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HomeMy WebLinkAboutAGMT - SDI Presence LLC (ERP Project Management Services)PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 8th Street Seal Beach, CA 90740 and SDI Presence LLC 200 E. Randolph Street, Suite 3550 Chicago, IL 60601 (714) 975-4150 This Professional Service Agreement ("the Agreement') is made as of April 9, 2021 (the "Effective Date"), by and between SDI Presence LLC, a Delaware limited liability company ("Consultant'), and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). S7296 -0001X25164570 .doc RECITALS A. City desires to utilize the services of Consultant as an independent contractor to perform certain professional services to support the finance department. B. Consultant represents that it is fully qualified and able to provide City with such services by virtue of its experience and the training, education, and expertise of its principals and employees. 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 to the City those professional, IT project management services to support the City's Enterprise Resource Planning System Implementation Project (°Services") set forth in the Consultant's Proposal, attached hereto as Exhibit A and 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. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 1.5. Consultant will not be compensated for any work performed not specked in the Scope of Services unless the City authorizes such work in 2of18 S7296-0001 12516457v 1. doc advance and in writing. Payment for additional work in excess of this amount requires prior authorization by the City Manager or City Council, as appropriate. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of one (1) year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation 3.1. For performing and completing the Services in accordance with this Agreement, City will pay Consultant in accordance with Exhibit A, but in no event will the City pay more than the not -to -exceed amount of $30,000.00. Said amount shall constitute payment in full for all Services performed hereunder. City shall make payments to Consultant on account of the contract sum upon completion of the Services, in the manner, and upon the conditions specified in this Agreement. 3.2. Any additional work authorized by the City pursuant to Section 1.5 will be compensated in accordance with the fee schedule set forth in Exhibit A or as otherwise agreed to by the Parties in writing. 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 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. 3of18 S 7296-000112516457v 1. d oc 6.0 Party Representatives This Agreement may be terminated by City upon 10 days' prior written 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. 6.1. Jill Ingram, City Manager, is the City's representative for purposes of this Agreement. 6.2. Misty Cheng is the Consultant's primary representative for purposes of this Agreement. 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: SDI Presence LLC 200 E. Randolph Street, Suite 3550 Chicago, IL 60601 Attn: David Gupta, CEO 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Consultant 8.1. Consultant is an independent Consultant and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 4of18 S7296-0001 \2516457v1.doc 8.2. All of Consultant's employees and other personnel performing any of the 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 and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any 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, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subconsultants providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 8.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this 5of18 S7296-000112516457v1.doc 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. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 8.5. The provisions of this Section 8.0 shall survive the expiration or termination of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent Consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 10.0 Information and Documents. A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively "Data") developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subconsultants shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered 6 of 18 S7296-0001 \2516457v1.doc "voluntary," provided Consultant gives City notice of such court order or subpoena. B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. C. All Data required to be furnished to City in connection with this Agreement shall become City's property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City's sole property and may be used, reused or otherwise disposed of by City without Consultant's permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant. D. Consultant's covenants under this Section shall survive the expiration or termination of this Agreement. 11.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 12.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Work. 13.0 Insurance 13.1. 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 7of18 S7296-0001 \2516457v 1. doc 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. 13.2. 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 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. 13.3. 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, 8of18 S7296-0001 \2516457v 1.doc operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 13.4. 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. 13.5. 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. 13.6. Consultant shall require each of its subconsultants that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. 14.0 Indemnity 14.1.To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent Consultants in the role of City officials (collectively "Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the negligent acts or omissions or willful misconduct of Consultant, its officers, agents, servants, employees, subconsultants, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 9of18 S7296-000112516457v1.doc 14.2. Civil Code Exception. Nothing in this Section shall be construed to encompass Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code Section 2782(a) or the City's active negligence to the limited extent that the Agreement is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. 14.3. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent Consultant relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers' compensation laws. City may 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 subsection 13.3. 14.4.Subconsultant Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the negligent acts or omissions or willful misconduct of Consultant's subconsultant, its officers, agents, servants, employees, subconsultants, materialmen, Consultants or their officers, agents, servants or employees (or any entity or individual that Consultant's subconsultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 14.5. Workers' Compensation Acts not Limiting. Consultant's indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers. 14.6. Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by 10 of 18 57296-000112516457v 1. doc City, or the deposit with City, of any insurance policy or certificate required pursuant to this Contract. 14.7. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor. 14.8.Survival. The provisions of this Section shall survive the termination of the Agreement and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 15.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subconsultant, 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. 16.0 Labor Certification Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which 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 I will comply with such provisions before commencing the performance of the Work of this Contract." 17.0 Force Majeure Neither City nor Consultant shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party 11 of 18 S7296 OOM2516457 1.doc shall be considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other promptly in writing in accordance with Section 7 of this Agreement of each such excusable delay, its cause and its expected delay, and shall upon request update such advice. 18.0 Entire Agreement 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. 19.0 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. 20.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 22.0 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. 12 of 18 S7296-000112516457v1.doc 23.0 Corrections. In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction. 24.0 Non -Appropriation of Funds Payments to be made to Consultant by City for services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant's services beyond the current fiscal year, this Agreement shall cover payment for Consultant's services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 25.0 Prohibited Interests; Conflict of Interest 26.1. 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. 26.2. 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 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. 13 of 18 S7296-0001 V516457v 1.doc 26.3. 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. 26.0 Mutual Cooperation. 26.1. City's Cooperation. City shall provide Consultant with all pertinent Data, documents, and other requested information as is reasonably available for Consultant's proper performance of the Services required under this Agreement. 26.2. _Consultant's Cooperation. In the event any claim or action is brought against City relating to Consultant's performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires. 27.0 Audit Consultant shall maintain complete and accurate records with respect to all Work and other matters covered under this Agreement, including but expressly not limited to, all Work performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Work provided in sufficient detail to permit an evaluation of all Work in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, and upon 48 hours' prior written notice to Consultant from City, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Work under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Work and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. 28.0 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 14 of 18 S72964=1 \2516457v1.doc the losing party all of its attorneys' fees and other costs incurred in connection therewith. 29.0 Interpretation In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 30.0 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. 31.0 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. S7296-000112516457v1.doc 15 of 18 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH M Attest: M Approved as to Foran: By: raig A. Steele, City Attorney S7296-0001 V5164570 .doc SDI PRESENCE LLC �J By: Name: David Gupta CEO Name: Sharee L. Wolff Its: CFO (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 16 of 18 EXHIBIT A SCOPE OF WORK SDI will provide project management services for the implementation of the City of Seal Beach's new Enterprise Resource Planning system. Below is a description of typical tasks and related activities and deliverables that are completed as part of our project management activities. SDI will coordinate project tasks and activities in conjunction with the City's Project Sponsor to ensure SDI is focusing our resources in the areas that are most beneficial to the City. Monitor & Control Project Execution TASK DESCRIPTION: Working with the software company's Project Manager, SDI will develop the project plan that will govern the work to be completed. SDI will then monitor the project execution using all the plans, schedules, procedures, and standards prepared for the project. This will include ensuring that regular status reports are provided and discussed at project review meetings with the Project Sponsor and appropriate participants. These reviews will include performance measures for the completion of tasks and activities in accordance with the project plan, communication plan, risk management plan, and quality assurance plan. DELIVERABLES: Project Plan, Biweekly Project Status Reports, Risk / Issue Tracking Logs, and Vendor Deliverables Review Support Business Process Review Chane Management and New System TASK DESCRIPTION: SDI will assist the City with reviewing business processes to help identify areas where a business process change may result in improved efficiencies. SDI will provide suggestions and recommendations for business process improvements in conjunction with the City's project team, and will participate in system configuration to help ensure appropriate configuration specifications for the new system. Support Conversion Requirements Development TASK DESCRIPTION: SDI will assist in defining conversion and testing requirements for items that must be converted into the new system. Support User Acceptance Testin TASK DESCRIPTION: SDI will assist the City in preparing for user acceptance testing of the configured system, including functional tests, security tests, access control capabilities, the identification and resolution of acceptance test issues, and the system documentation provided by the software vendor. Support End User Training TASK DESCRIPTION: SDI will assist the City in identifying training requirements and creating schedules for both users and technical personnel. Training should be sufficiently detailed and comprehensive to ensure that City staff will be able to effectively use the system and support it after implementation. 17 of 18 S7296-0001 %2516457v1.doc Complete Readiness Assessment TASK DESCRIPTION: SDI will develop a checklist to be used to assess the City's operational readiness for the new system implementation, including staffing / training, operational procedures, change management, system maintenance procedures, disaster recovery / backup plan, technology refreshment plan, and preventive maintenance plan. DELIVERABLE: Readiness Assessment Checklist Support Cutover Planning & Execution TASK DESCRIPTION: SDI will provide support for a phased cut -over in which different system modules are implemented and moved into production on a staggered schedule. Com late Post Implementation Evaluation Review PIER TASK DESCRIPTION: Following system implementation, SDI will conduct a post - implementation evaluation review (PIER) to measure the value gained by implementing the new system. The PIER will provide for organizational learning by documenting the success of the project and the reasons for that success. It will also identify areas the City may wish to revisit in terms of full implementation of all modules, related features and functionality. DELIVERABLE: Post Implementation Evaluation Report s7296-OW125164570.doc 18 of 18 oRo CERTIFICATE OF 11ABI L-1 T INSURANCE DATE (MM/DD/yyyy) 2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE /CERTIFICATE HOLDER. THIS 4/8/2021 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 11.1 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 LOCKTON COMPANIES 500 West Monroe, Suite 3400 NAME.— CHICAGO IL 60661 PHONE FAX (312) 669-6900 E MAIC A/c No): INSURED 1461545 SDI Presence LLC 200 E. Randolph St Ste 3550 Chicago IL 60601 B: Travelers Proveq Cas C: Co of America --' taKTIFICATE NUMBER: 17474458 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD REVISION NUMBER: XXXXXXX INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM A 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 CI PAID CLAIMS. 4SR .TR TYPE OF INSURANCE ADDL SUBR COMMERCIAL GENERAL LIABILITY POLICY NUMBER MM/DDY EFF MM DDy A X LIMITS Y N 711-01-58-83-0003 CLAIMS -MADE CI OCCUR 6/1/2020 6/1/2021 EACH OCCURRENCE $ 1,000,000 PREM SES Ea occu encs $ 1,000-000 MED EXP lAnv..ne..e-.,.._, - in n GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY El° LOC PERSONAL & ADV INJURY GENERAL $ 1 000 000 AGGREGATE $ 2 000 000 OTHER: A AUTOMOBILE LIABILITY PRODUCTS - COMP/OP AGG $ 2 000 000 Y N 711-01-58-83-0003 X ANY AUTO 6/1/2020 6/1/2021 COMBINED SINGLE LIMIT $ OWNED SCHEDULED Ea accident $ 1,000,000 AUTOS ONLY AUTOS HIRED BODILY INJURY (Per person) $ XXXXXXX NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE Per accident $ XXXXXXX A X UMBRELLA LIAB OCCUR N -01-58-83-0003 EXCESS LIAB XN 711 6/1/2020 $ XXXXXXX CLAIMS -MADE 6/1/2021 EacrtoccuRRENCE $ 10,000.000 DED RETENTION $ A WORKERS COMPENSATION AGGREGATE $ 1 O 000 000 AND EMPLOYERS' LIABILITY N ANY PROPRIETOR/PARTNER/EXECUTIVE Y/H 406-04-45-94-0003 6/1/2020 6/1/2021 XPER virl. $ XXXXXXX OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N / A STAT T ER If yes, describe under E.L. EA CH ACCIDENT $ 1 000 000 DESCRIPTION OF OPERATIONS below B Professional Liability/ E.L. DISEASE - EA EMPLOYEE $ 1 000 000 Errors and Omissions N N ZPL-91N34346 E.L. DISEASE - POLICY LIMIT 12/1/2020 $ 000 000 12/1/2021 $1OM Each Claim & Agg Li mit $50,000 Deductible DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, City, its directors, officials, may be attached if more space is required) officers, employees, agents and volunteers are included as additional insured if required by written contract with respect General and Automobile Liability per the terms and conditions of the policy; on a Primary to General Liability the per terms and conditions of the policy. to and Non-contributory basis if required by written contract with respect 17474458 City of Seal Beach 211 8th Street Seal Beach CA 90740 ACORD 25 (2016/03) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRE4E IVE The ACORD name and logo are registered @ 1988-2019 marks of CORD RD CORPORAT ON. All rights reserved. Attachment Code: D563661 Master ID: 1461545, Certificate ID: 17474458 /A49 WI!n City of Seal Beach To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 17474458. Email: ChicagoedeliveryCa)lockton com Phone: 866-297-8023 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 500 W. Monroe Street, Suite 3400 Chicago, IL 60661 Policy Number: 711-01-58-83-0003 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Section I - Coverages 1. Expected or Intended Injury (Property Damage) 2. Non -Owned Aircraft and Watercraft Under 55 Feet 3. Broadened Property Damage - Rented Premises, Borrowed Equipment and Use of Elevators 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses b. Electronic Chatrooms or Bulletin Boards 5. Medical Payments - Increased Limits and Time Period 6. Product Recall Expense Coverage 7. Supplementary Payments - Cost of Bail Bonds and Loss of Earnings B. Section II - Who is an Insured I. Broadened Named Insured 2. Additional Insured - Broad Form Vendor 3. Additional Insured -Written Contract, Agreement, Permit or Authorization A. bectlon 1- Coverages 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5. User of Covered Watercraft 6. Newly Acquired or Formed Organizations C. Section III - Limits of Insurance - Aggregate Limit Per Location D. Section IV- Commercial General Liability Conditions 1. Duties in Event of Occurrence, Offense, Claim or Suit 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V - Definitions I. Bodily Injury - Includes Mental Anguish 2. Coverage Territory - Worldwide 3. Mobile Equipment - Self -Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight 1. Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I - Coverages - Coverage A - Bodily Injury and Property Damage Liability: This exclusion does not apply to "property damage" resulting from the use of reasonable force to protect persons or property. 2. Non -Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I - Coverages - Coverage A - Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a) of Section I - Coverages - Coverage A - Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 &INSURED C. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage — Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I — Coverages — Coverage A - Bodily Injury and Property Damage Liability: Paragraph (1) of this exclusion does not apply to "property damage" to real property you rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to "property damage" to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to "property damage" arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section III — Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c. The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I — Coverages — Coverage B — Personal and Advertising Injury Liability: "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I — Coverages — Coverage B — Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments — Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I — Coverage C — Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 Of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 b. The following is added to Paragraph 7. of Section III — Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I — Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay "product recall expense" incurred by you or on your behalf for a "covered recall" to which this insurance applies. This insurance applies to "product recall expense" for a "covered recall" that takes place in the "coverage territory" and during the policy period. The amount we will pay for "product recall expense" is limited as described in Section III — Limits Of Insurance. We will only pay the amount of "product recall expense" in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each "covered recall" that is initiated. b. The following is added to Section III — Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all "product recall expense" incurred for all "covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. C. The following is added Section IV — Commercial General Liability Conditions: Duties In The Event Of "Covered Recall" 1. You must report a "covered recall" to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated "covered recall" that may result in "product recall expense": (a) Give us notice of any discovery or notification that "your product" must be withdrawn or recalled, including a description of "your product" and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect "your product" and take damaged and undamaged samples of "your products" for inspection, testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 (e) Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. An insured's answers to the examination must be signed. d. The following are added to Section V — Definitions: "Covered recall" means a recall of "your product" made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in, or will result in, "bodily injury" or "property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements" and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non -salaried "employees"; (4) Expenses for hiring "temporary workers"; (5) Expenses incurred by "employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of "your product" if the disposal is necessary to avoid "bodily injury" or "property damage" and is other than regularly used to discard, trash or dispose of "your product". b. Does not include the following: (1) Damages, fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of "your product" that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. 7. Supplementary Payments — Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments — Coverages A and B in Section I — Coverages: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 Copyright 2017, OneBeacon Insurance Group LLC B. Section II — Who is an Insured 1. Broadened Named Insured Section II — Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. Additional Insured — Broad Form Vendor a. Section II — Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as "vendor") with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury' or "property damage" arising out of "your products" that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the "products -completed operations hazard" is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For "bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless that the vendor would have otherwise been liable for such "bodily injury" or "property damage" in the absence of that contract or agreement; or (4) For "bodily injury" or "property damage" caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) Repackaging, except when 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; (d) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) In the course of repackaging "your products" in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of "your products" performed at the vendor's premises in connection with the sale of the product; or (iii) An inspection, adjustment, test or servicing of "your products" the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 c. The following is added to Section III — Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured —Written Contract, Agreement, Permit or Authorization a. Section II —Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury', "property damage" or "personal and advertising injury' in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury', "property damage" or "personal and advertising injury' in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury', "property damage" or "personal and advertising injury' in connection with premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the "bodily injury", "property damage" or "personal and advertising injury" occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The "occurrence" takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage" or "personal and advertising injury' arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the "bodily injury', "property damage" or "personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the `occurrence" which caused the "bodily injury' or "property damage", or the offense which caused the "personal and advertising injury', involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 (f) "Bodily injury" or "property damage" occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d) of Section II — Who Is An Insured: But an "employee" or "volunteer worker' employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured "employee" or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section II — Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury" to that person's or organization's "employee"; or b. "Property damage" to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section 11— Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III — Limits of Insurance — Aggregate Limit Per Location The following is added to Paragraph 2. of Section III — Limits Of Insurance: The General Aggregate Limit applies separately to each "location" of yours. As used in this provision, "location" means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D. Section IV — Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or "suit", or send us documents concerning a claim or "suit", apply only if the "occurrence", offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report the "occurrence" or offense to your workers' compensation insurer and that "occurrence" or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence" or offense is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV — Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" included within the "products -completed operations hazard" if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the "bodily injury" or "property damage" occurs and requires you to waive your rights of recovery. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph 3. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory — Worldwide The following replaces Paragraph 4. of Section V — Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment — Self -Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 121(1) of Section V — Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered "mobile equipment' and not an "auto". VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Copyright 2017, OneBeacon Insurance Group LLC 9 Policy Number: 711-01-58-83-0003 COMMERCIAL GENERAL LIABILITY CG 20 01 1219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 1219 © Insurance Services Office, Inc., 2018 Page 1 of 1 E -INSURED Policy Number: 711-01-58-83-0003 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage - Executive Officers and Certain Individuals B. Section II - Covered Autos Liability Coverage 1. Additional Insured -Written Contract, Agreement, Permit or Authorization 2. Broadened Named Insured 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations 5. Supplementary Payments - Bail Bonds and Loss of Earnings C. Section III - Physical Damage Coverage 1. Hired Auto Physical Damage Coverage 2. Towing - Any Covered Autos 3. Transportation Expenses Increased 4. Loss of Use Expenses Increased 5. Other Coverage Extensions a. Airbag Discharge b. Auto Theft Reward c. Loan/Lease Gap Coverage d. Rental Reimbursement 6. Diminution in Value 7. Communications Equipment 8. Deductible Waived For Glass Repair D. Section IV - Business Auto Conditions 1. Duties in Event of Accident, Claim, Suitor Loss 2. Waiver of Subrogation When Required by Written Contract or Agreement E. Section V - Definitions 1. Bodily Injury- Includes Mental Anguish 2. Executive Officer A. Drive Other Car Coverage - Executive Officers and Certain Individuals 1. The following is added to Section I -Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos" in the care, custody or control of an "insured" described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered "autos". But this does not include any "auto": (1) Owned by any "insured" described in Paragraph 2. below, or any member of their household, including any "auto" that is owned but not insured; (2) Used by an "insured" described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an Insured" described in Paragraph 2. below, and their family members residing in the same household, are "insureds" while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any "auto" you do not own, hire, lease or borrow, except an "auto" owned by an "insured" described in Paragraph 2. below or members of their household, or an "auto" insured or covered under any other policy. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, OneBeacon Insurance Group LLC 9 E -INSURED 2. With respect to Drive Other Car Coverage only, Paragraph A.1. Who is an Insured of Section II — Liability Coverage is amended to include as an "insured" the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your "executive officers" and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an "auto" you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an "auto" you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV — Business Auto Conditions, Drive Other Car Coverage is primary. B. Section II — Covered Autos Liability Coverage I. Additional Insured — Written Contract, Agreement, Permit or Authorization Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an additional "insured" any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for "bodily injury" or "property damage" caused in whole or in part by your maintenance, operation or use of a covered "auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the "accident" that caused the "bodily injury" or "property damage"; b. To any person or organization included as an "insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of "autos" when their contract or agreement with you for such leased "auto" ends or the lessor or its agent takes possession of the "auto". 2. Broadened Named Insured Paragraph A.I. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.I. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" your "employee" while: (1) Using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. (2) Operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II — Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV — Business Auto Conditions: Any covered "auto" hired or rented without a driver by your "employee" under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered "auto" you own. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Pae 2 of 5 Copyright 2018, OneBeacon Insurance Group LLC 9 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II — Covered Autos Liability Coverage is amended to include as an "insured" any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to "bodily injury" or "property damage" caused by an "accident" that occurred before you acquired or formed the organization. 5. Supplementary Payments — Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II — Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Section III — Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired "autos" are covered "autos" under Section II — Covered Autos Liability Coverage and this Policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto" you own, a hired "auto" will be deemed a covered "auto" for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for "loss" to any hired "auto" is the lesser of: (a) $75,000 for "autos" of the private passenger type and $50,000 for all other "autos'; (b) The actual cash value of the damaged or stolen property as of the time of the "loss'; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an "auto" you own. (3) This insurance is excess over any other valid and collectible insurance, whether such insurance is primary, excess, contingent or on any other basis. 2. Towing — Any Covered Autos The following replaces Paragraph A.2. Towing of Section III — Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered "auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a. Transportation Expenses of Section III — Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered "auto" of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A -4-b- Loss Of Use Expenses of Section III — Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III — Physical Damage Coverage: VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, OneBeacon Insurance Group LLC a. Airbag Discharge We will pay to reset or replace a covered "auto's" airbag that accidentally discharges without the "auto" being involved in an "accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered "auto". But we will not pay a reward to you, any family members or "employees" or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered "auto" is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional "insured", and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the "auto" at the time of "loss" and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an "auto" of the private passenger type because of "loss" to a covered "auto" of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the "loss" and ending, regardless of the policy period, six days after the "loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve "auto" is available to you. (4) If "loss" is because of the total theft of a covered "auto", we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion 6.6. of Section III — Physical Damage Coverage: This exclusion does not apply to "diminution in value" of a covered "auto" of the private passenger type used in the conduct of the "insured's" business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such "diminution in value" is the lesser of: a. 20 percent of the actual cash value of the "auto" as of the time of the "loss"; or b. $7,500. Communications Equipment The following is added to Paragraph B. Exclusions of Section III — Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered "auto" and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; VCA 20106 18 Includes copyrighted n hted material of Insurance Services Office, Inc., with its permission. Copyright 2018, OneBeacon Insurance Group LLC Page 4 of 5 c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to "loss" to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one "loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III — Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV — Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions: The requirements that you must notify us of an "accident", claim, "suit" or "loss", or send us documents concerning a claim or "suit", apply only if the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer" or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit" or "loss" does not apply if you report the "accident", claim, "suit" or "loss" to your workers' compensation insurer and the "accident", claim, "suit" or "loss" later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit" or "loss" is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV — Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV — Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", but only if the "insured contract" is executed before the "accident" or "loss" occurs. E. Section V — Definitions 1. Bodily Injury — Includes Mental Anguish The following is added to Paragraph C. of Section V — Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V — Definitions: "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 20106 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright 2018, OneBeacon Insurance Group LLC Page 5 of 5