The URL can be used to link to this page

Home My WebLink AboutAGMT - Passport Labs Inc (Parking Phone Application)DocuSign Envelope ID: C47A98 MCOC-44D7-910E-821155D13EEA j! Passport Second Amendment to Agreement Reference is made to that certain Professional Service Agreement (the "Agreement") dated February 12, 2018 by and between Passport Labs, Inc. ("Consultant") and City of Seal Beach ("City") (Consultant and City are collectively referred to as the "Parties"). The Parties desire to amend the Agreement as follows, which shall be effective as of the last date specified below the Parties' signatures: 1. The Parties agree to extend the Agreement for an additional one (1) year term beginning February 12, 2023 through February 12, 2024. Thereafter, the Parties have the option to renew for additional one (1) year terms, upon the same terms and conditions of the Agreement. 2. Except as expressly amended herein, the remainder of the Agreement remains in full force and effect. Agreed to and accepted by: Passport Labs, Inc. 51an¢abr. By:V1 l ENCIE-1Q1841469— Printed Name: Doug Rogers Title: Ciro Date: -2-�T UJ- Approved as to Form: City Attorney City of Seal Beach By: Printed Name: Title: GiA;ft f fr o;F poL,:Ir,IF Date: ol� CERTIFICATE OF LIABILITY INSURANCE DATE (M 10//09/202309/2023 Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CH FICATE 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 INSURERS(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Affinity, LLC P.O. BOX 879610E Kansas City, MO 64187-9610 Aa LakmAtxmyUJC UAW HONE AIC No.Ext : 800-301-8814 AX AIC, No): 913.652-7599 -MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC INSURER -A: Charter Oak Fire Insurance. 25615 INSURED Passport Labs, Inc. 128 South Tryon Street, Suite 1000 Charlotte, NC 28202 NSURER-B: Travelers Property Casualty Company 25674 NSURER-C: Farmington Casualty Company 47483 NSURER-D: Endurance American Specialty Insurance Company 41718 NSURER-E: Certain Underwriter's ay Lloyd's, London AA1128623 NSURER-F: GUVtKAUh5 CERTIFICATE NUMBER: RF_VISInN NIIMRFR- 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. INS TR TYPE OF INSURANCE ADDL INSR SUER D POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS GENERAL LIABILITY X EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY ZLP-16P58303-2345 10101/2023 10/01/2024 DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 CLAIMS MADE FRI OCCUR MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 EN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS — COMP/OP AGG $ 2,000,000 A X P OUCY JECTRO LOC AUTOMOBILE LIABILITY X j COMBINED SINGLE LIMIT Ea accident $ 1,000,000 ANY AUTO BA-9W093706-23-I5.G 10/01/2023 10/01/2024 f BODILY INJURY Per Person $ ALL OWNED SCHEDULED l AUTOS AUTOS BODILY INJURY Per accident $ NON -OWNED X HIRED AUTOSX AUTOS PROPERTY DAMAGE Per accident $ B X MBRELLA LIAROCCUR EACH OCCURRENCE $ 12,000,000 XCESS LIAR X CLAIMS MADE CUP -9W119880.23.15 10/01/2023 10/0112024 AGGREGATE $ 12,000,000 ED I X I RETENTION $10,000 B WORKERS COMPENSATION ND EMPLOYERS' LIABILITY C STATU- TH- X ORY LIMITS I R ANY PROPRIETORIPARTNER/EXECUTIVE YM OFFICER/MEMBER EXCLUDED? MANDATORY IN NH) N/A U13 -9W108460-23-15-13 10/01/2023 10/01/2024 E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE—EA EMPLOYEE $1,000,000 C I yes, describe under ESCRIPTION OF OPERATIONS below I I I I E.L. DISEASE— POLICY LIMIT $1,000,000 D Technology Services/Cyber Liability - Claims Made Retroactive Date: 07108/2015 PR03004586"00 10101/2023 10/01/2024 Each Claim $ 5,000,000 Aggregate $ 5,000,000 Re enion $ 100,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attached ACCORD 101 Additional Remarks Schedule may be attached if more space is required) Insurer E: Excess Cyber Liability; Policy Number: W35DDF230101; Effective 10/01/2023 to 10/01/2024; Limit of Liability: $5,000,000 Each Claim/$5,000,000 Aggregate. Re: RFQ 2023 -051 -WG MOBILE PARKING PAYMENT SYSTEM City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are included as Additional Insured for Commercial General Liability and Automobile Liability per written contractual agreement. CERTIFICATE HOLDER CANCELLATION 3001786 City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 8th Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Seal Beach, CA 90740 ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE l(aci"�_ 9 �� ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All Rights Reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE REND IT CAREFULLY.. Yr W.1 �' s This endorsement modifies insurance provided. under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added. to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM ,and Paragraph eAn A.1., Who Is An Insured,, of SECTION !I —. COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your, policy: This includes any person or organization who you are required under a written contract or agreement between .you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the, policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 3.7 02 16 09 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted materiatof insurance Services Of rice.. Inc. With its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.. 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 arty 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 11 — COVERED AUTOS LIA131LITY 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. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION 11— COVERED AUTOS LIABILITY COVERAGE: Any .person or organization who is required under a written contract or agreernent 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 It. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph Al.. Who Is An Insured, of SECTION 11 -- 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 0215 Q 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL AUTO. permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented .or borrowed with a driver is not a covered "auto". D.. EMPLOYEES AS INSURED The following -is -added to Paragraph AA*, Who Is An Insured, of SECTION If — COVERED AUTOS LIABILITY COVERAGE: 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. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS '1. The following replaces Paragraph A.2.a.(2), of SECTION If — COVERED AUTOS LIAWL- ITY COVERAGE: {2j 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 It = COVERED AUTOS LIABIL- ITY COVERAGE: (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, hive; 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. (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: (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: (ii} .Neither you .nor any other involved "insured" will 'make any settlement without our consent. (iii) We may, at.our discretion, participate in 'defending the "insured" against, or in the settlement of, any claire or "Suit". (iv) We will reimburse the "Insured" for suras that the "insured" legally roust 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 11 — COVERED AUTOS LIABILITY 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 lirnit. 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. (hj 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 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. COMMERCIAL AUTO You agree to maintain all required or (2) In or on. your covered "auto". compulsory insurance .in any such coun- This coverage applies. only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will: only be liable to the K. AIRBAGS satire extent we. would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions..of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply .to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in - United States. of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and AA.c:, but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Commpre- for compliance in any way with the laws hensive Coverage under this policy; of other.countries relating to insurance, b. The airbags are not covered under any war - G. WAIVER OF DEDUCTIBLE _ GLASS . ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. bre, of SECTION III — PHYSICAL DAMAGE We will pay up to -a maximum .of $1,000 for any COVERAGE: one "loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV — BUSINESS AUTO CONDITIONS; USE — INCREASED LIMIT Your duty to give us or our authorized. representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph AA.b.. Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III — PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". (c) A member {if you are a limited liability com- L PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES — INCREASED LIMIT (d) An executive officer,director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or - graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you :to give no - AGE: tice of the "accident" or "loss'; We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer carred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us. ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS The following is added to Paragraph AA., .Cover- S. 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 0215 Q M5 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 The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract.. prejudice your rights under this insurance. How - N. UNINTENTIONAL. ERRORS OR OMISSIONS ever this provision does not affect our right to col - The fbilowing 'is added to Paragraph B.2:, Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non -renewal. SECTION Iv - BUSINESS AUTO CONDITIONS: Page 4 of 4 Q 2095 The Travelers Indemnity Campa ny. All rights reserved . CA T3 53 82 15 includes copyrighted material of Insurance Services Office, Inc. with its permission. Passport.Labs, Inc.. Policy N:o ZLP_ 91N45822 `EffecIue �y(71Q'/2'022=2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY! ®f END-ENDCIRSSMENT- FOR TECHNOLOC E Iffls endorsement modifies insurance provided under the C0-MM-ERCfA-L-GENER'AFEIW ILCTY-CO-V R;4GE--PART GENERAL DESCRIPTION SIF. 'COVERAGE - ITh.i.s Ando .s.e:ment bb.r_.oa.de.ns oovor-a- However. c:tiuera`gef __. _.. .for ay i:njury,. damage 'or me.di4a.l ;expenses iie:s:c:rib:e.din ari o:f the ;provisions o:f this endorsement m_a. be. excluded or limited b lanother !endorsemenf to ltlai.s :Covers a Part land _:. y _._ N - -- x v - ese icaveragg sad: n�ng provisions ido nest. apply to flee (extent it at coverage is exelu�c ecI - - :or a matedi by lsuch an ehd.ors.e.ment. The following listing „is ra general coverage description -- - --- only_ R.eatl_ Yali the provisions lof thi;x endorse.m.erit and the res.tl °o:f your policy car [to. determrne nghts, duties, and:::w} at -is anri is`noi- 6kv" ---- A.; Non-Qwned Watercraft-; 75 Fee- t �-Coog -ter Le ; ss B. Who Is An Insured -,!Unnamed Subsidiaries C Who Is, .._-An_lnsured___-Employees i Supervisory Positions Who is An_..nsure.. -. Newly AcquiredCIO Formed Limited Liability. _Companies __......_..__.._.. ................_... _ ... ._..... E Who Is An Insured -1-lab,i.lity For; Conduct Of Unmarried Partnerships Or AIPJnt Ventures 3 Blanket Additional Insured Persons O� Organizations For Your On oing Operations As Required By Written: tr Conact_ Or Agreement BlanketAdditional Insured - ;Broad FM _.,..................._............_._..---- ....-- ......._.....-. .........__ 2, - Vendors 17-Mvisi©NS A. NON -OWNED WATERCRAFT - 75 FEET 1111111111r1l) , .................4...................._._.._.........................._............._................_......_ The following replaces Paragraph 1z a.i...__._Exc.lus_i.on ti Aircraft; Alto Or A►a irc._rpf:t; ir.._.........__Papograph _..._,2.__......_._of.. SECTION I �- COVERAGES � :COVERAGE A r= BODILY IFINJURY AND PROPERTY DAMAGE LIABILITY: [I*1 A watercraft you do not M that (a) 75 feet Fong or less; and (h) Not (being used to Icarr an. _ _.._...._.._.__n or: ro ert.- f r a person. P P Y Charge; The Ifollowing fireplaces Paragraph 2 e_......... o_f.. SECTION 11 - WHO IS AN INS* RED: a Any ;person or ;organization that, _._.... _..._ ....._._..........._._..--- with your express or implied H. Blanket Additional insured - Contro.11ing .Interest L B.lanket Additi-onal .Insured - [W_ rtgagees, Assi,grje.es....... Successors Or Receivers J. Blanket Ad'.ditional ins�lired � �auei rtrriental .................... - - ----- Enti.t;ies -- Permits tGr Aiathorizatibrig Relatin,g.__To_ Premises K. Blanket A.dditii_ondl, Insured - .Oovernm6ntbI Entities - Permits Or Authorizations Relating To Operations L. . .... .......... Medi-ca-I_Pa-yments = ilncfeased L'imlfi M. Blanket Waiver- Of _Siibr"oRaiion N. Contractual..._ Li_abil.ity._u- R.ai.lroads _ _ 0. Damage To Premises Rented -To_...... • consent,. either io ei8 for rs res a�nsibie_.._.__oz €tine ivae of a water -craft that you ildoll :not `overt ithat is: _._....__ __ _..._._. _ n __ —_..__..____ ('I) 75 feet Ion og._„ r fess.; and 2 Not :being: 'used to carry any person or property for a .charge. WHO IIS Wk FORM. - ONNAMED SUBSIDIARIES Thefolloiniing Iis added to SECTION `ll WHO IS AN INSURM Any of your sub.s.id.iares, lother than a partnership Qn joint y,enture, that 'i..s not .shown ras a Named ilnsured . In Ithe 'Declarations is a Named. Insured if: a; ;You :are the isole Own, ri. of,. or maintain fan. :ownershil_fi terest hof Y -Ore !than 501/16 in lstzcti subsidies .on the first ;day of the policy "period; and ' 19 b :20.17 The Travelers Indemnity Company. All rights. r e Page 1 :of Includes copyrighted material of Insurance Services Office, Inc. with its permission. b. :S.u.ci' subsidiary, !is not an insured ;under similar other insurance: Na such ;subsidiary is an insured ;for bodily (injury or property._.._.damage" that occurred, ter, I"personal and adV fiism lln'ur _ ' caused b an ......;._.._.' ._ I .. y ' Y offense. commiit6di 8: Before you 'maintained an ownership iiiteresr iof k'ore Ithari 50% lin. (such lsubsi.diary, or,' h. After the. ,date; 1.1 any, during !the ,pow period itYi.at ;you rro Ibrtger €inainta.i.. ' raft: .ownersh:ivp linterest of {more, than 50% its such_ ;subsidiary: .For purpo.s`es of. Paragraph J. [of ......,... ; .5hict.i6d 11 , Who I.s An [insured,! :each ii'G ih ,subsidiary. wilI be 'deemed. to Ib e. designated 'in the DecMa�aions__as &I A lilimited ]i,a it ty company; 6. lAd organization lotbe.r than i 1partnersili'joirlC Io.ent.ur...e lor...limite'd (liability co_ np '+• C. A trust; as lindicated: 'iri its .timet§ or the do.cumerft that govern its structure! rg WHO IS Alit INSURED EMPLOYEES SUPERVISORY POSITIONS _....... __..._...__._........ _........................ The fioilowing is .a..dded t.o Paragraph 2.a.0I of :SECTION ill WHO IS AN INSURED: Paragraphs (1J(a)i (h) land. (C) . ab_ove do not ._.. iapply_..._ito...."bo.di� ~injury' to la co- employee" vhile in the "course .of ;the co-"emp.loyee's0 iemploy enc 'b you arising.out_._. ofi Work by ;any {ofi your "employees" wbo hold a ;supervisory position: >' WAD ._l:S......._AIU___INSURED..._..._NEWLY ..__ACQUIRE D OR FORMED LIMITED LIABILITY COMPANIES .............. ......_ _The fioliowing :replaces Paragraph 13. of SECTION Ill -- WHO 1S AN INSURED: i 11Any organization you irrewl.y pL qu_ire ,or.fpr-m other .than p pl artrnershi_p or 1'olnt �tenture, 'ai d. of whi.cb ;fou, lair§ �I.._......: ithe sole towner or �n Which 'yoia lmaintain ars owrte.rshiip _ (irateiesfi of. more ;than -S0% will qualify as a Kained linsured �f thence is ns� lather similar insurance avalabld Ira that lorganization.. However; iia: Coirerage funder lxhis 1provisior is afforded Until Ithe. 180th day after] _._...., yoU acquire for form ;the organixatior o:r the end of ..the' policy Oedod, eth.i..chever, jis !earlier, if you .da not report such organization li.n writing Ito lus uvithiri 180 days after lyq%i iacquire.....or..._for ..._it.._.or [�', 'Until the and [of the Ipol_1cy eriod, when' that .date lis .later ahan 18Q !dates la.ffer you :acquit..§ of form succi ;organization1 if you report .s:u.ch organization lin wrfta.ng -to- us Snii'thiri 11801 .days after....youu. acquire of _form it ! :Covera...§_ A does not ;apply to "bodily.._ linjury`.'....__ _..._pr r._...'rProperty damage's "itiliat occurred ,before Vuq acquired or formed ItTie iorgan4= ization= and _._..__......._......__._...._. c. Coveragd does 'not lapply td, 'personal and (advdatis_!.r?9, jury„ arising o.ut of�_an off§ nse ;committed before you acquired ioc 1totmed the _._...._._..._......,..._...._ _ _._ organization, For the.;purposes .of IParagrapti 111 if Section 11 W__ho. Il.s Ari Ensured, ;each such iorganizatiori will bd d.e.e.med iia be ................ designated in the Declarations as a. A limited liability company, b! Ari [organization, other 'than 1a artrtershi , .point :uentur..e or 'l..i.mited liability company;. or. • :rust rasindicated sin its name of dT ;documents that govern it's lst.r_u.ct.ur_.e 1t1fHt[ . _:IS AN "_ WS:UREtIi. �_.....,_I.IABILiITY..... F.H:R CONDUCT OF :UNNAMED PARTNERSHIPS OR JQ .n�T V. NruREs ........... The ;following replaces the !last 'paragraph of SECTION. If WHO _IS AN INSUREt r No. person or, ;organization is ,an linsured .with respect to the ic.o.ndu.ct of any 'current or ;past ;partnership. 'o"r joint lventure 'that 'is .not sho_w.ri as .a N:a.m.id l.nsure_d 1.61;the D_e_cl.arati-on.s. This_ p2rra_graph 'do.es not apply to ;any succi. ;partnership or joint .venturd that, iotherwisd ',quallfies as an, insured ,under Sect.i.on Il -IV110 Is An ins.u.re _ .d. ......................_..... ...... ..... ............ ........ ............. ...... ..... 6� BLANKET........_A00.. TlQNAL i�oi� MENS OR ©RGAN1ZATtONS .__F.OR..._._. YD:UR ONGOING OPERATIONS AS RE�! RED BY WRITTEN CONTRACT ©R AGREEM The following is 'added Ito: :SECTION Il WHO. IS AN INSURED: Any .person rot organization that is :not o_therwisd ian insured. under thii_s !Coverage _... _._..._..., _. .... ;...._.._._.._..� Part and 'that yoU. have !agreed in a written Page 2 of 5 OL -2P.1 7.. The Travelers Indemnity Company. All rights reserved. ' �• copyrighted material of Insurance Services Office, Inc. with its p • contract IJ h Agreement to include ! 9 ari additional insured on this Coveracie Part _isari insured; but. only with ;respect to liability for "bodily injyrY*'.' or "property damage", that-' aJ !Occurs s-u6-s-eq-q-bjft 16 the signing ;of kh af- 7 6"' o", * * n** `t- -r' "a' - 6t .......... 6, _r, - a-- g", r e e m e n t; and b. ,caused; ji'd, whole or Tin, 1p-arf", fyour acts!' r omissions lin the �perf ormanq§ lof , jyqur [qgg_q 1 n g loper.ation It-- Wfi:16fi ffi-iii E ractr . ..... I-o"'T 1a: 'reemen" (applies emissions -4tly person or ........... ....... ... .... ... [organization pgrfdrmin ................ Isu* Efil"i ....... ........ 9 &ati ons. on your -2 `11,imits! [of linsurance rq vided to — such ' libs.ured W.111 be the _minimum limit's. that you agreed to provide in the written - contracf, or agreeme9t, or the .I.I.M. Lt9 sh.omin in ;the Declarations,. whichever are less! R BLANKET ADDITIONAL INSURED .- BROAD F.P.R.M.-YEMOORS .1-4 _JfollowingL is added to SECTION WHO IS AN INSURED: `n 4, person `ola or.ganizatiori ithat lisa 17 vendor and that you. bay.d lagreed: in : lo - r--- w.r.itten 1contract,, or ;agreement to T7ncfuid.e as tan fadd.it.i.onal Irlsured 1 ITM-s Coverage; Part 12 ah insured, 16-uLjonly r"q`s pec�.C_...fp.. 111.-i-bility. .... ..Ifo rbQdit? injury or "property damage" thaf, f0b,curs s- 66 s' e"', - q- q_i�' -fa ....... . . .. g o . .. .... ..... . * ... ... . ... ith6f c,6,n,t`Fzi&f-or agreement; an . d 6. Uprises lout of I your produqtE"' that jare. 'di-s-fi-ri-T. ea'or 'so_'bd lin the r 6 g, q if & ,qpytse of such vendors business. The i -n-§. ' _666 'P'F6_'V_I*de d 10 iii -0i Vd'iTd, 'r-, I..... . .. . .. .... ui� . ... . ......... ................... . .. . ................... . ... =-� �= - is..su ject to 'the 'followifi g. provisions; . .. ... ......... ........................... ii, The lffffiffii insurance provided to fidch' vendor W.11.1 lie the miriirriiarri m I 1p d 11 its , that you q jagreed !to - rovi d in the. written for lagr emant, or, line * 111h,611"S" Islib n 1�n clarations, whichever are less. ............. . .................. . . F ril iThe 11naur.ancei g[q)dfdad lid such (vendor does hot apo p 11yy to '(1 1* Any express wttrfant M, Me t .......... . . ......... .. . .. . ....... horiiid y, y:qq .or-- any d.istribttti,on or, sale fo.r P.q.JrPqs_e.._no.t authorized by_.Xo (21:Any change. in .Yjm4g; made � . dor (3)r Repackagingl iin.l.e.s.s unj5-a-6keo solei fo.rpose q. .. ......... .. . . 7 --demons ra lori testing or. the [subsitAutLdn odlFj rs � underinstructionsf Fo�m ' -the MOMA Zird-.5 nii GENERAL L.I.A.P.I.L-1-TY. manufacturers; ;and fhe'n-I Op k- -d 1-1 r-.**..�ac age in the ori-qinal t _; . . ....... the.. . ........ .. . ............ lcl� �Iner;_ 54) An failure �b ffiia 5id-ch Any .... . ......... 1- ..... . .... . .... . .. nLsg!!__ctions, f adi.4stments, .tests 16'r servicing Fab iv e'_n_'_d._o_rs. I-a-g—re-6, [to. rfotrd -of, !normally undertake !to I` .perform in P *1 e iregyla I ;regular -ei off— course busin ss 16 .... . ... . . . ............ 9 C_.0fi_n66f�to_fi with' the distribution . ;ori g -a your, 944�6 R5) DtarnonrArdflon, .or. re air, operations;, pt,, such operations, performed lef such vendor's �li emiseq . . ........ q!j . . ...... !connection with the sale of " ; y qjr Pfq0!4q!§:'1 or 06) "'Your j5i6ducts", that !,after distribution of :sale by -y-b-Ul', have �'616661: eid 6T., used d' 67n' -raBead- ,or as :a container,".. part, or ingredient '(of 4!j)L§t:F.ie_r. ifthffLfin7j, b-ri Sbfiiififij�'e` �1,bjl tort6—n behalf _6f such ven-d-o—r. Coverage ove..-1 ... ........ un der ith1s, 'oes not apply tot, ........ ... . ......... ........... ... n Wfi'Vt person 1'0r--g-'5-nizatI.on from whom Yyour .products", -6u; :have -acquired r,,b any ingredient, part 1pxi cqntalnd� ,*- g . ....... . . ..... ... entering - accoULanying or containing such__.prod ------ -------- - A ' I !qy, Iv endor. for Which�EUC��Frwgg tis an ..... . . ........ ..... additio.n.a.1 linsured specificafIV-1 is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST The following J,s .adde-d_ 't to SECTION fl WHO IS AN IMSUREIJ,- Any pers-6h. -brr organization :that has finan.6.i.al !qo.htrof of you -i.s an Insurao With respect, !to Iliab111-fy'l_ for J" bodily lnj,ury",_"property damage" or "personal 'ail ;advertising injury" that 'arises out ... . .... ..... a. Such h f i h a n c i a I c o lbi Such jperson'9 110r, Rr&n�izatlb�'s bWn�!rshzib,...-Iffi..a--Inten.anc-e & use 6f .. . .... .. . .... - _ ___ . . ..... ... . .. premises. I .. e .. a .. s .. e. - . fo , .are o.cc . u . p . i .. e I d . §y you. The jinspg#p Mc_ suchp-d-rson provided 11 -of, 6i g anization does! not !apply It qi i:tructural 'altemfl..b..rW Ilh-e-W :construction ... . ...... dedemolition. I.o...p....e.....r.....a...1io ns performed by .or, io.i-.n.J[hah a.11, lof !such Person I----.................... ''.......... organization; The following . 1 9 :added to Paragraph. 4. 01 tECTIOM. 11 'WHO IS AM INSURED: .. ... . This ........ .Thisjl� paragraph doe.s :not apply lto, any manager 3 ithat .premises, owner, mager or has financial control j:Z 02 1911 Uc 2017 iThe Travelers IndeMMornpany. All rights reservedi Page 3. of 5 ..................... 11 .. ncludes copyrighted . . . . material of Insuranc es Office, Inc. with its permim, COMMERCIAMENERAL LIABILIE BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS DR RECE]YERS Th, ;foil'**'*ow, .. . .......... j. d-ei-d- it -6- SECTION IV WHO AN INSURED: .. . . . .................... .......... . . . ......... .......... Aiiy person . ..... "r abization that, is.. a mortgagee,, assignee, is.u.c.ces-s-or tor receiver And lltl�@,t y.' J:i.6_d agreed written agreement Iii6l.uda .as an aoditional. 11. n 6u- IF —ed _i . . . . . . I S Coverage P hsur 6a-111. taut ut [only iW T.q§P9ct 116 1 ability las mortgpgee,.,', assignee,, f-666' [Ve-r 156--1""bodily---injY.-if pro13 .' 1"erty lit "personal and advertising ..... .. injury'] a. [Fs "'6_67diTyri_iFre- of., f$_rop6_Ry, ,dam -age" Ithat occ.urs,' or IS "personal arid admeftisind -1Jjin' ju_ry" baused 4yanoens0tgat[is I subsegqqni 'i_o ffh—e signing, - I "that, Ir-ontract. or '{agreement,. and ri Arises lout, to -f, the !ownership. s hi -p--, ai Im riteriance tdr (ugq premises for 'W"fik5h th'if mortgagee) as�s�ig ee, ,su.cces.sor. or, !receivi. 11� Ired req Li pft- a, 'e, it, i *on raq o Nreement W.' r be tin.clud.ed-as an addfffl_n insure ion h ......... art; . .I s ...................... The 1hs.ura.ikd 'broVided to such .. ....... .... ........... I . . . . . ............ . .... . .. . . . ........ . .... . ...... mor gAgeeJ. assignee, (successor X)T -ce-ce-imer s. subject, W the j6oi_16Wffih provisions.i- ii.. 11 JThe* 111ffilfs W insurance brovided. ito IsueFi mortgagee; 1`_6neeJ u r assi I t§. ccesso ior, recielver' witi, - bs --Ilie- im lHi—M-6-rii I1_ . i_:. Imits ifid JY -7 i agreed to provide in thei.written contract or 'agreement, for the I imits shzmn lin t e . . . ........... n gglaratios, whichever are ess, The (insurance ptoyffl6-d to -s-d&fi ............... pgrson o.r. omanizatf &569 'not .......... . ......... . . . ........ . 'ipply 1041 ,M) Any "bodes �injury' l or "property damage"(that oat&91for,any "personal and 16aVeftllsind lirij6ry" ,ci6.ged an ........ is I ................................_ ommitted, after succi. contract . . .... AqEeement Is no (longer in effect; of,. .... . ..... . ... .. . . ........................ . ..... . . . b . .. 7'1'-o_'_d- I Iy, injui�-". i "p.Eq.p rty or damade"I j erso land adv*ertisind injury�' "prising-bu, ..I,of any 'structuralalterations, ......... ;new construction 'or, demolition operations "-: , performed by, !or Tan behalf of such imort�qqe, assignee, " * successor _*"*** ' _* '- or r- receiver: 10 BLANKET 'ADDITIONAL INSURED ;- GOVERNMENTAL ENTITIES PERMITS OR AUTHORIZATIONS RELATING TO PREMISES .. ...... lif SECTION .1.1 ...... . ... . .......... 9 owing_Js ed WHO IS AN INSURED:..... ........: Any governmental ;amity thathas issue d p permit oFauthorization withrespeci premises `owned ..orI -or, Irenta qq��.qg �y or loaned to.. you and that ly'60 are required _b,y, !any "lo5irdi�nance,Ilaw, _- b.uildig , ... ..............----- ............I.... ......Ebdeiot.n1cohfa61,0*r agreement to include tas an ladditional insuredon. this Coveraqe 1Pbif :is an lfts15 -ut -if ------ on I—— y wit. respect, td liability ,for "bodily ,,property 0arnak'I :or.._........ . . ...... personal and advertising injury" arising out of .The repair, construction; Jerectiori or removal of any lo.f the following foil which lt.hat governmental entity has lissued, such permit or authorizatibih: 'advertising signs, awnings) :canopies, ide.l1ar ....... ea... t....rpApp-S"J.coal 7 - holes driveways, man ocesr Ima-quo hoista sidewalk ;vaults,;vaults,_� __..._.openings) :_. .... . ....... elevators, street banners *,or decorations,,-" ri BLANKET ADDITIONAL INSURED. ' GOVERNMENTAL ENTITIES PERMITS 09 AUTHORIZATIONS RELATING. TO OPERATIONS .The following !is added 11td. I MON Ji WWAS AN INWRtik Any.*.... _9,overnmental 1��" �hafl 'has issued pect _governmental authorization with 'r, e s 'Ito -permit. bill aut'. ori.zat,i pperat nd.... erformed �y you on y' at Iq__ P_.�� T, . ...... J . ................ I required. qr - - ._ behalf land that ' ' a * wi� 6 any ordinance:. llpiw, buildind oQde ior'_ .written ij ---- i- --- contract 'or i"agre' 1f6 Aftel"U'de 18'9 on ,additional insured on this! Coverage Part is .... . ..................... ........ . .... I buttan. insured, _only with......respecf to .__with_..._ , la f 6.'r "bodily linjury.",I .",pEppprty damage" 36p "persohal and. la&ertisfft' injury" 'arising out of such operations! TIT i.n.suran.ce orio-vided IT. such g�o..v..e..r.nm-e..nital....e..n.t.ity . ..... d o.e.s not apply. tq: i5l '" n b odilY' (injury PT9peEty 10.#m ag e DE ?rsonal land iadyertisi�g ffi40—----1 'Arlsffi9 peratjons performed for ;the governmental entity; Or P-1 1 'd:f-i-"*. -*............ '._. ". ...... .... .......... . .........-'6yI_nimFrIr property Idarage,included in the 1-pr6dutts- !�T�!tions hazard"2' 11 MEDICAL PAYMENTS -ii INCREASED LIMIT .The following .replaces[, Paragr4 h is (of .... .... . ...... i R SECTION III _1 LIMITS OF INSURANCE, (Subject f'b '.Pa r a g riip--h-&J above, th:e !Medicaj ;Expense. (Limit as 1be mostwe r.....;....!under f6rlfflWIII a&'aimedicl (expenses Iodi i sustained b.yny ,one =rsorl. 1, Pdge 4 of 5 (6, :20J_7 The Travelers Indemnity Company. All rights reserved 0 2 19, copyrighted material of Insurance Services Office, Inc. with its p 0 and will be the higher o•1 a $70,000; or b. Th.e la.mo.unt shown lira the De.c,l.arat.io.ns lof ltblg.� ;Coverage Part for Medical Expense. Limit! M; BLANKET WA_1VER t1F SUBRDGATIffL The following is ad ed ,to Paragrap ;.._......_� Transfer .Of. Rights Of Recovery Against Qthers.........f1s........... of SEc1JQ.N. IV '— CON1NiERelmfid.. GENERAL iLIAB. C." 011 iITI..01 If the Iins.ured had agreed in a scontract .or agreement to wa............ rlghti of recovery ;against any person tor. orgarli_zati_on) _v.e WaLve :our right ;of _. _.......I- _._ - __.......... ............... recovery against succi 2rson or organlzationjsb.ut only dor payments we teaks b0 i3. !"Bodily injury"" orr '!property(damage", ithaf _occursr or ...... _ .......... _....,. b? l"Pers.o.ried land advertisi>€ g fury ,caused can 0.11fense ;that Its • -•.. subsegue.nt Ito the 'execution of the contract or agreement. COMMERCIAL GENERAL N. CONTRACTUAL LIABILITY ` RAILROADS iftlTh.e following replaces Paragraph c. ;of !.th.e <de.f.i.ni.t.i.o.ri !af f"_i.n.sur.e.d .co.ntra.ct" `rn the DEFINITIONS S.ec%ion --__..._..__....................................._..._.._._...._.._...---............_..........__.................... _....: E: n easement or. _i.cense a reementl I.._..._._Y _......_.._.__......._. _ 91 ............. __......_........... ,Paragraph 1f.0) th® def. nrtion_._..._lof -insDre.d 'cohtra&Ft Th the DEFIN!'i@NS 1section is deleted; 51 DAMAGE TO. PREMISES RENTED TO YOU 'The following_._replaces the idef_inition of Premises. dam.agg !tri the itEFINITIONS Section:: ... .._............ I ................... _._., ..................... .._. _... r.;.-.._...._,_.._....._,_..: ••P...r_emis_es ;damage" msans _.property damage" a, JAny premises while ;re.nte. td yotq torn jterriporar'ity occupied by you with p.ermisson of the owner; or M !The contents lof (any premises While .---..__.._............_..._._ _..__.._.. !such premises Pis F6iib d k 1, ou if you hent 11 remises... f_or,._.._'a.._.... eriod. ;of !seven or fewer consecutive days. 02..._19 0 ;2.0'..1.1 The Travelers Indemnity Company. All rights reserved: Page 5 of 5 Incl • - • yrighted material of Insurance Services Office, Inc. with its perms= j! Passport First Amendment to A ,reentent Reference is made to that certain Professional Services Agreement (the "Agreement") dated February 12, 2018 by and between Passport labs, Inc. ("Passport") and City of Seal Beach, California ("City") (Passport and City are collectively referred to as the "Parties"). The Parties desire to amend the Agreement as follows, which shall be effective as of the last date specified below the Parties' signatures: 1. Exhibit A. Scope of Services, Section 11. Scope and Deliverables is amended to add the following: B. Digital Permits Platform Passport will provide services and license all software, including all web and mobile applications and related documentation necessary for City to operate a digital permits system ("DPP") on a pilot basis for two -hundred (200) permits. Following the initial pilot period (length to be determined by the Citv), the City may choose to increase the amount of permits managed by Passpon's BPP. Pricing shall be agreed upon in writing by the parties. Exhibit B., Fee Schedule is amended to add the following: Monthly DPP Service and License Fee $500.00 (includes up to and including 200 permits) 3. Except as expressly amended herein, the remainder of the Agreement remains in full force and effect. Agreed to and accepted hy. Passport Labs,.) By: Printed Name:��e tneZ Title: c Q.[7 Date: } - 7.� - 11:1 City of seal Beach Bv:Gt\ Printed Name: t� c ai, �,�, ry L 1'11 T� t- V Title: Df ?t c=7 (._k _�_'} { I td rilIJ E �C' 17 `/ Date: 2C{ 1 PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 Passport Labs, Inc. 128 S. Tryon St., Suite 2200 Charlotte, NC 28202 704-837-8066 This Professional Service Agreement ("the Agreement') is made as of February 12 , 2018 (the "Effective Date"), by and between Passport Labs, Inc. ("Consultant'), a Delaware corporation, and the City of Seal Beach ("City'), a California charter city, (collectively, "the Parties"). S7296-0001\2153209v1.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 5 years unless previously terminated as provided by this Agreement or extended by agreement of the Parties. 3.0 Consultant's Compensation City will pay Consultant in accordance with the rates shown on the fee schedule set forth in Exhibit B for Services. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule associated with such work set forth in Exhibit B. 2 4.0 Method of Payment 4.1. Consultant shall be the Merchant of Record for the Services. Consultant shall submit to City monthly statements for all services rendered pursuant to this Agreement. Such statements shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the bankcard fees incurred in the applicable period incurred in the applicable period. Consultant will remit the full amount of funds collected to City within fifteen (15) days of the conclusion of the month, net of Consultant's fees. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City without cause or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination and, if for cause, a reasonable opportunity to cure the circumstances(s) given rising to the termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy, provided that Consultant shall have an opportunity — within the 10 day notice period — to provide such satisfactory evidence, in which case the Agreement shall not be terminated with respect to such failure.. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Khristian Gutierrez is the Consultant's primary representative for purposes of this Agreement. 3 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: Passport Labs, Inc. 128 S. Tryon St., Suite 2200 Charlotte, NC 28202 Attn: Khristian Gutierrez With a copy to Passport Labs, Inc. 128 S. Tryon St., Suite 2200 Charlotte, NC 28202 Attn: General Counsel 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all third -party liability, damages, claims, costs and expenses of any nature to the 0 extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required 5 occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1)the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all third -party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful 0 death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the negligence or willful misconduct of any Indemnitee or of any third party. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. For the avoidance of doubt, Consultant shall not be obligated to pay and satisfy, or reimburse, any Indemnitee to the extent of any costs or awards attributable to the negligence or willful misconduct of such Indemnitee, to the extent so -attributed by a court of competent jurisdiction. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Data Rights This Section shall govern the rights of Passport and Provider, as the case may be, with respect to the data that is subject to this Agreement. Passport will, by provisions in its Privacy Policy or otherwise, procure from such end users all such lawful consents and rights necessary to grant to Provider the rights in such data as stated in this Section. Passport's Privacy Policy, as it may be amended 7 from time to time in Passport's sole discretion, can be viewed at httos://oassr)ortinc.com/privacy-policy/. A. Operational data is data specific to the Provider's operation that is provided by Provider to Passport to be used in the providing of services. Operational data is specific to the Provider's operation, which is not available to Passport publicly or by other means. Operational data may include, but is not limited to, zone information, rate information, operational schedules, business metrics, relevant details of partner agreements. In each case, Operational data may refer to past, present, or future states of such items. Operational data is the sole and exclusive property of the Provider. The Provider grants Passport a perpetual, irrevocable, royalty -free, non-exclusive, non - assignable, and non-transferrable license to Operational data, provided that, Passport may assign or transfer such license to a successor in connection with the transfer or sale of all or substantially all of its assets or business related to this agreement, or in the event of its merger, consolidation, change in control or similar transaction. B. Payment Card Industry -Data Security Standard Information ("PCI -DSS Information") consists of the following items, each as defined by the then -current Payment Card Industry Data Security Standards ("PCI -DSS"): Account Data; Cardholder Data; Primary Account Number; and Sensitive Authentication Data. Passport acquires a license or sublicense to the PCI -DSS Information from end users who share such data with Passport in connection with their use of the Software. Passport must secure such data in accordance with PCI -DSS. As such, Passport may not grant Provider derivative rights to such PCI -DSS Information and Passport shall not be required to disclose such PCI -DSS Information to Provider. C. Personal identifiable information ("PII") is'any representation of information that permits the identity of an individual to whom the information applies to be reasonably determined or inferred by either direct or indirect means. Name, address, social security number or other identifying number or code, telephone number, or email address directly identify individuals. Certain data elements— including gender, race, birth date, geographic indicator (such as zip code or postal code), and other descriptors—can be used in conjunction or with other data elements to indirectly identify individuals. Information permitting the physical or online contacting of a specific individual (e.g., IP address) is also personally identifiable information. End users of Passport's Software own PH and license it to Passport pursuant to Passport's Privacy Policy, as it may be amended from time to time in Passport's sole discretion. Passport may sublicense PH to the Provider under certain conditions (including but not limited to the Provider's compliance with information t:3 security controls and applicable regulations) that shall be memorialized separately if and when applicable. D. Activity data is any data generated in the providing of services under this agreement by Passport to Provider and by end users' interactions with the services or with Passport directly that is not otherwise PCI-DSS information or PII as defined above. Activity data may include, but is not limited to, user interaction data, geolocation data, opt-in/opt-out status (including compliance logs), purchase and session data, application diagnostic data, service performance data, and support data. Data that is derived from Activity data is also Activity data. Activity data is the sole and exclusive property of Passport. Passport grants the Provider an irrevocable, royalty-free, non-exclusive, non-assignable, and non- transferrable license to Activity data for the duration of the term of this Agreement and only to the extent and in the format that Passport chooses in its sole discretion to expose such data through its administrative portal or as otherwise agreed upon with the Provider and only for the Provider's internal use in connection with the services provided under this agreement. 16.0 Privacy Policy; Terms of Use End users' use of the Services shall at all times be governed by (a) Consultant's Privacy Policy, as it may be amended from time to time in Consultant's sole discretion, which can be viewed at https://passportinc.com/privacy-policy/, and (b) Consultant's Terms and Conditions, as they may be amended from time to time in Consultant's sole discretion, which can be viewed at http%6//oasscortinc.com/torms-and-conditions/. M 17.0 Intellectual Property 17.1. Consultant grants City a revocable, non-exclusive, non -assignable, non-transferrable, and non-subleaseable right and license to use and access the Services only for its internal business purposes for the duration of the term. All intellectual property rights including, without limitation, trade names, source code, trademarks, copyrights, patents, and trade secrets, not explicitly granted to City in this agreement are reserved to Contractor. 17.2. City will not, directly, indirectly, alone, or with another party, (1) copy, disassemble, reverse engineer, or decompile the software or any subpart thereof; (ii) modify, create derivative works based upon, or translate the software or source code; (iii) transfer or otherwise grant any rights in the software or source code in any form to any other party; (iv) attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. 18.0 Force Majeure Neither Contractor nor City will be held liable for any delay or omission in performance of their duties under this Agreement resulting from causes beyond their reasonable control, including, for the sake of illustration and not limitation, delays or omissions attributable to third -party vendors, suppliers, or integration partners, labor strikes, acts of god, acts of the public enemy, fires, natural disasters, wars, or riots. 19.0 Disclaimer of Warranties The software is provided to City by Contractor "as is" and with all faults. City acknowledges and agrees that Contractor bears no liability for any error, omission, defect, deficiency, or nonconformity within the Software except as expressly provided in this Agreement. Other than as specifically set forth herein, Contractor does not make any representations, warranties, or guarantees, express or implied, directly or indirectly, including, without limitation, any warranty of condition, merchantability, or fitness for a particular purpose or use, with respect to, arising out of, or in connection with the Software and related services to be performed pursuant to this Agreement. 20.0 Limitation of Liability In no event will Contractor be liable to City for any of City's lost profits, lost savings, or punitive, incidental, indirect, special, or consequential damages, even if Contractor has been advised of the possibility of such damages. 21.0 Entire Agreement 10 This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 22.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 23.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 24.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 25.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 26.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide 11 employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 27.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 28.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 29.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. 12 CITY OF SEAL BEACH 0 Atte 0 CONSUL Approved as to For By: (f Craig A. Steele, City Attorney S7296-0001 \21532090 Am Its: me: Bob Youakim Chief Executive Officer me: Khristian Gutierrez Chief Revenue Officer 1:11*= :1rr_l SCOPE OF SERVICES STATEMENT OF WORK Parking by Passport I. Overview Parking by Passport is a Software -as -a -Service mobile payment solution for end users. Passport's Operator Management ("OpsMan") is a Software -as -a -Service web -based solution for Client administrators. II. Scope and Deliverables A. Mobile Payment Parking by Passport is enabled through native mobile applications built for Google Android and Apple iOS smartphones. Parking by Passport is supported on the latest industry -recommended operating system versions. To account for those parkers who do not own an Android or Apple device, Parking by Passport is also available via a web application, which is optimized for mobile use. Android, iOS, and web interfaces may vary in appearance and functionality depending on their respective technological capabilities and market demand. 1. Capabilities (Some items are conditional upon Client provision of dependencies) • Create an account • Initiate parking within a specified zone using space or license plate information • View zone information and restrictions • Pay for parking using major debit and credit cards • Extend parking remotely • View parking history and email receipts • Store and use multiple vehicle license plates • Configure session expiration alerts • Toggle parking expiration notifications B. Dedicated Wallet Passport's closed-loop wallet allows parkers to add and store prepaid funds in their account. When the parker pays using the Dedicated Wallet, the transaction is deducted from the prepaid account rather than being charged to a credit or debit card. All funds are stored within Client's systems and bank accounts if Client is the merchant of record. S7296-0001 \2153209v 1.doc 1. Capabilities • Wallet initial load amount configuration • Wallet replenishment load amount configuration • Wallet replenishment threshold configuration • Bonus value configuration (e.g. "$10 value for $9 load"), if Client wishes to extend such bonuses or incentives C. Merchant Validations Client and its local commerce partners may use Passport's merchant validation program to subsidize the cost of business patrons' parking fees. Fees are outlined in the Pricing Schedule. 1. Capabilities • Validation type and amount configuration • One-time use validations • Multi -use validations D. Operator Management Operator Management ("OpsMan"), or its upcoming successor portal, is the back-office web administration portal in which Client can view basic financial reports and manage select operational attributes. 1. Capabilities • Financial reporting • Zone and Space configuration • Rate and restriction configuration • Event configuration • Customer refunds E. Merchant Processing & Gateway Merchant Processing refers to the debit and credit card fees that will be charged to accept debit and credit card based mobile payments. 1. Setup • Client may be the merchant of record o Client may use its own gateway services if Passport is integrated with the gateway services provider o Client will declare its gateway services provider to Passport for verification and evaluation of fees o Client will provide gateway provider contacts and documentation o Gateway must support all of the following transaction types ■ Sale ■ Auth ■ Prior Auth Capture ■ Refund ■ Void • Passport may be the merchant of record and provide gateway services for per -transaction fees F. Signage Passport recommends, at minimum, (a) signs in the quantities of one per block face (on -street parking) and one per 50 spaces (off-street parking), and (b) decals in the quantities of one per hardware unit. Passport will provide such recommended signs and decals at no charge at launch; any additional or replacement signs and decals will be at Client's cost. Client is solely responsible for installation. Signage installation must be completed by Client by the date of the announcement of the launch. No credit will be issued for unused signs or decals. Client understands that sufficient and adequate signage is a core assumption to the performance of the service, and should the quality or coverage of such signage degrade, Client is responsible for notifying Passport so that this can be resolved. Signage materials are as follows: The signs are KomaAlu with Avery Cast Laminate with UV Protection and 6 -year outdoor durability. The decals are Avery Cast Laminate with UV protection, permanent adhesive vinyl for outdoor use with 6 -year outdoor durability. Any extra costs incurred due to changes in signage material requested by Client will be covered by Client. Passport has developed signage design templates, which are tested regularly to optimize program performance. Any signage produced by Passport must adhere to Passport's sign design methodology and cannot be modified without written approval from an authorized representative of Passport. A logo of the Client's brand can be included on signage as long as such is provided to Passport with proper authorization in advance of production of signage. It takes one week to design signage and up to an additional 3 weeks for the signs and decals to be printed and shipped, assuming timely review and approval by the Client. Client may purchase additional signs and decals from Passport at the following cost: • 12x18in $20/sign • 18x24in $30/sign • 4x3in $2/decal • 5x1.75in $2/decal • 6x12in $5/decal • Plus any shipping and taxes. Where signage is provided to Client at a discount to its actual production and ongoing maintenance cost, any customization that the client requests will be chargeable at a rate of $175/hour and such customizations are subject to approval by an authorized representative of Passport. III. Client Obligations 1. Client will provide operational information in a timely manner. This includes but is not limited to: merchant services inquiries; parking locations; parking location rates; marketing direction and approvals; 2. Client will provide a list of stakeholders for preliminary implementation; 3. Client will provide a list of stakeholders for ongoing post -launch administration; 4. Client will provide names, phone numbers, and email addresses for third -party technical liaisons in the case of work requiring services beyond Passport's and Client's offerings; Client will facilitate partner discussions for contracted scope; 5. Client will make good faith efforts to facilitate the continued progress of the launch implementation period and throughout future needs from Client or Passport; 6. Client will perform user acceptance testing to confirm the accuracy of configured attributes. IV. Project Management The Project Manager will work closely with Client to put together a tailored project plan using the tool Smartsheet, which will lay out the milestones and timeline needed to ensure a successful project and launch. This plan will be monitored and updated throughout the process and discussed during the weekly status meeting. The weekly status meeting will be scheduled by the Project Manager and will give an overview of the current week's progress, review any issues, and plan for the following week. As an output of the weekly status meeting, the Project Manager will deliver an updated project plan along with a weekly status report recapping any issues, risks and dependencies. A. Estimated Implementation Timeline • Most implementation timelines are within 90 calendar days from execution of the SOW. Passport will estimate the implementation timeline following contract execution and review of Client's operational needs and partner integrations. o The estimated timeline is highly dependent upon the Client Obligations being satisfied successfully at project inception o Implementation time can be reduced or extended pending confirmation of scope and development requirements, and any following changes to scope and development requirements V. Project Change Control Changes may be required to manage unanticipated or new information that may arise during the course of implementation and delivery of this solution that impacts an existing (or creates a new) deliverable, restriction, milestone, or dependency. This Project Change Control process is meant to enforce a process to ensure changes are tracked and approved appropriately throughout the project. In cases where changes are identified, a change request will be processed as follows: 1. Passport representative will complete a change request form, describing the change to be evaluated. 2. Passport will perform an impact assessment (cost, schedule, risk, etc) and provide a recommendation for how to achieve the Client's objectives in the context of the latest information. 3. Client will decide whether or not to proceed with the recommendation of Passport or to suggest an alternative approach. 4. If approved by Client and Passport (email shall suffice), such change request document will be incorporated as part of this SOW. Change requests may incur additional fees as appropriate. However, Client shall have no obligation to pay for, and Passport shall have no obligation to fulfill, the implementation of such a change request until both Parties have approved it. Upon approval by the Parties, the impact assessment associated with such change request shall augment any prior commitments or estimates of timeline and pricing in this SOW, which shall no longer apply. Passport will use commercially reasonable efforts to maintain the timeline and costs associated with this SOW, augmented by any and all change requests approved by the Parties. VI. Training Training services and fees are outlined in the Pricing Schedule. A detailed training plan will be delivered for Client feedback and approval during the implementation phase. VII. Marketing Services Passport offers in-house marketing services for initial Client launch and for ongoing Client lifecycle. Parties shall agree to Client's procurement and Passport's provision of services before executing any marketing services. VIII. Client and Customer Support Passport offers the following client and customer support services throughout the Client lifecycle. These services shall follow the fee schedule outlined in the Pricing Schedule. CLIENT SUCCESS PRODUCT SUPPORT ❑ Expertise: Industry&Business ❑ Focus: Adoption ❑ Resources: Assigned ❑ Availability: Sam - Spm ET M -F ❑ Channels: Email, Phone ❑ Interaction: Remote, On -Site, & Conferences CUSTOMER SUPPORT ❑ Expertise: Parker Support ❑ Focus: Issue Resolution ❑ Resources: Teamed ❑ Availability: Sam - Spm ET M -F ❑ Channels: Tickets via support@ ❑ Interaction: Remote Customer Support Team n art" Passport Intsm ❑ Expertise: Product ❑ Focus: Technical, Training & Troubleshooting ❑ Resources: Teamed ❑ Availability: Sam - Spin ET M -F ❑ Channels halaftWnnrtlnc.cnm, 980-939-0990 ❑ Interaction: Remote Product Support Team help@passportmccom IX. Project Sign -Off At all times, Client shall keep a current list of stakeholders, each of whom are authorized and entitled to provide or request data and are authorized to approve and sign -off upon project specific deliverables and milestones. Client shall present this list to Passport before project kickoff and notify Passport immediately upon any change in the list. M:aI-MINQ FEE SCHEDULE Per Transaction MPP Service and License Fee' $0.35 Monthly Minimum Fees N/A Merchant of Record for Transactions: X Passport Provider Passport Merchant Processing Rate Per Transaction: Included in MPP Service and License Fee Payment Gateway Provider.X Passport Other Passport Gateway Fee Per Transact4�Included on: in MPP Service and License Fee ' An MPP "transaction" is a single session lasting less than twenty-four (24) hours in duration. City may choose to pass through this "per transaction" fee to end users in the form of a convenience fee up to $0.35 payable by the end user. ACORN® CERTIFICATE OF LIABILITY INSURANCE �� DATE(MMIDDIYYYY) 02123/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Michael Sullivan PNHO H (844) 436-2765 FAX Ne: Embroker Insurance Services LLC EMAIL ADDRESS: mike@embroker.com 24 Shotwell St INSURERS AFFORDING COVERAGE NAICIT INSURER A: ACE Property and Casualty Insurance Company 20699C San Francisco CA 94103 INSURED INSURER B: Chubb Indemnity Insurance Company 12777 INSURER Hudson Specialty Insurance Company Passport Labs, Inc. INSURER D INSURER E: 128 S. Tyron Street, Ste. 2200 1 INSURER F: Charlotte NC 28202 COVERAGES CERTIFICATE NUMBER: 777 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDL SURR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP IY MMIDDYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1,000,000 CLAIMS -MADE IX -1 OCCUR PREMISES Ea occ.nenc $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL a ADV INJURY $ 1,000,000 A Y TECNCD394346721 04/01/2017 04/01/2018 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑PE'C'T LOC PRODUCTS - COMP/OP AGG $ 2,000,000 I S OTHER: I AUTOMOBILE LIABILITY EOe INEDiden SINGLE LIMIT g 1,000,000 BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y TECNCD394346721 04/D1/2017 04/01/2018 BODILY INJURY (Per accident) $ PROPERTY—DAMAGE $ Per accident HIRED �/ NON -OWNED X AUTOS ONLY AUTOS ONLY X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE s 5,000,000 A EXCESS LIAB CLAIMS -MADE Y UMBNCD394348301 04/01/2017 04/01/2018 DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY IN Y ANYPROPRIETORIPARTNERIEXECUTIVE ❑ OFFICE RIM EMBER EXCLUDED) (Mandatory In NH) NIA (18)7176-06.42 04/01/2017 04/01/2018 X STAT UTE ER EL EACH ACCIDENT $ 1,000.000 E. L. DISEASE - EA EMPLOYEE S 1,000.000 E.L. DISEASE -POLICY LIMIT S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below C Tech Ia EMT126123 08/07/2017 08/07/2018 ac Itc , DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seal Beach is listed as Additional Insured on the General Liability as per written contract. CERTIFICATE HOLDER CANCELLATION @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 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 Seal Beach 211 8th Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD