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HomeMy WebLinkAbout24I200 - Packet Fusion, Inc.'4iCC!_,Rd CERTIFICATE OF LIABILITY INSURANCE I DA.TE (MWDDIYYYY) 3/11/2025 ~ 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlficale holder Is an ADDITTONAL INSURED, the pollcy(les) 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 rlnhts to the certificate holder In Heu of such andorsementis1. PRODUCER NAME: Brianna Orchekowski Edgewood Partners Insurance Center ~~-I"' License: 0B29370 .. ~- P.OBox2110 1f!:~L Brianna.orchekowski®e~ lcbrokers.com CRESS: Rancho Cordova CA 95670 RECEIVED INSURER'S' AFFORDING COVERAGE """' l;iill INSURER A, Travelers Pro __ _..._ Casualtv Co of Amer 25674 INSURED 1 1 .\ ',_: •) A ·1117" PACKFUS INSURER&, Packet Fusion Inc ' , c, ;,, ~ .v~,) 4305 Hacienda Drive, Ste 440 INSURERC, Pleasanton CA 94588 City Hall INSURElt D, Reception Desk INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· 1113511621 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ,_ cm TYPE OF INSURANCE POLICY NUMBER 1~CYEFF I ,~ICY EXP LIMITS ' X COMMERCIAL GENERAL LIABILITY ZLP71M52139 3{7/2025 Sll/2026 =EACH~~gRRENCE S1,000,000 1 CLAIMS-M.o.OE 0 OCCUR $300,000 E Enoocurrence\ MEDEXP'An••or,e I $10,000 ~ PERSONAL & ADV INJURY S 1,000,000 ~ RGEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POL~Y 0 ~IB □ LOC PRODUCTS -COMP/OP AGG $2,000,000 OTHER: ' ' AUTOMOBILE LIABILITY 8A8L430908 3'7/2025 3ll!W2£ ~~C:~?NGLE LIMI I S 1,000,000 ~ Ari"l'AuTO BODILY INJURY (?er ~,,.c,n) ' ~ OWNSO -SCHEDULED AUTOS ONLY MITOS eODIL Y INJURY {?er acddenl) ' ~ - X HIRED X NON-OWNED r~~~nt~AMAGE ' ~ AUTOS ONLY -AUTOS ONLY ' ' UMBRELLA LIAB ~ OCCUR CUPON049565 Sll/2025 3ll/W2£ EACH OCCURRENCE $5,000,000 7 EXCES8UAB ClAIMs-MADE AGGRlcGATE $5,000,000 OED I X I RETENTION I " ' ' WORKERS COIIIPENSAtlON UB9K823585 3{7/2025 Sll/2026 XI~: ;· I 1 ER' AND EMPI.OYERS' LIABILITY ''" ANYPROPRIETOR/PARTNERIEXECUTIVE 0 '" E.L EACH ACCIDENT $1,000,000 OFFICER/MEMSEREXCLUDED? {M•nct.tory In NH) E.L. DISEASE· EA EMPLOYEE $1,000,000 • r,s. d&SCl'ib& under D SCRIPTION OF OPERATIONS below E.L. DISEASE • POLICY LIMIT $1,000,000 • Tech. Em,n; & Omlsalons ZPL61N71717 3{7/2025 3{712026 Enct, =I Act $2,000,000 -~-~ mlt $2,000,000 Retro Date: 2/7/07 $10,000 DESCRIPTION OF OPERATM>NS I LOCA.TM>NS I \1£HICLES (A.CORO 101, A.dcllllonal ~-Schedulo., may t.. llltaChMI II' more ,paca la NqUlnd) Re: All Contracts/Written Agreements between the Certificate Holder and the Insured, Addllionel lnsurecl(s): City of Palm Springs, its elected officials, officers, employees, agents, and volunteers. When required by written contract, additional Insured siatus with prima7 coverage applies to General Liability and Automobile Liability and waiver of subrogation applies to General Liability, Automobile Liability and Workers Compensation, all per the attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE 0ESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs 3200 E.Tahquitz Canyon Way AUTHOftlZED lttPRESENTA.TII/E Palm Springs, CA 92262 ~~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Policy No.: ZLP71M52139 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b, If, and only to the extent that, such injury or damage is caused by acts or ______ omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization The insurance provided to such additional insured is subject to the following provisions: a, If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits For the purposes _ of determining whether this limitation appiies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement This provision will not increase the limits of insurance described in Section Ill -Limits Of Insurance b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or f~ilure to provide, any professional architec- tural, engineering or surveying services, including: (a) The preparing, approv1nb, or failing to prepare or app~ove, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifica- tions; and (b) Supervisory, inspection, architec- tural or engineering activities (Z) Ar.y "bodily injury" or "property damage" caused by "your work" and included in the "products-completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of en "occurrence" or an offense which may result in a claim To the extent possible, such notice should include: la) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense (2) If a claim is made or "suit" is brought against the additional insured: la) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive CG 02 46 04 19 Cl 2018 The Travelers lnderrlnity Company, All ri!jits reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY written notice of the claim or "suit" as soon as practicable (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insu,..ed as described in Paragraph 4., Other Insurance, of Section IV -Commercial General Liability Conditions Page 2 of 2 o 2018 The Travelers Indemnity Company. All rights reserved, CG D2 46 0419 C Policy No.: ZLP71M52139 COMMERCIAL GENERAL LIABILITY F. WHO IS AN INSURED -EMPLOYEES AND your "employees• who hold a supervisory posi• VOLUNTEER WORKERS -FIRST AID tion. 1. The following is added to the definition of "oc-H. WHO IS AN INSURED -NEWLY ACQUIRED currence• In the DEFINITIONS Section: OR FORMED ORGANIZATIONS ~ Unless you are In the business or occupation The following replaces Paragreph 4. of SECTION of providing professional health care services, II -WHO IS AN INSURED of the Commeroial "occurrence" also means an ad or omission General Liability Coverage Form, and Paragraph i committed by any of your "employees· or 3. of SECTION H -WHO IS AN INSURED of the "volunteer work8fS", other than an employed Global Companion Commercial General Liability " ' or volunteer doctor, ln providing or falling to Coverage Form, to the extent such coverage • provide first aid or "Good samarttan services" forms are part of your policy: " " toa person. Any organization you newly acquire or form, other N :; 2. The following Is added to Paragraph 2.a(1) of than a partnership or joint venture, of which you • SECTION 11-WHO IS AN INSURED: are the sole owner or in which you maintain the • Unless you are In the business or occupation majority ownership interest, will qualify as a Nemec: Insured if there Is no other Insurance of providing professional health care se,vices, which provides similar coverage to that organiza- Paragraphs (1 )(a), (b), (c) and (d) above do tion. However. not apply to "bodily injury" arising out of pro-a. Coverage under this proVision is afforded Viding or failing to provide first aid or "Good only: Samaritan services" by any of your •employ- ees" or "volunteer WOfkers", other than an (1) Until the 180th day after you acquire or empk>yed or volunteer doctor. Any of your fonn the organization or the end of the "employees• or "\lolunteer workers" providing policy period, whichever is earlier. if you or falling to provide first aid or "Good Samari-do not report such organization In wrttlng tan services" during their work hours for you to us within 180 days after you acquire or will be deemed to bo acting within the scope form It; or of their employment by you or performing du-(2) Until the end of the policy period, when ties related to the conduct of your business. that date is later than 180 days after you 3. The following Is added to Paragraph 5. of acquire or fonn such organization, If you report such organization In writing to us SECTION Ill -LIMITS OF INSURANCE: within 180 days after you acquire or form For the purposes of detennlnlng the appllca-ii:, and we agree in writing that It will con- ble Each oocurrence Limit, all related acls or tinue to be a Named Insured until the end omissions committed by any of your •employ-of the policy pariod; ees" or "volunteer workers" In providing or b. Coverage A does not apply to "bodily injury" failing to provide first aid or "Good Samaritan or "property damage" that occurred before services" to any one person will be deemed to you acquired or fanned the organization; and be one "occurrence". C. Coverage B does not apply to "parsonal in- 4. The following Is added to the DEFINITIONS jury" or "advertising injury" arising out of an Section: offense committed before you acquired or "Good Samaritan services" means any emer~ 0 formed the organization. gency medical services for which no compen,. BLANKET ADDITIONAL INSURED -OWNERS, sation Is demanded or received. MANAGERS OR LESSORS OF PREMISES G. WHO IS AN INSURED -EMPLOYEES -SU-The following is added to SECTION II -WHO IS PERVISORY POSITIONS AN INSURED: The following Is added to Paragraph 2.a.(1) of Any person or organization that ls a premises SECTION 11-WHO IS AN INSURED: owner, manager or lessor is an insured, but only With respect to liablllty arising out of the owner- Paragraphs (1)(a). (b) and (c) above do not apply ship, maintenance or use of that part of any prem- to •bodily Injury" or "personal Injury• to a co-ises leased to you. "employee" in the course of the ~·employee's" The insurance provided to such premises owner, employment by you arising ou1 of work by any of manager or lessor does not apply to: CGD4170112 o 2012 The Travalefg Indemnity company. Alt rights reserved. Page 3 of8 Includes ~ material of Insurance Servlc:e& Office. Inc. wllh its perminlon. COMMERCIAL GENERAL LIABILITY a. Any •bodily injury" or "pro~ damage" caused by an "ocrunence• that takes place, or "personal injury" or "advertising injury" caused by an offense that Is committed, after you cease to be a tenant In that premises; or b. Structural alterations, new construction or demolition operatlons performed by or on be- half of such premises owner, manager or les- sor. f':i\ BLANKET ADDITIONAL INSURED -LESSORS D Of LEASED EQUIPMENT The following is added to SECTION U -WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to llabir,; ity for "bodHy injury", •property damage", "per-• sonal injury" or "advertising injury" caused, ir1 whole or In part, by your acts or omissions In the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodHy injury" or 'property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising Injury" caused by an offense that Is oorrmitted, after the equipment lease expires. 'IC BLANK~ 1 ADDITIONAL INSURED -PERSONS ~ OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO IS ANtNSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as-an additional insured on this COverage Part Is an insured, but only with respect to liability for "bodity lnjuJY" or "property damage• that: a. Is caused by an "occurrence" that takes piece after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or In part. by your acts or omissk>ns In the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your baha~. The limits of insurance provided to such insured will be the linits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 0 BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following Is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have ggreed in e written contract or agreement to include as an additional insured on this COverage Part is an insured, but only with re- spect to liability !of "bodily Injury" or "property damage• that: a. Is caused by an "occurrence• that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold In the regular course of such vendor's business. The Insurance provided to such vendor is subiect to the following provisions: a. The limits of insurance provided to such ven- dor will ba the limits which you agreed to pro- vide in the written contract or agreement, or the limits sOONO in the Declarations, which-- ever are less. b, The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you: (2) Any change In "your products• made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such Inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, S8fVk:ing or repair operations, except such operations performed at such vendofs premises In oonnectlon with the sale of "your prod- ucts•; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 016 C 2012 The Travelers Indemnity Company. All right$ ,-1erved. CGD4170112 Includes copyrighted matarial af fnlurance ServlOH Office, Inc. with Its permission. ~ Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products•, or any ingre-. dient. part or container entering into, accom- panytng or containing such products; or b. Any vendor for which ooverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED -UNNAMED SUBSIDI- ARIES Toe following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that Is not s~ as a Named In- sured in the Declarations is a Na,, 1ed Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other Insurance. No such subsidiary is an insured for "bodily Injury" or "property damage" that occurred, or "personal injury" or "advertising Injury" caused by an of- fense convnltted: a. Before you maintained an awnership interest of more than 50% in such subsidiary; or b .. After the date, ~ any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED -LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES Toe following replaces the last paragraph of SECTION 11-WHO .IS AN INSURED: •No person or organiZatlon is an Insured with re- spect to the conduct of any current or past part- nership or joint venture that Is not shown as a Nerned Insured In the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under section II -Who Is An Insured. 0. MEDICAL PAYMENTS -INCREASED LIMITS The following replaces Paragraph 7. of SECTION 111-LIMITS OF INSURANCE: 7. Subject to 5. above. the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily Injury" sustained by any one person, and will be Iha higher ot (a) $10.000; or COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY -RAILROADS 1. The followlng replaces Paragraph c. of the definition of •insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement 2. Paragraph 1.(1) of the definition of "Insured contract" in the DEFINmONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE Toe following is added to Paragraph 2., Duties In The Event of OCcurrence, Offense, Claim or Sutt, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDmONS: a. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this COverage Part to you or any Insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such •occurrence• or of- fense must be given as soon as practica- ble only after the •occurrence• or offense is known to you (if you are an individual), any of your partners or members who Is an individual (if you are a partnership or joint venture), any of your managers who is an Individual (if you are a limited llablllty company), any of your trustees who Is an individual (W you are a trust), any of your "executive officers• or directors (if you are an organization other than a partnership, joint venture, limited liablltty company or trust) or any •employee• authorized by you to give notice of an •occurrence" or offense. (2) II you are a parinershlp. Joint venture, llm- lted liability company or trust. and none of your partners, Joint venture members, managers or trustees are Individuals, no- tice to us of such ·occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any Individual who is: (i) A partner or member of any part~ nership or joint venb.Jre; (Ii) A manager of any limlted liability company; CGD4170112 C 2012 The Tnwelers Indemnity company, All rights reserved. Page Sol 6 lndudea copyrighted material of lrmnnca 9arvicH Offloe. Inc. with its permission. a: COMMERCIAL GENERAL LIABILITY (lill A truslee of any trust, or (iv) An executive officer or director of any other organizatk>n; that Is your partner, joint venture member, manager or trustee; or (b) Any "employee• authorized by such partnership, joint venture, limited li- ability company, trust or other Ofganl- zation to give notice of an "occur- rence• or offense. (3) Notice to us of such •occurrence• or of- fense will be deemed to be given as soon as practicable if it Is given in good faith as soon as practicable to your workers' compens2tion Insurer. This applies only if you sub58Quently give notice to us of the "occurrence• or offense as soon as prac- ticable after any of the p01SOns desclibed in Paragraphs a. (11 or (21 above discov- ers that the "occurrence• or offense may result in sums to which the insurance provided under this Coverage Part may apply. However. If this policy indudes an endorse- ment that provides limited coverage for "bod- ily injury" or •property damage" or pollution costs arising out of a discharge, release or escape of "pollutants• which contains a re-, quirement that the discharge, release or es- cape of "pollutants• must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any infomlation provided by you which we relied UPon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to colled addi- tional premium or to exercise our rights of cancel- lation or nonrenewat in accordance with applies-. ble insurance laws or regulations. ® BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against others To Us, of SECTiON IV -COMMERCIAL GENERAL L~ ABILITY CONDITIONS: If the Insured has agreed in a contract or agree- ment to waive that lnsured's right of recovery against any person or organization-, we waive our right of recovery against such pen,on or Ofganiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage• caused by an "occurrence• that takes place; or b, "Personal Injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 0 2012 The Travelers Indemnity Company. All rights reserved. CGD4170112 Includes copyriltmtd material of tnawance Secvices Offlca, Inc. with its pannisslon. COMMERCIAL GENERAL LIABILITY However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after it's abrupt commencement. this Paragraph e does not affect that requirement 3 Legal Actio ■ Against Us No person or organization has a right under this Coverage Part: a. Jo join us as a party or otherwise bring us Into a "suit" asking for damages from an insured; or .. , b. To sue us on this Coverage Part unless all of its terms have been fully complied with A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance An agreed settlement means a settlement and release of liability signed by us, the insured, __ and the claimant or the claimant's legal representative 4 Olller , • ...,..,.. If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or 8 of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: II) Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph 5. of Section Ill -Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section Ill -Limits of Insurance applies because the Amendment Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; POLICY NUMBER: ZLP71M52139 (Iii} Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance Other insurance does not include umbrella insurance, or excess insurance, tt,at was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part As used anywhere in this Coverage Part, other insurer means a provider of other insurance As used in Paragraph c below, insurer means a provider of insurance a. Primary Insurance This insurance is primary except when Paragraph b below applies If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary Then, we will share with all that other insurance by the method described in Paragraph c. below, except when Paragraph d. below applies b Excess Insurance 11) This insurance is excess over: la) Any of the other insurance, whether primary, excess, contingent or on any other basis: Iii That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; Iii) That is insurance for "premises damage"; {iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; liv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section II -Who Is An Insured, except when Paragraph d below applies; or Iv) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section Page 16 of 23 0 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office Inc, with its permission. ~ C II -Who Is An Insured, except when Paragraph d. below applies lb} Any of the other insurance, whether primary, excess. contingent or on any other basis, that Is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance (2) When this insurance Is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the Insured against that "suit" If no other insurer defends, we will undertake to do so, but we wi 11 be entitled to the insured's rights against all those other insurers 13) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, If any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other Insurance (4) We wi11 share the remaining loss, if any, with any other Insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part c. Method Of Shlll'l■g If all of the other insurance permits contribution by equal shares, we will follow thls method also Under this approach each insurer contributes equal amounts until it has paid its applicable llmlt of Insurance or none of the loss remains, whichever comes first If any • of 'the other insurance does not permit contribution by equal shares, we will contribute by limits Under this method, each insurer's share is b:ised on the ratio of its applicable limit of Insurance to the total applicable limits of insurance of all insurers d COMMERCIAL GENERAL LIABILITY ~-~~~,I lllllifliQ If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: {1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you 5. Premium Audit a. We wlll compute all premiums for this Coverage Part in accordance with our rules and rates b Premium shown in this Coverage Part as advance premium Is a deposit premium only At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured The due date for audit and retrospective premiums is the date shown as the due date on the bill If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we wil I return the excess to the first Named Insured c. The first Named Insured must keep records of the information we need for premh.-m computation. and send us copies at such times as we may request &. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and completej b Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations CG T1 00 02 19 o 2017 The Travelers Indemnify Company. AIi riQhts reaerved, Page 17 of 23 Includes copyrighted mlterill of lnslJ'8'iC8 Services Office Inc. with its permission. • POLICY NUMBER: ZLP-711152139 COMMERCIAL GENERAL LIABILITY ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY TOTAL GENERAL AGGREGATE LIMIT DESIGNATED PROJECT<Sl -GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Total General Aggregate Limit $4, ooo, ooo Designated Projecllsk Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed and executed by you before the "bodily injury" or "property damage" occurs. (If no entry appears above, information required to complete this endorsement shown in the Declarations as applicable to this endorsement.) will be A. The Total General Aggregate Limit stated in the Schedule above is the most we will pay for the sum of all: 1. Medical Expenses under COVERAGE C (SECTION I); 2. Damages under COVERAGE A (SEC- TION I), except damages because of "bodily injury" or "property damage" included in the· "products-completed operations hazard"; and 3. Damages under COVERAGE 8 !SEC- TION II regardless of the number ofi a. Insureds; b. Claims made or "suits" brought; c. Persons or organizations making claims or bringing "suits"; or d. Designated "projects" listed in the SCHEDULE above. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVER- AGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I), which can be attributed only to operations at a single designated "project" shown in the Schedule above: 1, A separate Designated Project Gen- eral Aggregate Limit applies to each designated "project", and that limit is equal to the amount of the Gen- eral Aggregate Limit shown in the Declarations. 2. Subject to the Total General Aggre- gate Limit stated in the Schedule above, the Designated Project Gen- eral Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "prop- erty damage" included in the "prod- ucts-comp•eted operations hazard". and for medical expenses under COV- ERAGE C regardless of the number of: a Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under COVER- AGE A for damages or under COV- ERAGE C for medical expenses shall CG D3 21 01 04 o The Travelers Companies, Inc. 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY reduce both the Total General Aggre- gate Limit stated in the Schedule above, and the Designated Project General Aggregate Limit for that des- ignated "project". Such payments shalt . not reduce the General Aggre- gate Limit sho\ll(n .in the Oec1-,ratior;is nor shal I they reduce any other Des- ignated Project General Aggregate Limit for any other designated "pro- ject" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Gen- eral Aggregate Limit shown ir) the Declarations, such limits will be sub- ject to both the Total General Ag- gregate Limit stated in the Schedule- above, and the applicable Designated Project General Aggregate Limit. C. For alt sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVER- AGE A (SECTION I), and for all medical expenses caused by accidents under COVERAGE C (SECTION I}, which cannot be attributed only to operations at a single designated "project" shown in the ~r.hP.rlulP. above: 1. Any payments made under COVER- AGE A for damages or under COV- ERAGE C for medical expenses shall reduce the amount available under the Total General Aggregate Limit stated in the Schedule above and the General Aggregate Limit, or the Products-Completed Operations Ag- gregate Limit, whichever is applica- ble; and 2. Such payments shall not reduce any Designated Project· General Aggregate Limit. As respects this Provision C., the limits shown in the Declarations for Each Oc- currence, Damage To Premises Rented To You and -Medical Expense continue to app!y. D. Part 2. of SECTION Ill -LIMITS DF INSUR- ANCE is deleted and replaced by the fol- lowing: 2. The General Aggregate Limit is the most we will pay for the sum of: a Damages under Coverage B; and b. Damages from "occurrences" un- der COVERAGE A (SECTION I} and for all medical expenses caused by accidents under COVERAGE C (SECTION I) which cannot be at- tributed only to operations at a single designated "project" shown in the SCHEDULE above. E. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-Completed Op- erations Aggregate Limit. and not reduce the Total General Aggregate Limit stated in the Schedule above, the General Ag- gregate Limit, or the Designated Project General Aggregate Limit. F. For the purposes of this endorsement the Definitions Section is amended by the addition of the following definition: "Project" means an area away from premises owned by or rented to you at which you are performing operations pursuant to a contract or agreement. For the purposes of determining the applica- ble aggregate limit of insurance, each "project" that includes premises involv- ing the same or connecting lots, or premises whose connection is inter- rupted only by a street, roadway, wa- terway or right-of-way of a railroad •Shall be considered a single "project". G. The provisions of LIMJ°TS OF INSUR- ANCE (SECTION Ill) not otherwise modi- fied by this endorsement shall continue to apply as stipulated. Page 2 of 2 o The Travelers Companies, Inc. 2004 CG D3 21 01 04 li Policy #BA8L430908 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF B. BLANKET ADDITIONAL INSURED USE -INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS F. HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE -GLASS. PROI/JSIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy· period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th. day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 0 BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT J. PERSONALPROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contfact or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under s contract in an "employee's" name, with your CA T3 63 0216 @2015 The Traveleis Indemnity Company. All rights reserved. Page 1 of 4 Includes copyr1ghted material of Insurance Services Office, Inc. with Its permission. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF ___ _lJ_SE_~IN_CREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION Ill -PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered •auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. lf that "auto" is .f'. covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or ''loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager Of you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no-- lice of the "accident" or "loss". @BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by CAT3530215 @2015 The Travelera Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 11';:r. liiii COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph 8.2., Con- cealme!')t, Misreprese~tation, Or f'.raud, of SECTION IV -BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any infonnation given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 C 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. wtth Its permission. 4. Loss Payment -Physical Damage Cover- ages At our option, we may: a. Pay for, repair or replace damaged or sto- len property; b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property. 5. Transfer Of Rights Of Recovery Agah'°,-L Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Llberallzatlon If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee -Physlcal Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- COMMERCIAL AUTO son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this Coverage Form. 0 Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insur- ance. For any covered "auto" you don't own, the insurance provided by this Cov- erage Form is excess over any other col- lectible insurance. However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri- mary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. CA00011013 C> Insurance Services Office, Inc., 2011 Page 9 of 12 ~ TRAVELERs'r' ONB TOWD. SQUAJti HARTFORD, CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) -001 POLICY NUMBER: UB-9K623585 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) ~Jf We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 02. 000 % of the California workers' compensation pre- mium. Person or Organization ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGRBBD BY WRITTEN CONTRACT BXICUTID PRIOR TO LOSS TO F'IJRNISB THIS WAIVER Schedule Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otheiwise stated. (The Information below is required only when this endorsement Is Issued subsequent to preparation of the pollcy.) Endorsement Effective Insured Packet Fusion, Inc. Policy No. U B-9K623585 Endorsement No. Premium Insurance Company Travelers Property Casualty Company Countersigned by ___________ _ of America DATE OF ISSUE: ST ASSIGN: Page 1 of 1 C DATE (MM/DD/YYYY) ACOR," CERTIFICATE OF LIABILITY INSURANCE 2/28/2025 164�� 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). CONTACT PRODUCER NAME: Brianna OrChekOWS1Cl FAX Edgewood Partners Insurance Center PHONE A/C No: 0 P.O Box 2110 E- ADDIL Rancho Cordova CA 95670 RECEIVE® AREss: Brianna.orchekowski@epicbrokers.com PACKFUSI INSURED Inauncn o Packet Fusion Inc INSURERC: 4301 Hacienda Dr., Suite "FFICE OF THE CITY CLERK Pleasanton CA 94588 INSURERD: COVERAGES CERTIFICATE NUMBER:876407101 of Amer REVISION NUMBER: nni Inv DEITr)n THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVt: t3CE14 1000EU Iv Ii �� ••1"•'� _ _.. .. ._ 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. ADDL SUBR POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY ZLP71 M52139 3/7/2025 3/7/2026 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS -MADE Al OCCUR PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 rA PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- LOC PRODUCTS - COMP/OP AGG $ 2,000,000 A OTHER. AUTOMOBILE LIABILITY BA8L430908 3/7/2025 3/7/2026 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUPON049565 3/7/2025 3/7/2026 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 X NIA UB9K623585 3/7/2025 3/7/2026 X PER OTH- STATUTE i ER $ DED X RETENTIONS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE M OFFICER/MEMBER EXCLUDED? A E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) K yes, describe under DESCRIPTION OF OPERATIONS below Tech. Errors &Omissions Retro Date: 2/7/07 ZPL61 N71717 3/7/2025 3/7/2026 E.L. DISEASE - POLICY LIMIT Each Wrongful Act AggregatClaims-Made Retention Limit on $ 1,000,000 $2,000,000 00 $10,000 A DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: All Contracts/Written Agreements between the Certificate Holder and the Insured. Additional Insured(s): City of Palm Springs, its elected officials, officers, employees, agents, and volunteers. When required by written contract, additional insured status with primary coverage applies to General Liability and Automobile Liability and waiver of subrogation applies to General Liability, Automobile Liability and Workers' Compensation, all per the attached endorsements. CERTIFICATE HOLDER 1, ruY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Palm Springs 3200 E.Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs, CA 92262 > ` ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy No.: ZLP71M52139 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (Includes Products Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization The insurance provided to such additional insured is subject to the following provisions: a If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement This provision will not increase the limits of insurance described in Section III - Limits Of Insurance b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architec- tural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifica- tions; and (b) Supervisory, inspection, architec- tural or engineering activities (2) Any "bodily injury" or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period c The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and W The nature and location of any injury or damage arising out of the "occurrence" or offense (2) If a claim is made or "suit" is brought against the additional insured: (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive CG D2 46 04 19 0 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY written notice of the claim or such additional insured for a loss we "suit" as soon as practicable cover However, this condition does not affect whether the insurance (3) Immediately send us copies of all provided to such additional insured is legal papers received in connection primary to other insurance available with the claim or 'suit", cooperate to such additional insured which with us in the investigation or covers that person or organization as settlement of the claim or defense a named insured as described in against the "suit", and otherwise Paragraph 4,_ Other Insurance, of comply with all policy conditions Section IV Commercial General a (4) Tender the defense and indemnity of Liability Conditions any claim or "suit" to any provider of other insurance which would cover r m N X f0 LL Page 2 of 2 0 2018 The Travelers Indemnity Company. All rights reserved CG D2 46 04 19 Policy No.: ZLP71M52139 COMMERCIAL GENERAL LIABILITY F. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II —WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE. For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED — EMPLOYEES — SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - "employee" in the course of the co -"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II — WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II — WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. BLANKET ADDITIONAL INSURED — OWNERS, \J MANAGERS OR LESSORS OF PREMISES The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: CG D4 17 01 12 v 2012 The Travelers Indemnity Company All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises, or b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. 1 "'` BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- trart or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. OBLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you: (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products": (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which. after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 Of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission m COMMERCIAL GENERAL LIABILITY Coverage lender this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION 11 — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED — LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II — Who Is An Insured. O. MEDICAL PAYMENTS — INCREASED LIMITS The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract' in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract' in the DEFINITIONS Section is de- leted. 0. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section 11 — Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the 'occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an 'occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such 'occurrence" or offense must be given as soon as practicable only after the 'occurrence" or offense is known by: 7. Subject to 5. above, the Medical Expense (a) Any individual who is: Limit is the most we will pay under Coverage (i) A partner or member of any part- C for all medical expenses because of "bodily nership or joint venture: injury" sustained by any one person, and will be the higher of: (ii) A manager of any limited liability company: (a) $10,000; or CG D4 17 01 12 U 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; R that is your partner, joint venture member, manager or trustee: or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as oracticable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its S abrupt commencement, this Paragraph e. does not affect that requirement. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place, or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 Of 6 Cc� 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission COMMERCIAL GENERAL LIABILITY POLICY NUMBER: ZLP71M52139 However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e does not affect that requirement 3 Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b To sue us on this Coverage Part unless all of its terms have been fully complied with A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative 4 Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or 0 of this Coverage Part, our obligations are limited as described in Paragraphs a and b below As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (i i) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph 5 of Section III - Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4 of Section III - Limits of Insurance applies because the Amendment - Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part As used anywhere in this Coverage Part, other insurer means a provider of other insurance As used in Paragraph c below, insurer means a provider of insurance a Primary Insurance This insurance is primary except when Paragraph b below applies If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary Then, we will share with all that other insurance by the method described in Paragraph Cr below, except when Paragraph d below applies b Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4 of Section II - Who Is An Insured, except when Paragraph d below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5 of Section Page 16 of 23 ® 2017 The Travelers Indemnity Company. All rights reserved CG T1 00 02 19 Includes copyrighted material of Insurance Services Office Inc, with its permission, ME COMMERCIAL GENERAL LIABILITY II - Who Is An Insured, except when Paragraph d below applies (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part c Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first If any of the other insurance does not permit contribution by equal shares, we will contribute by limits Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers d Primary And Non —Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you 5. Premium Audit a We will compute all premiums for this Coverage Part in accordance with our rules and rates b Premium shown in this Coverage Part as advance premium is a deposit premium only At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured The due date for audit and retrospective premiums is the date shown as the due date on the bill If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured c The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request 6 Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations CG T1 00 02 19 ® 2017 The Travelers Indemnity Company All rights reserved Page 17 of 23 Includes copyrighted material of Insurance Services Office Inc with its permission. N LL POLICY NUMBER: ZLP-71M52139 COMMERCIAL GENERAL LIABILITY ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY TOTAL GENERAL AGGREGATE LIMIT DESIGNATED PROJECT& - GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Total General Aggregate Limit: $4, 000, 000 Designated Project(s)' Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed and executed by you before the "bodily injury" or "property damage" occurs. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. The Total General Aggregate Limit designated "project" shown in the stated in the Schedule above is the Schedule above: most we will pay for the sum of all: 1. A separate Designated Project Gen- 1. Medical Expenses under COVERAGE C eral Aggregate Limit applies to each designated "project", and that limit (SECTION 1); is equal to the amount of the Gen- t. Damages under COVERAGE A (SEC- eral Aggregate Limit shown in the TION 1), except damages because of Declarations. "bodily injury" or "property damage" included in the "products -completed 2. Subject to the Total General Aggre- operations hazard"; and gate Limit stated in the Schedule above, the Designated Project Gen- 3. Damages under COVERAGE B (SEC- eral Aggregate Limit is the most we TION 1) will pay for the sum of all damages regardless of the number of: under COVERAGE A, except damages "prop- because of "bodily injury" or a. Insureds; erty damage" included in the "prod- b. Claims made or "suits" brought; ucts-completed operations hazard", c. Persons or organizations making and for medical expenses under COV- ERAGE C regardless of the number claims or bringing "suits"; or of: d. Designated "projects" listed in the a. Insureds; SCHEDULE above. b. Claims made or "suits" brought; B. For all sums which the insured becomes or legally obligated to pay as damages caused by "occurrences" under COVER- c. Persons or organizations making AGE A (SECTION 1), and for all medical claims or bringing "suits". expenses caused by accidents under 3. Any payments made under COVER - COVERAGE C (SECTION 1), which can be AGE A for damages or under COV- attributed only to operations at a single ERAGE C for medical expenses shall CG D3 21 01 04 © The Travelers Companies, Inc. 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY C. reduce both the Total General Aggre- gate Limit stated in the Schedule above, and the Designated Project General Aggregate Limit for that des- ignated "project". Such payments shall not reduce the General Aggre- gate Limit shown in the Declarations nor shall they reduce any other Des- ignated Project General Aggregate Limit for any other designated "pro- ject" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the Gen- eral Aggregate Limit shown in the Declarations, such limits will be sub- ject to both the Total General Ag- gregate Limit stated in the Schedule above, and the applicable Designated Project Genera► Aggregate Limit. For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under COVER- AGE A (SECTION 1), and for all medical expenses caused by accidents under COVERAGE C (SECTION 1), which cannot be attributed only to operations at a single designated "project" shown in the Schedule above: 1. Any payments made under COVER- AGE A for damages or under COV- ERAGE C for medical expenses shall reduce the amount available under the Total General Aggregate Limit stated in the Schedule above and the General Aggregate Limit, or the Products -Completed Operations Ag- gregate Limit, whichever is applica- ble; and 2. Such payments shall not reduce any Designated Project General Aggregate Limit. As respects this Provision C., the limits shown in the Declarations for Each Oc- currence, Damage To Premises Rented To You and Medical Expense continue to apply. D. Part 2. of SECTION III — LIMITS OF INSUR— ANCE is deleted and replaced by the fol- lowing: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage B; and b. Damages from "occurrences" un- der COVERAGE A (SECTION 1) and for all medical expenses caused by accidents under COVERAGE C (SECTION 1) which cannot be at- tributed only to operations at a single designated "project" shown in the SCHEDULE above. E. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Op- erations Aggregate Limit, and not reduce the Total General Aggregate Limit stated in the Schedule above, the General Ag- gregate Limit, or the Designated Project General Aggregate Limit. F. For the purposes of this endorsement the Definitions Section is amended by the addition of the following definition: "Project" means an area away from premises owned by or rented to you at which you are performing operations pursuant to a contract or agreement. For the purposes of determining the applica- ble aggregate limit of insurance, each "project" that includes premises involv- ing the same or connecting lots, or premises whose connection is inter- rupted only by a street, roadway, wa- terway or right-of-way of a railroad shall be considered a single "project". G. The provisions of LIMITS OF INSUR- ANCE (SECTION III) not otherwise modi- fied by this endorsement shall continue to apply as stipulated. Page 2 of 2 © The Travelers Companies, Inc. 2004 CG D3 21 01 04 Policy #BA8L430908 COMMERCIAL AUTO s THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 06 COMMERCIAL AUTO You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of 'loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: The following is added to Paragraph A.4., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for 'loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or "loss", provided that the "accident" or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. a LL 7 C r rn Page 4 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. It COMMERCIAL AUTO 4. Loss Payment — Physical Damage Cover- ages At our option, we may: a. Pay for, repair or replace damaged or sto- len property; b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this Coverage Form. C5. Other Insurance a. For any covered "auto" you own, this 66 Coverage Form provides primary insur- ance. For any covered "auto" you don't own, the insurance provided by this Cov- erage Form is excess over any other col- lectible insurance. However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri- mary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. CA 00 01 10 13 0 Insurance Services Office, Inc., 2011 Page 9 of 12 AI ► WORKERS COMPENSATION TRAVELERS J AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD, CT 06183 ENDORSEMENT WC 99 03 76 ( A) — 001 POLICY NUMBER: U13-91<623585 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 02.000 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Packet Fusion, Inc. Policy No. 1-113-91<623585 Insurance Company Travelers Property Casualty Company Countersigned by Endorsement No. Premium of America DATE OF ISSUE: ST ASSIGN: Page 1 of 1 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) Mitel Phone System Support Amendment #1 Packet Fusion, Inc. Kasey Nelson knelson@packetfusion.com Amendment #1 adding Mitel Licenses and Brightmetrics Renewal $15,000 + $8,176.99 + $1,990 = $25,166.99 1 Year: 9/25/24 - 9/24/25 N/A Eric Wilson: EWilson@packetfusion.com Sarah Ashley: SAshley@packetfusion.com Information Technology Larry Klingaman N/A 24I200 #1 Yes Yes Yes Department - No 10/15/24 Rene Sanchez Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 1 of 9 Revised: 10.31.23 AMENDMENT NO. 1 TO THE MITEL PHONE SYSTEM SUPPORT (24I200) BETWEEN THE CITY PALM SPRINGS AND PACKET FUSION, INC. 1. Parties and Date. This Amendment No. 1 to the Mitel Phone System Support Agreement is made and entered into as of this 10th day of October, 2024, by and between the City of Palm Springs (“City”) and Packet Fusion, Inc., a California Corporation with its principal place of business at 4305 Hacienda Drive, Suite 440, Pleasanton, CA 94588 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “Mitel Phone System Support” dated 8/21/2024 (“Agreement”) for the purpose of retaining the services of Contractor to provide Mitel phone system support services for an amount of $15,000.00 and a term of 8/23/24 to 8/22/25. 2.3 Amendment. The City and Contractor desire to amend the Agreement to purchase additional licenses, revise scope of services, and add additional compensation. 2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to the preamble of the Agreement. 3. Terms. 3.1 III. Length of Support (“Term”). Exhibit 1 of the Agreement is hereby amended to purchase additional Mitel licenses, extend scope of services to include Brightmetrics renewal, and add $10,166.99 of compensation: “Exhibit D & E are attached hereto and incorporated herein by reference for a new not to exceed value of $25,166.99.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 2 of 9 Revised: 10.31.23 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 3 of 9 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PACKET FUSION, INC. 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: 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: D1F4DA4B-1356-4F38-B469-DD6840F16B71 10/16/2024 10/16/2024 10/17/2024 Page 4 of 9 Revised: 10.31.23 Exhibit D: Additional Mitel Licenses co-termed to expire 9/24/25 Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 5 of 9 Revised: 10.31.23 Exhibit E: Brightmetrics Renewal co-termed to expire on 9/24/25 Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 6 of 9 Revised: 10.31.23 Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 7 of 9 Revised: 10.31.23 Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 8 of 9 Revised: 10.31.23 Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 Page 9 of 9 Revised: 10.31.23 Docusign Envelope ID: D1F4DA4B-1356-4F38-B469-DD6840F16B71 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) Mitel Phone System Support Packet Fusion Inc. Kasey Nelson knelson@packetfusion.com Mitel Phone System Support $15,000 1 Year: 8/23/24 - 8/22/25 Eric Wilson: Ewilson@packetfusion.com Sarah Ashley: sashley@packetfusion.com Information Technology Larry Klingaman 24I200 Yes Yes Pending Department - No 3 Quotes 8/19/2024 Rene Sanchez Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 PACKET FUSION, INC. MASTER SERVICES AGREEMENT This Master Services Agreement (the “Agreement” or “MSA”) sets forth terms under which Packet Fusion, Inc., a California corporation (“Company”, “Contractor”, “Licensor” “Managed Service Provider” or “PFI”) shall provide services to City of Palm Springs, a California municipal corporation and charter city (“Customer”). This Agreement is effective as of the date of signing by both parties (the “Effective Date”) and will remain in effect for all future orders or purchases of equipment, licenses, services, software, subscriptions, and support. Capitalized terms shall have the meanings defined in the Agreement. In consideration of the mutual promises and obligations in the Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows. 1. SUPPORT AND PROFESSIONAL SERVICES 1.1. Support Services. The Customer may elect to have Company provide on-going Support Services for either their premise-based systems or their cloud-based solutions. 1.1.1. Premise Solutions. If Customer elects to engage Company for premise-based Support Services, the Company shall provide such Support Services as described more fully on one or more Support Services Addendums signed by Company and Customer which are incorporated herein by reference to this Agreement (“SSA” or “Support Services Addendum”). Such Addendum(s) shall be included as part of Exhibit 1 of this Agreement. 1.1.2. Cloud Solutions. If Customer elects to engage Company for cloud-based Support Services, the Company, in conjunction with the cloud service provider, shall provide Support Services more fully described on one or more Support Services Addendums signed by Company and Customer which are incorporated herein by reference to this Agreement. Such Addendum(s) shall be included as part of Exhibit 1 of this Agreement. 1.2. Professional Services. Company may provide implementation, installation and various other professional services to the Customer from time to time as described on one or more Statements of Work signed by Company and Customer which are incorporated herein by reference to this Agreement (“SOW” or “Statement of Work”). Company shall perform any such Services set forth in any SOW in a prompt and professional manner. Customer shall assist Company by promptly providing all information requests known or available and relevant to the Services set forth in each SOW. Each such SOW shall be included as part of Exhibit 2 of this Agreement. 1.3. Equipment, License and Software Purchases. Title to any equipment, license or software purchases shall pass to customer upon the date that the equipment, license or software is delivered to the Customer designated site, subject to the rights of PFI in the following paragraph. 1.4. Delivery and Installation. All risk of loss passes to Customer upon delivery of equipment to the installation site. The equipment delivery date shall be at a time to be mutually agreed upon by the parties. PFI will install the equipment. Customer will be responsible for a suitable place for installing the equipment, all electrical outlets, power hook-ups, related carpenter work as specified by PFI, and an equipment area acclimatized to computer requirements in terms of temperature. 2. INVOICING AND PAYMENT 2.1. Unless otherwise stated in any SOW, product sale or services order, Customer will pay all undisputed invoices within thirty (30) days of the date of the applicable invoice by check, ACH or wire transfer. All payments are non-refundable and PFI will charge an administrative fee for returned checks. 2.2. Fees and other amounts due shall be set forth in each product or services order or SOW (“Fees”). Unless otherwise stated in a product or services order, SOW or this Agreement: (a) all Fees quoted are payable in the currency set forth in the applicable order or SOW, and (b) Customer will be invoiced for the Fees as set forth in order or SOW. 2.3. All Fees and quoted prices are exclusive of applicable regulatory charges and state and local taxes. All taxes that are the responsibility of Customer shall be paid by Customer. Company will invoice PFI MSA Page 1 of 9 Rev. 8.01.2023 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Customer for sales taxes and Customer agrees either to pay Company amounts covering such taxes (as determined by tax authorities) or to provide evidence necessary to sustain an exemption therefrom. 2.4. Customer will reimburse all pre-approved travel and other expenses incurred by Company in connection with the delivered services pursuant to this Agreement, any related Support Services Addendum or any applicable SOW. Notwithstanding the foregoing, no payment for pre-approved travel and other expenses incurred by Company shall be made by Customer until said expenses have been presented to Customer in advance, and Customer has authorized said expenses in writing. 2.5. If Customer in good faith disputes the amount of any invoice, Customer will timely pay the undisputed amount and will notify PFI in writing of the disputed amount no later than the date payment would otherwise be due, providing the reasons for the dispute. The parties will attempt in good faith to resolve the dispute within thirty (30) days after PFI’s receipt of Customer’s notice of dispute (the “Resolution Period”), during which time Customer’s withholding of the disputed amount will not be considered a material breach of this Agreement. Upon resolution of the dispute, Customer will pay the resolved amount promptly but, in any case, within ten (10) days of mutual written agreement resolving the dispute. If the dispute is not resolved within the thirty-day (30) Resolution Period, then each party will be entitled to pursue all available remedies afforded by law. 3. FEES 3.1. Support Services Fees. PFI shall invoice Customer for the Support Services Fees set forth in each support services order issued pursuant to the applicable Support Services Addendum. 3.1.1. Additional Work. When Customer requests services outside the scope of the applicable Support Services Addendum, Company will utilize its commercially reasonable best efforts to provide such services such as moves, adds or changes in a timely manner at the Company’s time and materials rates (“T&M Rates”). Such work performed hereunder shall be invoiced upon completion. 3.1.2. Changes to Premise Configuration. Changes in station quantities, port counts, equipment specifications, attachments or features may result in an adjustment of the Support Services original fee amount. Such adjustments will occur at the time of each renewal and will require notification sent from Company to Customer, at which time Customer may elect, in its sole discretion, to cancel the applicable SSA per Section 6.3 of this MSA. 3.2. Time & Materials Work. At Customer’s request and pursuant to a written quote or work order, Company shall perform services and provide materials, subject to their availability, to complete such work request on a time and materials basis with payment due upon satisfactory completion. 3.3. Tangible and Intangible Product Fees. At Customer’s request and pursuant to a written quote or sales order, Company shall provide equipment, licenses, software or software subscriptions, subject to their availability. Upon delivery to the Customer designated site, the Company will invoice and payment will be due for such invoice. 3.4. Professional Services Fees. Customer shall pay Company the amount set forth in each SOW or corresponding services order for any agreed upon Professional Services to include implementation services, installation services, system enhancement services or other requested services. Each Professional Service Fee may also cover hardware, software, licenses which are described in such SOW, sales quote or services order. 3.5. Sales and Services Quotes. All product and services quotes issued from time to time by the Company to the Customer as set forth in the sections above shall be incorporated by reference to this Agreement and shall be included as part of Exhibit 3 of this Agreement. 4. WARRANTIES; DISCLAIMERS 4.1. Company warrants that the (i) Professional Services and (ii) Maintenance and Support will be performed in a professional and workmanlike manner and in accordance with applicable requirements of the Master Services Agreement. 4.2. Customer’s sole and exclusive remedy for breach of the warranties set forth in this section shall be for Company to re-perform non-conforming services or to correct errors. Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 4.3. Customer indemnifies and holds harmless Company for any claims, actions, expenses, losses, damages, or liabilities arising from allegations that the Equipment was used for illegal monitoring of calls or other illegal activities. Notwithstanding the foregoing, this indemnification obligation shall not extend to claims, actions, expenses, losses, damages, or liabilities arising from or related to Company’s negligent acts or intentional misconduct. 4.4. Company shall not be liable for any loss, cost, expense, or damages resulting from unauthorized calls made using the Equipment, or other fraudulent activities from Equipment, except where the unauthorized calls or other fraudulent activities are from or attributable to Company, its officers, employees, agents or representatives, including its subcontractors. 4.5. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS MSA or SSA, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, OR ITS CONDITION, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER. 4.6. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” ‘WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PACKET FUSION MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE ANY CLOUD SERVICE WILL BE UNINTERRUPTED, TIMELY, COMPLETE, OR ERROR-FREE. The Company technology and third-party technology may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. 4.7. Where Company acts as a reseller of third-party technology, Company represents and warrants that any third-party technology provider has authorized Company to grant licenses or sublicenses to use their products, including but not limited to the third-party technology, for use in Company’s performance of the solution and Customer’s use in connection therewith. 5. LIMITATION OF LIABILITY 5.1. Neither party shall be liable for any special, indirect, incidental or consequential damages or for loss, damage, or expense directly or indirectly arising from customer’s use of or inability to use the equipment either separately or in combination with other equipment, or for personal injury or loss or destruction of other property. 5.2. Customer and Company indemnifies and holds each party harmless for any claims, actions, expenses, losses, damages, or liabilities for any property damage or bodily injury (including death) arising in connection with this Agreement or the Support Services provided under this Agreement, except to the extent that any such property damage or bodily injury results from the negligence or willful misconduct of each party, its officers, employees, agents including subcontractor or for claims, damages or injuries by Company’s employees covered under California’s workers’ compensation statutes. 5.3. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS RELATED PARTIES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS RELATED PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE DAMAGES OF ANY CHARACTER, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF BUSINESS OR GOOD WILL, WORK STOPPAGE, LOST PROFITS, REVENUE, DATA OR USE, COMPUTER FAILURE OR MALFUNCTION AND TELECOMMUNICATIONS CHARGES FROM UNAUTHORIZED ACCESS), COVER DAMAGES , OR OTHER SIMILAR DAMAGES REGARDLESS OF THE LEGAL THEORY ASSERTED, WHETHER IN CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY OR ANY OF ITS RELATED PARTIES (AND IN THE CASE OF MITEL, ITS LICENSORS OR SERVICE PROVIDERS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN AGREED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS HELD UNENFORCEABLE FOR ANY OTHER REASON. Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 5.4. THIS LIMITATION OF LIABILITY SHALL NOT OPERATE SO AS TO: (I) REDUCE ANY AMOUNTS DUE AS FEES; (II) LIMIT LIABILITY ARISING IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS; OR (III) LIMIT LIABILITY FINALLY DETERMINED TO HAVE RESULTED FROM A PARTY’S GROSS NEGLIGENCE OR WILFULL MISCONDUCT. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT THE LIMITATION WILL BE THE MINIMUM AMOUNT REQUIRED BY LAW). 6. GENERAL 6.1. Confidentiality. During the course of providing Support Services, Professional Services and other products or services hereunder, Company may have access to confidential and proprietary information and materials of Customer (“Confidential Information”). Confidential Information includes and is not limited to, information related to past, present or future research, development or business affairs, any proprietary products, software, materials or methodologies, trade secrets or any other information which provides Company with a competitive advantage. Confidential Information shall be used by Company only in conjunction with the provision or performance of Support Services and other services and products hereunder and shall not be disclosed to any third party. No rights or licenses under patents, trademarks or copyrights are granted or implied by any disclosure of Confidential Information. Upon Customer’s request or completion or termination of this Agreement, Company shall return all Confidential Information to Customer. Company shall only disclose Customer Confidential Information to subcontractors, employees, officers, directors or affiliates (collectively, “Affiliated Persons”) who have a need to know such Customer Confidential Information in order to perform or provide the Support Services or other products or services for Customer related to Customer's systems, provided that such Affiliated Persons are subject to written confidentiality obligations with Company protecting Customer’s Confidential Information. 6.2. Independent Contractors. Neither party is an employee, agent or representative of the other party. Neither party shall have any right, power, or authority to enter into any agreement for or on behalf of the other party, or to incur any obligation or liability or otherwise bind the other party. This agreement does not create an association, joint venture, or partnership between the parties nor imposes any partnership liability upon either party. 6.3. Cancellation. Customer or Company may cancel this Agreement for any reason at any time upon providing the other Party thirty (30) days advance written notice of intent to terminate this Agreement. 6.4. Default. Upon and during a Customer Default as defined in this subsection, Company in its reasonable discretion may suspend Support Services and other services it provides under this Agreement, and/or bill for Support Services at then-applicable T&M Rates for such services performed, and/or suspend all credit and perform on a cash-only basis, and/or pursue any other legal or equitable remedies available. 6.4.1. A “Customer Default” includes: 6.4.1.1. Customer’s failure to meet any undisputed payment obligation under this Agreement or any other agreement between Company and Customer, which failure continues for ten (10) business days after date of written notice of such failure, or 6.4.1.2. Customer’s failure to perform any other material condition or material obligation under this Agreement or any other agreement between Company and Customer, which failure continues for thirty (30) days after date of written notice specifying the nature of such failure and Customer then fails to continue to diligently cure such failure. If Company terminates this Agreement under this subsection, Customer shall be liable for any and all outstanding charges up to the date of termination. 6.5. Force Majeure. Neither party shall be liable or otherwise responsible for any nonperformance or delay in performance of any of obligations under this Agreement during any period in which performance is prevented or hindered by any Force Majeure event, including by way of example but without limitation, lightning strike and any other acts of God, fire, flood and other severe catastrophic weather conditions, pandemic, war, embargo, union strikes, explosions or riots. PFI MSA Page 4 of 9 Rev. 8.01.2023 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 6.6. Cost of Collection. Customer shall be liable for any reasonable expenses incurred by Company in collecting any amount due under this Agreement and any Orders, or in enforcing any obligation under this Agreement or any Orders, including without limitation collection agency costs. 6.7. Insurance. Company will maintain appropriate and adequate commercial insurance for its operations, which must be provided to and approved by the City in writing prior to the start of any work or provision of any services under this Agreement. 6.8. Assignment and Subcontracting. This Agreement, including any order entered into hereunder, is assignable by either party with the other party’s prior written consent, which consent shall not be unreasonably withheld. Either party may assign this Agreement and orders entered hereunder, in whole or in part, to an affiliate, subsidiary, joint venture, or third party into which said party is merged or which acquires substantially all of a party’s assets or control of said party. Company may freely subcontract any or all of the work hereunder, provided that Company shall retain responsibility for the work subcontracted, as if Company was performing the work directly. 6.9. Notices; Party Representatives. All notices, demands or other writings to be made, given or sent hereunder or which may be so given or made or sent by Customer or Company to the other shall be deemed to have been given in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses: If to Company: Packet Fusion, Inc. 4305 Hacienda Drive, Suite 440 Pleasanton, CA. 94588 ATTN: Legal If to Customer: City of Palm Springs 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 ATTN: Legal 6.10. Authority. Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. 6.11. Disputes. Any controversy, dispute or claim arising out of, or relating to, the interpretation of this Agreement shall be first subject to a thirty (30) day negotiation period between the parties in which each party shall disclose to the other all non-confidential documents, facts, statements and any other relevant information which may have any bearing on this dispute. Should such negotiations fail to resolve the dispute, each party will be entitled to pursue all available remedies afforded to them by law. 6.12. Governing Law; Entire Agreement. This Agreement, will be governed by the laws of the state of the State of California, constitutes the entire Agreement between the parties and supersedes all prior oral and written proposals and communications. This Agreement takes precedence over the language of any implementing Customer purchase order or similar document. No modification to this Agreement is effective unless in writing and signed by both parties. 6.13. Severability. If any provision of this Agreement is found to be illegal or unenforceable, then such provision shall be modified to the minimum extent necessary, in conformance with the intention of the Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 parties, to cure such invalidity or unenforceability, and the remaining provisions shall continue in full force and effect. 6.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Signatures of parties on copies transmitted by facsimile or electronic signature shall be considered as signed original documents. 6.15. Construction; Section Headings. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor or against either party, and that any ambiguity shall not be interpreted against the drafting party. The section headings in this Agreement have been inserted merely for convenience, are not a part of this Agreement, and shall not affect the rights and obligations of the parties or the meaning of the language in this Agreement. 6.16. Survival. Sections 4-6 shall survive the expiration or termination of this Agreement Packet Fusion, Inc. By: ______________________________________________ Name: ___________________________________________ Title: ____________________________________________ Date: ____________________________________________ City of Palm Springs By: _____________________________________________ Name: ___________________________________________ Title: ____________________________________________ Date: ____________________________________________ PFI MSA Page 6 of 9 Rev. 8.01.2023 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 EXHIBIT 1 SUPPORT SERVICES ADDENDUM Exhibit 1 is comprised of all Support Services Addendums agreed to by the parties pursuant to this MSA. PFI MSA Page 7 of 9 Rev. 8.01.2023 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 EXHIBIT 2 STATEMENT OF WORK Exhibit 2 is comprised of all SOWs agreed to by the parties pursuant to this MSA. PFI MSA Page 8 of 9 Rev. 8.01.2023 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 EXHIBIT 3 SALES & SERVICES QUOTES Exhibit 3 is comprised of all Quotes agreed to by the parties pursuant to this MSA. PFI MSA Page 9 of 9 Rev. 8.01.2023 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 PFI SSA - STANDARD Page 1 of 4 Rev. 8.01.2023 SUPPORT SERVICES ADDENDUM STANDARD OFFERING - MITEL PREMISE This Support Services Addendum or SSA is hereby entered into pursuant to the Master Services Agreement by and between Packet Fusion, Inc., and City of Palm Springs. This SSA will encompass the Support Services to be provided along with each party’s performance obligations for such Support Services. I. Support Services General. A. Customer designates Company as its sole and exclusive service agent for Support Services for the covered equipment and software (“Equipment” or “Software”), including any improved features and models of such product purchased from Company and listed in Exhibit B of each Support Quote and related renewal term. B. Support Services will be performed for the Equipment and Software at the locations (“Customer Locations”) designated in Exhibit C of each Support Quote and related renewal term. C. Attached Appendixes i. Appendix A, “Outages Classifications” II. Support Offering. A. Support Services shall be provided upon request by Customer to restore malfunctioning Equipment and/or Software to proper working order. B. Standard hours of coverage are 7:00 a.m. to 5:00 p.m. PST with after hours on call services to be provided for emergency issues 24 hours a day, 7 days a week and 365 days a year. C. Priority response to Customer requests for support and/or other service work. D. Includes remote labor for one (1) voluntary system upgrade per year. i. If an upgrade is required due to a system service affecting situation, no labor is charged for the upgrade and such upgrade does not count towards the one (1) included voluntary upgrade. ii. If an upgrade requires on-site assistance due to system service affecting problems that resulted from an upgrade, there is no charge for on-site labor. E. Includes Customer preferred labor rates defined in Exhibit A of each Support Quote. i. Preferred Hourly Time and Material Billing Rates cover labor which falls outside the scope of Support Services set forth in Sections II A. and D. of this Addendum. Out of scope Support Services include but are not limited to moves, adds, and changes (“MAC”), system Software upgrades other than the annual upgrade, server migrations and non-system software upgrades. ii. Non-support related services which are 30 minutes or less in duration shall not be billed. F. Proactive Full-Time Monitoring i. Proactive monitoring (Kaseya) will be provided at Customer’s request by Company on a 24/7/365 basis. ii. All alarms from the Mitel communication system will be sent to our Network Operations Center (NOC) and treated in the following manner: 1. Company will attempt to fix the problem remotely and then notify Customer of the outcome. 2. If the problem is not resolved remotely, Customer will be notified in order for Company and Customer mutually agreeing to dispatch an engineer to Customer site to work to resolve the problem. G. With respect to response times for all Equipment and Software outages (defined in Appendix A, “Service Outage Classifications”), Company will use its best efforts to respond to Customer request for service within the response times set forth in Appendix A. Response time is based on time of receipt of Customer’s acknowledged request for service. H. With respect to on-site response times for Service Outages classified as a Priority P1 failure as defined in Appendix A, Company’s policy is to respond, if needed, on-site to Customer’s request for service within 4 hours of receipt of Customer’s telephone request for service. Note, any on-site labor performed for major malfunctions is covered in this agreement and provided free of charge to the Customer. III. Services Excluded by this Support Addendum. Support does not include any labor or material costs for or necessitated by any of the following: A. Items not explicitly listed in Exhibit B – Schedule of Equipment & Software of the Support Quote are specifically excluded from maintenance and support services. B. Support Services do not include support for hardware, equipment or third-party software and do not include support for issues arising from use of PFI’s Software in combination with hardware, equipment or third-party software not certified by PFI or the manufacturer for use with Customer’s Software. C. Labor and material costs of any moves, additions, changes, and removals of or to the Equipment and Software. D. Negligent or willful acts of Customer or any third party. Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 PFI SSA - STANDARD Page 2 of 4 Rev. 8.01.2023 E. Accidents or casualty including without limitation fire, lightning, flood, earthquake, acts of God, war, riot, natural disaster damage, neglect, misuse, or any other use outside the manner described in the Equipment and Software specifications and/or specified in writing by Company. F. An act or event occurring external to the Equipment or Software which directly or indirectly causes a failure or malfunction in the Equipment or Software, including without limitation, failures or malfunctions of trunk lines or toll lines, cables, or other equipment connecting the Equipment to the telecommunications system of the operating telephone utility, abnormal environmental conditions (e.g. water inundation), or power fluctuations or failures which adversely affect the Equipment. G. Repair, maintenance, or increase in normal service time resulting from Customer’s failure to provide a commercially reasonable Equipment environment as required in the Equipment specifications, or any other failure of Customer to fully perform its responsibilities under this SSA. H. Any other acts or events that may adversely affect the Equipment or Software’s performance, occasioned by acts of Customer or any third party, or a third party’s use of the Equipment in combination with any other apparatus, device, or other system not supplied or approved for such use by Company. I. Any other service not required to keep the equipment in good operating condition for normal use including administrator, operator, and station user training. J. Diagnosing Customer’s Telecommunication services/ WAN / LAN / VPN in conjunction with phone system outages including individual Remote VOIP Phones. IV. Conditions. A. Company’s Responsibility: Company’s responsibility with respect to the Support Services shall be limited to either (i) Customer’s side of interconnect devices connecting the Equipment to the telephone system operated by the local telephone utility, or (ii) if no such interconnect devices exist, Customer’s side of the point of connection between the Equipment and said local telephone system. B. Remote Access: Customer will enable PFI to access Customer’s Software remotely via Internet connection for support purposes by providing an Internet connection and assisting PFI with remote connection as reasonably requested by PFI. C. Customer Contacts: Customer will designate at least one contact person per Customer work-shift and a backup in his or her absence (each a “Customer Contact”). Customer will identify the Customer Contacts to PFI upon execution of this Agreement and will notify PFI immediately of any change in the Customer Contacts. The Customer Contacts will request support and report all performance problems relating to Customer’s equipment or software to PFI online, by telephone, or via e-mail. The Customer Contacts will act as a single point of contact between Customer and PFI with respect to all Support Services communications. The Support Services may be delayed or not available if the Customer Contacts do not assist PFI as reasonably requested or if PFI performance is otherwise delayed or prevented by Customer. D. Equipment and Software: Equipment and Software covered by this SSA shall be in good and maintainable operating condition as of the commencement date. Equipment (other than equipment newly purchased from the Company), is subject to commercially reasonable inspection by the Company in order to determine that such Equipment is in good and maintainable operating condition. Work determined necessary to bring such Equipment into good and maintainable condition must be completed prior to commencement of Support Services. T&M Work performed to upgrade the Equipment and Software into good and maintainable condition may be invoiced separately. At Customer’s sole election, the Company shall perform any such necessary work at prevailing Company’s T&M Rates. E. Documentation and Record Access: All relevant documentation and records needed to perform the Support Services on the Equipment, which may include information relating to the equipment, cable plant and relevant software shall be made available to Company for inspection prior to the commencement of Support Services. Work determined to be necessary to bring such records into good and usable condition must be completed prior to the commencement of Support Services under this SSA. At Customer’s sole election, the Company shall perform any such necessary work at the prevailing Company’s T&M Rates. F. Physical Access: Customer shall ensure that Company personnel have reasonable and immediate access to the equipment upon the arrival by Company personnel at Customer’s site provided Company has provided Customer with sufficient advance written notice of start time, arrival time and completion times. Company will provide Customer with designated points of contact and make all arrangements for its support personnel to receive such notification. Customer shall make available to Company, at no charge, the use of any Customer owned/controlled Equipment, attachments, or features which are not covered under this SSA, but which are necessary for the performance of Support Services on the Equipment covered by this SSA. G. Unauthorized Work: Other than qualified employees of Customer, any Support Services performed on the Equipment by others without Company’s written consent, may entitle Company to increase the charges for the Support Services hereunder to adjust for any increased costs resulting therefrom. In addition, if as a result, further Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 PFI SSA - STANDARD Page 3 of 4 Rev. 8.01.2023 repairs are required by Company to restore the Equipment to good and maintainable operating conditions, such repairs will be billed at Company’s T&M Rates. H. Security and Data: Customer is solely responsible for instituting and maintaining security safeguards to protect Customer’s systems and data. I. Toll Fraud: Company will strictly adhere to the manufacturer’s specifications to secure the Equipment to prevent toll fraud. In no way is the Company liable for any toll fraud that may occur. Initialed and Acknowledged: Initialed and Acknowledged: Packet Fusion, Inc. _________________ City of Palm Springs _______________ (Company) (Customer) Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 PFI SSA - STANDARD Page 4 of 4 Rev. 8.01.2023 Appendix A Service Outage Classifications Priority Definition Response Time Target Resolution Time P1 Emergency issue impacting an entire site or customer’s business is severely affected. • System Down • Loss of Voice Mail • Call Processing has ceased *RCA Documented and shared upon request. Immediate (Within 15 Mins) 1 Hour P2 Urgent issue impacting peripheral application or an escalated service or call quality issue impacting an individual person. • Loss of call capability of 25% or more • System degradation of 25% or more • Less than 25% system outage *RCA documented and shared upon request. 4 Hours 2 business days P3 Standard issues not impacting the ability to make or receive phone calls. • Intermittent call quality issues • Static on lines • Peripheral Applications - Equipment Malfunctioning • All other issues not covered in P1/2). 24 Hours 1 business week Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PACKET FUSION, INC. 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: 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: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 8/21/2024 8/21/2024 8/21/2024 Page 1 of 5 Version 20220501 SUPPORT QUOTE City of Palm Springs ATTN: 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 I. This Support Quote is based on the hardware and software configuration set forth in Exhibit B – Schedule of Equipment (“Equipment”), including any improved features and models of such equipment purchased from Packet Fusion during any support term for all locations set forth in Exhibit C – Customer Locations. II. Hourly Time and Material Billing Rates (“T&M Rates”) for the support Term are set forth in Exhibit A of this Support Quote. III.Length of Support (“Term”) – Special support term length listed in the customer reference below. Quote Number: QUO-04699-N6N6S8 Effective Start Date: 23 August 2024 Support Type and Term Options Term Length Support - No Phone Coverage Term Length With Optional Phone Coverage Discount End Date Special Term $ 15,000.00 Special Term $ 0.00 0%22 August 2025 Amount selected will be due in full upon invoicing by Packet Fusion Please select your support type and term from the table above, using the drop-down menu Quote Expires: 22 August 2024 IMPORTANT: After the renewal date, if not fully executed, Mitel’s Corporate Policy imposes a reinstatement fee beginning at 40% of the contract value. Depending on the amount of time lapse from renewal date, the fee increases to a maximum of 100% at month 8. Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Page 2 of 5 Version 20220501 Customer Purchase Orders referencing the Quote # and Contract Amount are acceptable in lieu of a Customer Signature. Invoices are due net 30 from the date of invoice from Packet Fusion, Inc. Make checks payable to Packet Fusion, Inc., PO Box 888055, Los Angeles, CA 90088-8055 Customer Reference City of Palm Springs - Mitel Budgetary Support Quote 1 year phone system support - no phone replacement coverage. 1 year term 08/23/2024 - 08/22/2025 Accepted: City of Palm Springs Name: Date: Title: PO Number: Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Page 3 of 5 Version 20220501 Exhibit A Hourly Time and Material Billing Rates (“T&M Rates”) Hourly Rates •Level 1 Support Customers (Standard)$165.00 an hour •Level 2 Support Customers (No MFR Support) $165.00 an hour •Level 3 Support Customers (No PFI Labor) $185.00 an hour (1 Hour Minimum) •Non-Support Customers $400.00 an hour (Remote Service Only, 2 Hour Minimum) Overtime Hourly Rates •Level 1 Support Customers (Standard)$247.50 an hour •Level 2 Support Customers (No MFR Support) $247.50 an hour •Level 3 Support Customers (No PFI Labor) $277.50 an hour (1 Hour Minimum) •Non-Support Customers $600.00 an hour (Remote Service Only, 2 Hour Minimum) Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Page 4 of 5 Version 20220501 City of Palm Springs - Mitel Budgetary Support Quote 1 year phone system support - no phone replacement coverage. 1 year term 08/23/2024 - 08/22/2025 Exhibit B Schedule of Equipment & Software (“Equipment” or “Software”) Product QTY Product QTY Primary Support without Phone Coverage will include: If optional Phone Coverage is selected, the following will also be covered: Extension & Mailbox license 440 Extension Only license 83 LIC BUNDLE, ADV APP ESSENTIALS ONSITE 336 LICENSE BUNDLE, ESSENTIALS ONSITE 335 LICENSE BUNDLE, ESSENTIALS ONSITE*1 LICENSE BUNDLE, VIRTUAL SIP TRUNK QTY 50 2 LICENSE BUNDLE, VIRTUAL SIP TRUNK QTY 50*2 LICENSE, ADDITIONAL SITE 13 LICENSE, COURTESY ONSITE 83 LICENSE, COURTESY ONSITE*40 LICENSE, EMERGENCY NOTIFICATION, 6 OR MORE 1 LICENSE, INGATE SOFTWARE SIPARATOR, INCL 50 SI 1 LICENSE, MAILBOX ONLY 31 LICENSE, SIP DEVICE 14 LICENSE, TELEPHONY ONSITE 105 LICENSE, TELEPHONY ONSITE*40 LICENSE, VIRTUAL SIP TRUNK QTY 1 150 LICENSE, VIRTUAL SIP TRUNK QTY 1*11 Mitel Voice Switch ST100A 4 Mitel Voice Switch ST1D 2 Mitel Voice Switch ST24A 1 Mitel Voice Switch ST50A 12 Mitel Voice Switch ST50A*1 Mitel Voice Switch ST50A**2 Unless included above, support is excluded for: Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Page 5 of 5 Version 20220501 Network Equipment Servers Carrier Services Exhibit C Customer Locations (“Locations”) 3200 E. TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/16/2024 Edgewood Partners Insurance Center P.O Box 2110 Rancho Cordova CA 95670 Brianna Orchekowski Brianna.orchekowski@epicbrokers.com Travelers Property Casualty Co of Amer 25674 PACKFUSI Packet Fusion Inc 4301 Hacienda Dr.,Suite #400 Pleasanton CA 94588 1924001308 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X ZLP71M52139 3/7/2024 3/7/2025 2,000,000 A 1,000,000 X X BA8L430908 3/7/2024 3/7/2025 A X 5,000,000 X CUP0N049565 3/7/2024 3/7/2025 5,000,000 X 0 A X N UB9K623585 3/7/2024 3/7/2025 1,000,000 1,000,000 1,000,000 A Tech.Errors &Omissions Claims-Made Retro Date:2/7/07 ZPL61N71717 3/7/2024 3/7/2025 Each Wrongful Act Aggregate Limit Retention $2,000,000 $2,000,000 $10,000 Re:All Contracts/Written Agreements between the Certificate Holder and the Insured.Additional Insured(s):City of Palm Springs,its elected officials,officers, employees,agents,and volunteers.When required by written contract,additional insured status with primary coverage applies to General Liability and Automobile Liability and waiver of subrogation applies to General Liability,Automobile Liability and Workers'Compensation,all per the attached endorsements. City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs,CA 92262 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Do n o t a d d t h i s f o r m t o a p o l i c y . I t i s f o r i n f o r m a t i o n a l p u r p o s e s o n l y . COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness.B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA8L430908 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Do n o t a d d t h i s f o r m t o a p o l i c y . I t i s f o r i n f o r m a t i o n a l p u r p o s e s o n l y . COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada:However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".(i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. D. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (ii)Neither you nor any other involved "insured" will make any settlement without our consent. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. (iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7.,Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Do n o t a d d t h i s f o r m t o a p o l i c y . I t i s f o r i n f o r m a t i o n a l p u r p o s e s o n l y . COMMERCIAL AUTO (2)In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3.,Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; andG. WAIVER OF DEDUCTIBLE – GLASS c.The airbags were not intentionally inflated.The following is added to Paragraph D.,Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: We will pay up to a maximum of $1,000 for any one "loss". No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: The following replaces the last sentence of Para- graph A.4.b.,Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE: (a)You (if you are an individual);However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany);I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or The following replaces the first sentence in Para- graph A.4.a.,Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.,Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS:J. PERSONAL PROPERTY 5. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph A.4.,Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Do n o t a d d t h i s f o r m t o a p o l i c y . I t i s f o r i n f o r m a t i o n a l p u r p o s e s o n l y . COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2.,Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS: Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 Do no t ad d th i s fo r m to a po l i c y . It is fo r in f o r m a t i o n a l pu r p o s e s on l y . COMMERCIAL AUTO 4.Loss Payment Physical Damage Cover-son or organization holding,storing or trans- ages porting property for a fee regardless of any other provision of this Coverage Form.At our option,we may: 5.Other Insurancea.Pay for,repair or replace damaged or sto- a.For any covered "auto"you own,thislenproperty; Coverage Form provides primary insur-b.Return the stolen property,at our ex- ance.For any covered "auto"you don'tpense.We will pay for any damage that own,the insurance provided by this Cov-results to the "auto"from the theft;or erage Form is excess over any other col-c.Take all or any part of the damaged or lectible insurance.However,while a cov- stolen property at an agreed or appraised ered "auto"which is a "trailer"is con- value.nected to another vehicle,the Covered Autos Liability Coverage this CoverageIfwepayforthe"loss",our payment will in- Form provides for the "trailer"is:clude the applicable sales tax for the dam- aged or stolen property.(1)Excess while it is connected to a mo- tor vehicle you do not own;or5.Transfer Of Rights Of Recovery Against Others To Us (2)Primary while it is connected to a covered "auto"you own.If any person or organization to or for whom we make payment under this Coverage Form b.For Hired Auto Physical Damage Cover- has rights to recover damages from another,age,any covered "auto"you lease,hire, those rights are transferred to us.That person rent or borrow is deemed to be a coveredororganizationmustdoeverythingnecessary"auto"you own.However,any "auto"that to secure our rights and must do nothing after is leased,hired,rented or borrowed with "accident"or "loss"to impair them.a driver is not a covered "auto". B.General Conditions c.Regardless of the provisions of Para- graph a.above,this Coverage Form's1.Bankruptcy Covered Autos Liability Coverage is pri-Bankruptcy or insolvency of the "insured"or mary for any liability assumed under anthe"insured's"estate will not relieve us of any "insured contract".obligations under this Coverage Form. d.When this Coverage Form and any other2.Concealment,Misrepresentation Or Fraud Coverage Form or policy covers on the This Coverage Form is void in any case of same basis,either excess or primary,we fraud by you at any time as it relates to this will pay only our share.Our share is the Coverage Form.It is also void if you or any proportion that the Limit of Insurance of other "insured",at any time,intentionally con-our Coverage Form bears to the total of ceals or misrepresents a material fact con-the limits of all the Coverage Forms and cerning:policies covering on the same basis. a.This Coverage Form;6.Premium Audit b.The covered "auto";a.The estimated premium for this Coverage Form is based on the exposures you toldc.Your interest in the covered "auto";or us you would have when this policy be-d.A claim under this Coverage Form.gan.We will compute the final premium 3.Liberalization due when we determine your actual ex- posures.The estimated total premium willIfwerevisethisCoverageFormtoprovide be credited against the final premium duemorecoveragewithoutadditionalpremium and the first Named Insured will be billedcharge,your policy will automatically provide for the balance,if any.The due date fortheadditionalcoverageasofthedaythere- the final premium or retrospective pre-vision is effective in your state. mium is the date shown as the due date4.No Benefit To Bailee Physical Damage on the bill.If the estimated total premiumCoveragesexceedsthefinalpremiumdue,the first We will not recognize any assignment or Named Insured will get a refund. grant any coverage for the benefit of any per- CA 00 01 10 13 Insurance Services Office,Inc.,2011 Page 9 of 12 Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8 UB-9K623585 UB-9K623585 Packet Fusion, Inc. Travelers Property Casualty Company of America Docusign Envelope ID: E902BE6A-2D70-4DD4-9A80-ED6545B18EA8