s f s s lde i i ion o "insured cont act" i thef n t f r n prem se i rented to yo , i y u rent suchi s s u f oD FIN TIONE I S Se tion:c prem se fo a period o sev n or fewei s r f e r c.Any ea em nt or l cense agreem nt;s e i e conse utiv day .c e s CG 4 17 02 19D © 2017 T e Travelers Indemnity Company. All rights rheserved.Pa e 5 o 5gf Includes copyrighted material of Insurance Services Of ice, Inc. with its permis ion.f s DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.BLANKET ADDITIONAL INSURED – PRIMARY ANDNON-CONTRIBUTORY WITH OTHER INSURANCEThis endorsement modifies insurance provided under the following:BUSINESS AUTO COVERAGE FORMPROVISIONS 1.The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION ll– COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2.The following is added to Paragraph B.5., Other Insurance of SECTION IV – BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. DocuSign Envelope ID: 6A0BD2E0-A0AD-4B09-90C9-F687B2FC5813