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CDW Government LLC; 2018-11-01;
October 30, 2018 Item #2 Page 5 of 35 SUPPLEMENT AL TERMS & CONDITIONS to the NATIONAL IPA CONTRACT #2018011-01 These Supplemental Terrrs and Conditions to the National IPA Contract #2018011-01, ("Agreement") dated as of this \St' day of l'J~~2018 is between CDW Government LLC, having its principal office and place of business at 230 N. Milwaukee Avenue, Vernon Hills, IL 60061, ("Contractor'') and CITY OF CARLSBAD, a municipal corporation ("City"). The City is undertaking certain activities related to acquiring Information Technology Products, Solutions and Services and the City desires to engage the Contractor to provide work in connection with such undertakings of the City. RECITALS A. City requires Products and professional services of a consulting services firm that is experienced in information technology deployment services. B. Contractor has the necessary experience in providing professional services and advice related to information technology deployment services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. D. Contractor was awarded National IPA Contract #2018011-01 ("NIPA Contract") pursuant to a solicitation process. The NIPA Contract has been in effect since February 28, 2018. Now, therefore, in consideration recitals and the mutual covenants contained herein, the City and Contractor agree as follows: Unless expressly amended and/or superseded, the terms and conditions of this Agreement shall include, and expressly incorporate herein, all the terms and conditions of National IPA Contract # 2018011-01, signed and dated by the City of Mesa, Arizona, a copy of which is attached hereto. For purposes of this Agreement, any and all references to the City of Mesa, AZ in the NIPA Contract shall also be a reference and include the City of Carlsbad, CA. The parties agree that, to the extent the terms in this Agreement contradict or are in any way inconsistent with any term in the NIPA Contract, the terms in this Agreement shall prevail. The following terms of the NIPA Contract are hereby specifically modified solely for the purposes of this Agreement: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render those services that are defined in attached ATTACHMENT "A" (the "Services"), which is incorporated by this reference in accordance with this Agreement's terms and conditions. Proprietary and Confidential Version 3. Template 151014-1 Drafted by Desiree Pagan. REQ-E34255 Page I October 30, 2018 Item #2 Page 6 of 35 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION RESERVED 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page2 October 30, 2018 Item #2 Page 7 of 35 7. SUBCONTRACTING All Services pertormed under this Agreement will be pertormed by Contractor or its authorized subcontractors who have been identified to Customer and approved by Customer in advance, such approval not to be unreasonably withheld. Notwithstanding any delegation of Services, Contractor will remain primarily responsible for the pertormance of the Services. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. a. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including reasonable attorney's fees arising out of the pertormance of the work described herein caused by any negligence errors, acts, mistakes or omissions by Contractor or any subcontractor, or willful misconduct of the Contractor, any subcontractor. However, notwithstanding the prior sentence, any claim shall not be an indemnified claim if such claim or damage was caused in whole by the actions of the City, its employees, agents, contractors or representatives. Under no circumstances shall either party be liable to the other for any indirect, special or consequential damages (including, but not limited to, loss of profits, interest, earnings or use) whether arising in contract, tort or otherwise. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement Ill Ill Ill Ill Ill Ill Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page3 October 30, 2018 Item #2 Page 8 of 35 10. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Title Ruthann Pearlman Client Service Manager Department _I_T _______ _ City of Carlsbad Address 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 760.602.7592 For Contractor Name General Counsel Title General Counsel Address 230 N. Milwaukee Avenue Vernon Hills, IL 60061 Phone No. ----------- Em a i I CDWG-PremiumPages@cdw Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 11. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes D No~ 12. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page4 October 30, 2018 Item #2 Page 9 of 35 13. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 14. TERMINATION RESERVED. 15. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, thefull amount of the fee, commission, percentage, brokerage fees, gift, or contingentfee. 16. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 17. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page5 October 30, 2018 Item #2 Page 10 of 35 18. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 19. WARRANT! ES RESERVED. 20. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. • Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. • Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page6 October 30, 2018 Item #2 Page 11 of 35 • Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. • Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. • Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. • Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: • The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. • Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. • This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. Proprietary and Confidential Version 3, Template 15!014-1 Drafted by Desiree Pagan, REQ-E34255 Page7 October 30, 2018 Item #2 Page 12 of 35 21. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 22. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 23. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement IN WITNESS HEREOF, THE PARTIES HERETO HAVE CAUSED THIS SUPPLEMENT TO THE NATIONAL IPA CONTRACT #2018011-01 TO BE EXECUTED AND INSTITUTED ON THE DATE FIRST ABOVE WRITTEN. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page8 October 30, 2018 Item #2 Page 13 of 35 Project Name: Customer Name: CDW Affiliate: SOW Created Date: .. Version: ATTACHMENT A STATEMENT OF WORK ServiceNow ITOM Phase 1 Implementation Seller Representative: City of Carlsbad (CA) Rich Adams 8055590563 CDW Government LLC richada@cdw.com October 10, 2018 Solution Architect: 3 Christian Leonard This statement of work ("Statement of Work" or "SOW") is made and entered into on the date signed by both parties (the "SOW Effective Date") by and between the undersigned, CDW Government LLC ("Provider", "Seller" and "we") and City of Carlsbad (CA) ("Customer" and "you"). PROJECT DESCRIPTION PROJECT SCOPE KEY OBJECTIVES & REQUIREMENTS Provider held a scoping session with Customer to develop the high-level requirements that are to be the focus of this Statement of Work. Customer intends to implement ServiceNow to accomplish the following initial objectives, listed below by each major application area. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Weighted Breakdown of Total Project* Config (CMDB) 24% Asset 35% Page9 Discovery 41% October 30, 2018 Item #2 Page 14 of 35 These breakdowns are approximate and include configuration and a weighted portion of general activities such as planning, discovery, and engagement management. This is for illustration purposes only and will not be reported on during the project. HARDWARE ASSET MANAGEMENT (HAM) APPLICATION Provider will perform a baseline configuration of the ServiceNow Hardware Asset Management application. For additional details on what is included in the baseline application please reference: https://docs.serviccnow .com/bundle/ki ngston-i t-scrvicc-managernent/pa2:c/product/ asset- managemenl/concept/c AssctManagemcnt.html Based on scoping conversations Provider anticipates that the following modifications from the baseline configuration are planned for Customer implementation: • Configure and publish up to ten (10) Hardware Models in ServiceNow. All published asset models will use the procurement workflow • Track warranties as an attribute of assets • Configure up to ten (10) Vendors in ServiceNow • Configuration ofup to ten (10) Stockrooms and stock rules • Configure Asset procurement and receiving • Modify the out-of-the-box (OTB) procurement workflow in ServiceNow • Configuration of asset Decommissioning, including user notifications, certified recycling and asset destruction • Implement process for tracking and notifying users of Asset refresh cycles • A one-time import of suppletory asset data • A one-time import of asset financial data • A one-time import of non-discoverable asset data CONFIGURATION MANAGEMENT DATABASE (CMDB) APPLICATION Provider will perform a baseline configuration of the ServiceNow CMDB to ensure that it is being correctly populated by the ServiceNow Discovery data Configuration of the CMDB will be limit to the classification CI records and corresponding data points. For additional details on what is included in the baseline application please reference: https:/ /docs.scrvicenow .co m/hund le/ki ngston-serviccno w-pl atform/page/product/con figural ion- managemcnt/conccpl/c ITILConfiguratinnManagement.html SERVICENOW DISCOVERY Provider will implement ServiceNow Discovery, to include working with Customer's ServiceNow Administrator to configure up to three (3) MID Servers. Provider will also configure a limited set of credentials, IP address range, and discovery schedules, up to ten (10) total. Customer will be responsible for configuring additional MID Servers, credentials, IP address ranges, and discovery schedules. For additional details on what is included in the baseline application please reference: https ://docs.scrv ice now .corn/bu ndlc/ki n2:ston-it-opernt ions-managcmcn t/pagc/product/di scoverv /re forcnce/r-di scoverv .html During the initial scoping session, we identified additional future potential requirements or other items that are specifically excluded from the current scope. These items are not included in the current scope but are noted here for reference only: • ServiceNow will be upgraded to Enterprise Edition and be in fair working order on a current version (within two releases). Provider will not be responsible for additional effort and configuration caused by existing issues with the ServiceNow implementation. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 10 October 30, 2018 Item #2 Page 15 of 35 • Software Asset Management is not in scope of this estimate • Asset Procurement is not in scope of this estimate • Automated Service Mapping is not in scope of this estimate • Contract Management is not in scope of this estimate. • The creation of Service Maps is not in scope of this estimate. PROPOSED TIMELINE Provider estimates the Project will begin within 4 weeks from contract execution. Provider Engagement Manager will work with Customer project team to identify the proposed schedule during the beginning stage of the project. Significant changes in the expected project duration will be documented as a Change Order. If the increase in duration is the result of an increase in the number of active project weeks (rather than a pause to the project), the Change Order will also include an increase in project hours to accommodate the additional engagement management and Customer meetings that occur during these weeks even if there is no other change to scope. Desired Project Start Date: TBD METHODOLOGY Provider uses an Agile development approach, which provides a lightweight framework for helping teams maintain a focus on the rapid delivery of business value. Details regarding the implementation methodology. ESTIMATED EFFORT ESTIMATED CUSTOMER WORK EFFORT Based on the scope of services and assumptions set for the above, the Services related to this Project shall be performed on a fixed-fee basis plus expenses as set forth below in the Service Fee section. Additional charges may apply for scope changes, Change Orders, delays caused by Customer or third parties contracted by Customer, or events that Provider has no control over. Provider will provide the onsite portion of the Services at the designated Customer location and such other designated facilities as the parties may agree upon in writing. Services not specified in this SOW are considered out of scope and will be addressed with a separate SOW or Change Order. PROJECT SCHEDULING Provider requires at least 15 calendar days' prior notice to cancel or reschedule remote or on-site Service dates that have been scheduled with Customer. For scheduled Service days that are canceled or rescheduled by Customer with 15 or less calendar days' notice, Customer shall be charged and pay for the canceled/rescheduled Service days if Provider is not able to reassign the personnel to another project. For work requiring travel, Customer shall be responsible and pay for any travel costs that are incurred due to a cancellation, regardless of when the cancellation is made. TOTAL FEES The total fees due and payable under this SOW ("Total Fees") include both fees for Seller's performance of work ("Services Fees") and any other related costs and fees specified in the Expenses section ("Expenses"). Unless otherwise specified, taxes will be invoiced but are not included in any numbers or calculations provided herein. Seller will invoice for the Total Fees. SERVICES FEES Services Fees hereunder are FIXED FEES, meaning that the amount invoiced for the Services will be $140,391.25. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 11 October 30, 2018 Item #2 Page 16 of 35 The invoiced amount of Services Fees will equal the amount of fees applicable to each completed project milestone, as specified in Table 1. Table 1 -Services Fees .· Project Milestones Percentage Fees SOW Signature 50% $60,083.13 Completion of Examine Stage 20% (Documented stories received) $24,033.25 Completion of Create Stage 20% (ServicNow instance ready for UAT) $24,033.25 Completion of User Acceptance 10% Testing (UAT) $12,016.63 Initiation of 1st Quarter of Continuous 100% Improvement Program $8,000.00 Completion of Process Alignment 100% Workshop $7,275.00 Completion of Knowledge Transfer 100% Workshop $4,950.00 Totals 100% $140,391.25 EXPENSES All reasonable travel and living expenses for all Provider personnel who travel in support of the Project shall be billable at cost. All such expenses shall be borne solely by Customer. Customer is responsible for all applicable taxes, except for taxes due on the net income of Provider Work will be performed during normal business hours (SAM-5PM, Monday through Friday local time). Two (2) weeks' advance notice from Customer is required for any necessary travel by Seller personnel. CUSTOMER-DESIGNATED LOCATIONS Seller will provide Services benefiting the locations specified on the attached Exhibit ("Customer-Designated Locations"). Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 12 October 30, 2018 Item #2 Page 17 of 35 PROJECT-SPECIFIC TERMS 1. Customer is responsible for providing all physical and communications access, privileges, environmental conditions, properly functioning hardware and software, qualified personnel, project details, material information, decisions/directions, and personnel and stakeholder interviews that are reasonably necessary to assist and accommodate Seller's performance of the Services ("Customer Components"). 2. Seller is not responsible for delays in performance directly caused by the unavailability of the Customer Components and will have the right, with prior written notice and after a reasonable opportunity for Customer to correct the failure, to reassign Seller personnel to work unrelated to this SOW and the services hereunder or to invoice Customer for time Seller personnel are thereby idled if reassignment is not feasible. 3. Both parties will treat all employee personally identifiable information as confidential per the Agreement. 4. Customer will provide in advance and in writing, and Seller will follow, all applicable Customer safety and security rules and procedures. 5. Customer is responsible for security at all Customer-Designated Locations; Seller is not responsible for lost or stolen equipment. 6. THERE ARE NO DELIVERABLES PROVIDED BY SELLER UNDER THIS SOW. 7. SOME OR ALL OF THE SERVICES PROVIDED UNDER THIS SOW WILL BE PERFORMED BY SELLER'S SUBCONTRACTOR: APTRIS, INC. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 13 October 30, 2018 Item #2 Page 18 of 35 SOW TERMS AND CONDITIONS CONTACT PERS0N(S) Each Party will appoint a person to act as that Party's point of contact ("Contact Person") as the time for performance nears and will communicate that person's name and information to the other Party's Contact Person. The Customer Contact Person is authorized to approve materials and Services provided by Seller, and Seller may rely on the decisions and approvals made by the Customer Contact Person (except that Seller understands that Customer may require a different person to sign any Change Orders amending this SOW). The Customer Contact Person will manage all communications with Seller, and when Services are performed at a Customer-Designated Location, the Customer Contact Person will be present or available. The Parties' Contact Persons shall be authorized to approve changes in personnel and associated rates for Services under this SOW. PAYMENT TERMS Customer will pay invoices containing amounts authorized by this SOW within thirty (30) days of Customer's receipt of the invoice. Any objections to an invoice must be communicated to the Seller Contact Person within thirty (30) days after receipt of the invoice. CHANGE ORDERS This SOW may be modified or amended only in a writing signed by both Customer and Seller, generally in the form provided by Seller ("Change Order''). In the event of a conflict between the terms and conditions set forth in a fully executed Change Order and those set forth in this SOW or a prior fully executed Change Order, the terms and conditions of the most recent fully executed Change Order shall prevail. SIGNATURES In acknowledgement that the parties below have read and understood th· t ement of Work and agree to be bound by it, each party has caused this Statement of Work to be signed and transfe ed by ts respective authorized representative. CDW Government L1? / By:·:~ ~::'. :f;,~ ~TidJr,., Date: "1/11/lfi Mailing Address: 230 N. Milwaukee Ave. Vernon Hills, IL 60061 • The following PSM has given approval: Eric Rivard Proprietary and Confidential Version J. Template 151014-1 Drafted hy Desiree Pagan. REQ-E34255 Page 14 By: __ Name: _S:o\-\-·· C Title:. L~ ~~---- Date: • I~ j212\ lf2 Mailing Address: \ _ J Stcect \~ ~\517-"' Vt\~~ City/ST/ZIP: c~"1 s0i:! I CB:..32i:i02i Billing Contact (If different than above): Street: _________________ _ City/ST/ZIP: _____________ _ Asst/Deputy City Attorney City of Carlsbad, CA October 30, 2018 Item #2 Page 19 of 35 EXHIBIT A. APPLICATIONS: The following applications will be configured during this engagement. IT Service Management Asset Management Change Management Incident Management IT Cost Management Problem Management Release Management Service Catalog & Request Management lT Operations Management :Cloud Management :Configuration Automation Discovery ~vent Management Orchestration Orchestration -Password Reset Only Service Mapping (Service Watch) Service Automation Platform .· . · · . .. K:onfiguration Management (CMDB) Service Portal/ Content Management (CMS) K:ore System Configuration Employee Self Service OCnbound Email Actions !Knowledge Management Mobile !Notify !Reporting & Dashboards Service Level Management Skills Management Survey Management Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 .· . · Page 15 In Scope? (Yes if included) Yes IA vailable with Change Order IA vailable with Change Order ~vailable with Change Order ~ vailable with Change Order ~ vailable with Change Order ~ vailable with Change Order ·.· ~ vailable with Change Order ~ vailable with Change Order !Yes IA vailable with Change Order Available with Change Order ~ vailable with Change Order Available with Change Order · . Yes Available with Change Order Available with Change Order Available with Change Order Available with Change Order Available with Change Order Available with Change Order Available with Change Order Available with Change Order Available with Change Order Available with Change Order Available with Change Order October 30, 2018 Item #2 Page 20 of 35 OCT Service Management OCn Scope? (Yes if included) rfime Cards Available with Change Order Note: The availability of Items marked "Available with Change Order" in the table above will be available in an out-of-box fashion. Tailored configuration of these items is not within the scope of this project. Optional Items* Continuous Improvement Program, 1st Quarter (40 Hours) ITSM & ServiceNow Maturity Roadmap -Commercial ITSM Best Practices Overview Course (1 day for 12 Students) Material Cost for Additional Students, up to 25 Process Alignment Workshop Processes: 1 ServiceNow Fundamentals Admin Class (1 attendee, 3 days) ServiceNow Administrator Knowledge Transfer Workshops Processes: 3 Consultant Led Fulfiller Training Workshops Processes: 3 Consultant Led Application Testing Fulfiller W orkflow Documentation Processes: 3 Configuration Documentation Processes: 3 *NOTE: A portion of each optional item will be allocated toward project management of that item. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 16 Fee Included Yes $8,000.00 No $24,637.50 No $3,062.50 $62.50 0 Yes $7,275.00 0 $4,950.00 Yes $4,950.00 No $9,900.00 No $8,000.00 No $8,000.00 No $8,000.00 October 30, 2018 Item #2 Page 21 of 35 EXHIBIT B. CHANGE ORDER Any requests for services outside of this Statement of Work will be set forth in a Change Order executed by the parties. Tasks not specifically stated as being performed by Provider in this Statement of Work are outside of the scope of this project and are not covered under the time and fee estimates of this Statement of Work. Customer and Provider will agree upon a written description ( called a "Change of Scope") of changes prior to execution of additional services or costs outside of this Statement of Work. STATUS REPORTING The following status reporting mechanisms will be used throughout the project: • Weekly status report that includes issue, risk and project milestone updates. SCHEDULING POLICY Provider requires at least 15 calendar days' prior notice to cancel or reschedule remote or on-site Service dates that have been scheduled with Customer. For scheduled Service days that are canceled or rescheduled by Customer with 15 or less calendar days' notice, Customer shall be charged and pay for the canceled/rescheduled Service days if Provider is not able to reassign the personnel to another project. For work requiring travel, Customer shall be responsible and pay for any travel costs that are incurred due to a cancellation, regardless of when the cancellation is made. ASSUMPTIONS Customer acknowledges that its participation and cooperation is critical for the success of the Project. The following assumptions are based on information provided by Customer to Aptris relating to the Project scope and Customer's current business processes as of the date of this Statement of Work and have been used to compute the estimated level of effort and cost. Deviations from these assumptions may lead to commensurate changes in the timeline and fees: GENERAL 1. Based upon previous requirements discussions Provider has allocated an estimated work effort for the configuration of the ServiceN ow application. Additional time may be required if during the Examine stage of the project the requirements for these processes become more complex than initially conveyed. 2. Customer will provide the required resources and ensure active participation to ensure the implementation is successful. This will include executive decision maker, project leadership and management, subject matter experts, and technical resources. 3. Customer is responsible for definition and documentation of the business processes within scope for this implementation and implementing all business process changes required to support the implementation. 4. Customer is responsible for testing prior to production deployment. 5. Customer is responsible for end user training. 6. Clearly defined and documented functional requirements are completed during the Examine stage. 7. Onsite visits will be defined during the kick-off workshops in the Initiate stage. Customer's Project Manager and Provider Engagement Manager will manage onsite engagements in order to avoid extensive travel time. 8. Only English language services are in-scope DATA & INTEGRATIONS 1. Customer will supply all information to be imported in a supported format. Provider will not be responsible for data modification, cleansing or alteration before, during or after importing data. Supported formats are listed on the ServiceNow documentation site (htrps:/ /docs.service nm:v .corn). Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 17 October 30, 2018 Item #2 Page 22 of 35 2. Customer is responsible for configuring items needed for integration from non-ServiceNow systems. Provider will support the integration by providing experts related to ServiceNow integration technologies. IMPLEMENTATION METHODOLOGY Provider's implementation methodology includes six stages: Initiate, Examine, Plan, Create, Transition, and Closure. Each stage comprises its own set of unique tasks and is further defined below. Initiate OVERVIEW Examine s ~lll ~nat'&Js'\S oo:Drlktfll!i'.ffi i~E!'.lli11Ss'i " Tu "',/ = PRODUCT BACKLOG Plan SPRINT BACKLOG • Mobilize Provider Project team • Mobilize Customer Project team Create ~i\NG .,;,~•.·•. l "' 24HRS ; p 2 WEEKS • Introduction and preparation communications Transition -ISacl)Z lo; 0 "0 •• j;i;f~~] [e~tms . : POTENTIALLY SHIPPABLE PRODUCT INCREMENT • NOTE: ServiceNow project control template documents will be used to manage the implementation with minimal alterations based on Customer methodology requirements • Plan and conduct Project kick-off • Workshop Agenda • Status Report(s) Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 18 October 30, 2018 Item #2 Page 23 of 35 • Review Customer processes • Collect requirements for ServiceNow product modules being delivered in the Sprints • Provider and Customer jointly document requirements and acceptance criteria as Agile Stories • Customer specific requirements documented as Stories in ServiceNow • Status Report(s) Note: these stories will be focused on functionality that is NOT out of the box (00TB) with ServiceNow. 00TB configurations will not be documented, as they are displayed and evident in the base system and the ServiceNow wiki. As a time and materials project, it is understood that documented stories may require more time than allocated in this SOW and will be prioritized and be configured based on available time approved for the project. • Initial Project, Release, and Sprint Planning • Status Report(s) • Scheduled Meetings (Weekly Status, Scrum, Sprint Planning, Sprint Review, etc.) • Budget Checkpoint Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 19 October 30, 2018 Item #2 Page 24 of 35 • Complete configuration of user stories as prioritized during the sprints • Customer's ServiceNow instance configured according to the prioritized and accepted user stories • Status Report(s) • Execute system testing • Assist with User Acceptance Testing (UAT) • Conduct Go Live Checklist/Review • Cut over newly implemented Software to Customer's production system • Post-production Sprint for additional requirements and enhancements • Transition support for the Software to Customer • Status Report(s) • Review of testing results • Customer's system running in production Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page20 October 30, 2018 Item #2 Page 25 of 35 • Post Implementation Review • Final Status Report INITIATE STAGE The purpose of the Initiate stage is to gain an initial understanding of Customer's business problem(s) and the value they purchased, mobilize Provider project team, assist Customer in mobilizing their internal team, prepare for communication needs, layout the initial engagement timelines, and align on goals and expectations. Initial project startup activities and planning include: • Mobilization of Provider and Customer project teams • Review of relevant documents and background information • Initial project planning • Plan and conduct Project kick-off EXAMINE STAGE The purpose of the Examine stage is to understand the process and product gaps between baseline ServiceNow functionality and specific customer needs. It provides an understanding to Customer Process Owner(s) and Customer Platform Owner of how ServiceNow is designed to support process best practices and leverage platform capabilities. The Examine stage commonly begins after the official kickoff meeting and is typically conducted at Customer location. Workshops may be scheduled consecutively or staggered depending on customer needs, the agreed to engagement schedule, and available hours on the Statement of Work (SOW). There are three primary workshop types: • Platform Core Configuration Workshop to gather the technical requirements common to the ServiceNow platform such as user and groups, color scheme and branding, location hierarchy, departments, etc. • Product I Process Workshop(s) to compare ServiceNow baseline and best practice capabilities to Customer needs and capture the required configuration changes to meet Customer needs • Integrations Workshop to discuss and design the data requirements and integration techniques best suited to connect external systems to the ServiceNow platform. Each Product/ Process Workshop follows a similar agenda: 1. 1. Review ServiceNow best practice process Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page21 October 30, 2018 Item #2 Page 26 of 35 2. 2. Demonstrate baseline ServiceNow platform functionality 3. 3. Discuss and capture customer needs that vary from the ServiceNow product and document as draft stories. PLAN STAGE The purpose of the Plan stage is to take the output of the examine stage and finalize the stories and plans for the upcoming release(s). This will support a strong definition of scope which aligns to the SOW and supports Customer business objectives and value, while also fitting within the budget and timeline. The level of involvement from Customer Platform Owner and Customer Process Owner(s) is highest in this stage and sets the direction for the rest of the engagement. The Plan stage commonly begins when the Examine workshops have been completed with agreement from Customer Executive Sponsor and ends when the release(s) have been planned including an updated project plan. BACKLOG REFINEMENT The process of backlog refinement is to add details, estimates, and order to items in the product backlog. The stories documented in the Examine stage should now be reviewed and additional details added so they are commonly understood, represent a well written story, and have an initial estimate of size. Customer Process Owner(s) should order the stories, creating an ordered list with the most important or impactful story at the top, followed by the next, and so forth. Stories lower on the ordered list may be less defined and will be further refined prior to entering into a sprint. STORY REFINEMENT AND ESTIMATION Provider reviews stories captured during the Examine stage and performs the following tasks: • Ensure each story is well written with a persona, a functional desire, and a justification (As a WHO, I want WHAT, so that WHY) • With input from Customer Process Owner(s), write an Acceptance Criteria for each story that will be used to measure when a story is complete and as the definition for unit testing • When a story has been detailed with a well written description and acceptance criteria Provider Technical Consultant estimates the size of the story. • Once stories have an estimated size and Acceptance Criteria, the story state can be updated from Draft to Ready. RELEASE PLANNING • Once stories are detailed, estimated, and ordered, Customer Process Owner(s) can determine what functionality constitutes a minimum viable product and should be placed into the current release. This is done with the guidance of Provider. • If new stories are identified after release planning has been completed, Customer Process Owner(s) must determine if the criticality surpasses the stories already in the release, and if so what stories should be removed in lieu of the new stories, if there is time and budget to extend the release or create an additional release, or if the release and/or engagement should be expanded following the Change Order process. • It is also valuable to state an overall goal of the release to facilitate better communication to Customer Executive Sponsor and other stakeholders. This differentiates one release from another in terms of value delivered, and has more meaning than relying solely on a release number structure. • Provider Engagement Manager creates a team for each release with Customer Platform Administrators, Provider Business Process and Technical Consultants, and any other active participants. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page22 October 30, 2018 Item #2 Page 27 of 35 SPRINT PRE-PLANNING • With the release(s) planned, Provider Engagement Manager and Customer Project Manager can estimate the delivery team capacity per sprint and divide the total points in the release into one or more sprints. • As with the release, it can be valuable to set business goals for each sprint for more meaningful communications to Customer Executive Sponsor and stakeholders. CREATE STAGE The purpose of the Create stage is to configure the ServiceNow platform per the ranked stories, and produce a functional solution that meets business objectives and value. This iterative process leverages the Agile Scrum framework of development to ensure transparent value delivery, rapid and data-driven decision making, and effective team dynamics that promote creative solution creation. The Create stage commonly begins when Customer Executive Sponsor approves the scope of the release(s) and ends when either all release scope has been configured, or the approved timeline or budget dictates the end of configuration work. During this implementation Provider will be responsible for the initial configuration of the ServiceNow platform. Provider will be responsible for modifying the out-of-the-box applications. These modifications can include the creation of and/or changes to forms, fields, validations, workflows, scripts and automations. The extent of these customizations will be determined based on the requirements documented as user stories and prioritized by Customer. Provider and Customer will make a best effort to maintain the out-of-the-box configuration of applications when possible. This project will be conducted in interactive sprints, the items below are examples of possible configurations that could be accomplished during said sprints. SPRINT ACTIVITIES Each sprint will consist of a single two-week interval comprised of the following activities: • Development Planning Activities, including: o Sprint planning collaboratively with Customer to prioritize user stories for the sprint o Daily 15 minute huddles throughout the sprint o Customer definition of acceptance criteria for each user story o Requirements clarification with Customer as needed o Sprint review meeting with Customer to review completed stories o Light knowledge transfer as needed for completion/acceptance of stories o Customer acceptance of completed stories. Unaccepted stories will be reprioritized/redefined as needed by Customer for work in subsequent sprints. • ServiceNow configuration for each story included in the sprint • Initial testing of completed configuration against acceptance criteria The user stories critical for go-live should be prioritized for the first sprints. The final sprint before release is reserved for iteration and refinement of the stories from previous sprints rather than starting new user stories. If all critical stories are sufficiently complete at the start of the final pre-release sprint, additional non-critical stories can be started. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page23 October 30, 2018 Item #2 Page 28 of 35 If additional functionality is needed beyond what is completed in the initial sprints, additional sprints can be purchased via a Change Order to either postpone the go-live or to begin work on an additional release and go-live. CREATE STAGE ACTIVITIES The Create stage activities comprise the bulk of the project work during the sprints. The following are examples of typical activities that can be prioritized as stories within the sprints: MODULE CONFIGURATION • Configure or modify forms (views) for the module o Create/Modify fields on the form o Create/Modify UI Policies o Create/Modify Business Rules o Create/Modify Customer Scripts • Create or modify workflows with activities such as Approvals, Conditions, Notifications, Tasks, etc. • Conduct a one-time CSV import of categorization data • Create or modify module Homepage (dashboard) • Create or modify Service Level Agreements (SLAs) • Create or modify Inactivity Monitors related to module • Configure Assignment Rules • Create or modify Notifications related to module • Configure roles and Access Controls (security) • Configure Related Lists • Create or modify single table reports related to module TRANSITION STAGE The purpose of the Transition stage is to manage the shift from ServiceNow platform configuration to testing and go-live, and prepare the customer for ongoing production operation and support from ServiceNow Customer Support. The transition stage commonly begins when the last scheduled sprint in the release has completed, and concludes at the end of the post go-live support period. Provider suggests reserving hours from the total sprint effort for Provider to assist with Transition phase tasks, as follows: • Assist with User Acceptance Testing (UAT) • Perform a Train-the-Trainer session. This session can be recorded by Customer if desired. • Conduct Go Live Checklist/Review • Run Production Pilot test • Cut over newly implemented Software to Customer's production system Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page24 October 30, 2018 Item #2 Page 29 of 35 • Provide remote go-live support as needed during the one (1) week following go-live USER ACCEPTANCE TESTING (UAT) Customer Quality Assurance team typically creates UAT test cases and leads a small group of representative users through work scenarios using the newly configured ServiceNow platform as User Acceptance Testing (UAT). UAT test cases should provide testers a definition of the role being tested, often with test user accounts, to confirm the expected role permissions. Each test case covers multiple individual stories and takes the test through processes and procedures that represent the typical work to be performed. Optionally, the SOW may include additional time to assist in the creation of test cases and guidance throughout the UAT cycle. CLOSURE The purpose of the Closure stage is to ensure the proper wrap up of the project. The Engagement Manager ensure project tasks are completed, prepares a final project status report, and conducts a Lessons Learned and Project Closure session with Customer. POST Go-LIVE SPRINT Provider often find that during the course of the project customers identify additional functionality they would like added to the system that was not originally planned for. To facilitate this Provider suggests reserving hours from the total project effort for Provider to assist with improving the configuration of ServiceNow after the product has gone live to production. ENGAGEMENT MANAGEMENT Engagement Management includes Management of Scope, Schedule and Budget. Weekly tasks include facilitation of scrum meetings, weekly team meetings, and touchpoints with Customer Project Manager and Sponsor, resource forecasting, weekly grooming of the story backlog, and facilitation of sprint planning and sprint review meetings. The Engagement Manager is responsible to report the weekly status of budget, scope and schedule to the customer Sponsor and Project Manager. The Engagement Manager will raise and mitigate risks to the project success in partnership with the customer, and will serve as the primary point of contact and trusted advisor to Customer project team. BUSINESS PROCESS OVERSIGHT If hours are designated in this SOW as "Business Process Oversight" the Business Process Consultant will utilize those hours for regular process oversight and guidance during the project such as attending and providing process guidance during weekly status meetings. SENIOR ARCHITECT OVERSIGHT If hours are designated in this SOW as "Senior Architect Oversight" a Senior Architect will be assigned and will utilize those hours for regular technical architecture oversight and guidance during the project such as attending and providing application and technical architecture guidance during weekly status meetings. CONTINGENCY RESERVE The Project Management Institute defines contingency as, "an amount of funds added to the base cost estimate to cover estimate uncertainty and risk exposure." Including contingency into the authorized project budget improves transparency and encourages realistic collaboration by the project team regarding budget and scope tradeoffs. (England, K. & Moreci, J., 2012, retrieved from https://w,vvv.pmi.or2:/learnin:r/librarv/contin'!encv-are-covercd-6099). Aptris encourages this practice and provides this line item as a means of reserving contingency funds for the project. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page25 October 30, 2018 Item #2 Page 30 of 35 EXHIBIT C. OPTIONAL ITEM DESCRIPTIONS The following options are not included in the scope of this work effort unless specified in the "Fees" section. PROVIDER CONTINUOUS IMPROVEMENT PROGRAM (CIP) Provider Quarterly Continuous Improvement Program (CIP) is ideal for organizations that are looking for a continuous improvement and maintenance program for their support center and ITSM solution. CIP can ensure that your investment in ServiceNow continues to drive increasing returns by providing continued development and support from ServiceNow- certified developers as well as best practices consulting with an eye toward the future and a focus on utilizing the ServiceNow platform to its fullest potential. The CIP program will commence on the 1st day of the month following the project go-live date, unless agreed to start sooner by both parties. CIP will provide access to Support Services, Provider's ITIL-and ServiceNow-certified support department. Support Services can support your IT department's ServiceNow initiatives as well as provide the consistency ofregularly scheduled improvements to your system without the overhead of a full time administrator. Also included is a monthly review session with an Provider Advisory Services Senior Consultant. Advisory Services are dedicated ITIL-certified best practices consultants focused on design and process, and will work with you and Support Services to ensure that your processes align with your implementation of ServiceNow, and identify areas of improvement. This program entitles Customer to a lower project billing rate. PROGRAM HIGHLIGHTS • Full departmental support - a single point of contact with the resources of a dedicated department • Regular review sessions with Support Services senior/principal consultants • Regular review sessions with Provider Advisory Services Senior Consultant • Access to all Provider development experts to resolve any issue or answer arty question • Flexible quarterly options starting at 20 hours per quarter on up • Automatically renews unless cancelled by Customer • Free technical support incidents within 15 minutes (limit 1 per day) • ServiceNow system administration services • Rates guaranteed for length of contract • Designated consultant assigned to your company • Discount on Service Billing Rates for: o Overages to quarterly contract o All onsite work o Project work ITSM & SERVICENOW MATURITY ROADMAP This service builds a ')ust-in-time" maturity path outlining the best-fit journey from current state to a recommended future state. This is an Advisory Services led engagement that infuses a best-practice view of the future, incorporates a business-led Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page26 October 30, 2018 Item #2 Page 31 of 35 approach, and then designs a custom plan for overall ITSM and toolset maturity. This delivers a multi-year, multi-phase view in identifying opportunities, benefits, and investment levels and subsequently designs a recommended approach for the maturity and adoption of the ServiceNow platform. Incorporating an organizational view of process maturity, toolset implementation, and enterprise or cultural readiness, this service: • Analyzes risk • Identifies and examines specific opportunities for cost-savings and maturity, and • Delivers a recommended road-map that is aligned with identified business objectives. This is a fixed-fee, time-bound service that is conducted onsite over four (4) days and facilitated by two (2) Advisory Services consultants in a dedicated capacity. ITSM BEST PRACTICES OVERVIEW COURSE This is the I-day version of our fully accredited ITIL® Foundations training course. Our courses are taught by expert instructors, who also bring their real-world and relevant experience that you can use immediately. Upon completing this course, you will have a firm understanding of the objectives around the most important lifecycles within IT Service Management: Service Strategy, Service Design, Service Transition, Service Operation, and Continual Service Improvement. PROGRAM HIGHLIGHTS • Key concepts of ITSM • Practical guidance for applying ITSM to everyday IT situations • How to align with business, control costs, and improve IT service quality • Important principles for improving IT operations • Strategies to balance IT resources • Understand how ITSM can facilitate Business-IT Alignment. • Practical examples of real-world use ofITIL® processes inside ServiceNow • The role of technology and how to maximize its value. PROCESS ALIGNMENT WORKSHOP Process improvement consulting is critical for organizations wishing to advance their process maturity and improve IT service delivery responsiveness, maintain consistent levels of service, and increase customer satisfaction. Provider Process Alignment Workshops are grounded in ITIL and industry best practices and provide training on the ServiceNow workflows in the context of industry best practices. These workshops focus on Customer's processes that are in-scope for the current engagement. The goal of these workshops is not to re-engineer Customer's processes, but rather review best practice workflows in relation to the ServiceNow platform and align these to Customer in preparation of the implementation of the ServiceNow system. PROGRAM HIGHLIGHTS • Training on ServiceNow's workflows for the in-scope processes • Review of best practice workflows for the in-scope processes • Align Customer's organization processes to ServiceNow workflows and best practice processes. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page 27 October 30, 2018 Item #2 Page 32 of 35 • Generate high-level best practice process map for customer SERVICENOW FUNDAMENTALS ADMIN COURSE ATTENDEE ServiceNow Fundamentals was designed for users with various organizational roles who are expected to work within the ServiceNow platform. During this 3-day interactive training course attendees will learn about the ServiceNow user interface, receive a summary of the database schema, understand uses for commonly accessed applications, and be introduced to advanced features and functionality, such as scripting and application development. Course topics include: • Explore lists and forms • Identify the importance of branding, as well as how to apply it to the platform • Add users, groups, and roles • Identify best practices related to task management • Configure notifications • Manage data with tables, the configuration management database (CMDB), and import sets • Run basic reports, as well as the benefits of performance analytics • Protect ServiceNow data • Work with two key ServiceNow process applications: Knowledge Base and Service Catalog • Create workflow activities and approvals • Implement Service Level Agreements • Identify various available script types • Upgrade and clone instances, as well as create baseline performance metrics • Capture and move configurations between instances SERVICENOW ADMINISTRATOR KNOWLEDGE TRANSFER WORKSHOPS Provider will conduct a series of workshops to educate Customer's staff in the general usage of the ServiceN ow platform and in the specific configurations employed by Customer for the Customer during this implementation. The goal of these workshops will be to give Customer a firm understanding of the configurations implemented by Provider team as well as further Customer's ability to extend and utilize the ServiceNow platform. The length of these workshops will range from 2 to 8 hours. These workshops should be limited to a small number of attendees (no more than 4) and all attendees should have a working knowledge of ServiceNow (preferably having attended administrator training). These workshops may be conducted on-site or remotely at the Customer's discretion. CONSULTANT LED FULFILLER TRAINING WORKSHOPS Provider will conduct a series of workshops to educate the Customer's Fulfillers in the day to day usage of the ServiceNow applications that are being implemented. The goal of these workshops will be to give Customer's Fulfillers a firm understanding of the configuration and designed workflow of the ServiceNow applications that manage the processes being moved to ServiceNow. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page28 October 30, 2018 Item #2 Page 33 of 35 These workshops will range from 2 to 4 hours per included process, plus preparation time with the exact allocation to be determined after the completion of the Create phase of the implementation. Each workshop will focus on a process being implemented, such as Incident, Problem, Change, etc. These workshops can include up to 25 attendees each and may be conducted on-site or remotely at Customer's discretion. CONSULTANT LED APPLICATION TESTING Provider consultants will take a hands-on approach to lead you through the process of User Acceptance Testing (UAT) the application configurations. Provider will create test cases to verify that the system's behavior is consistent with the completed stories. Customer team can then use these test cases to reveal defects or areas that require improvement within the system. NOTE: if this option is not selected your team is responsible for creating test cases based upon the agreed requirements. PROGRAM HIGHLIGHTS • Creation of test cases • Practical guidance for successfully conducting application tests • Onsite kick-off of the UAT group • Management of the testing process FULFILLER WORKFLOW DOCUMENTATION Provider will generate documentation that will outline the high level workflows for the in-scope processes from a fulfiller perspective. The document will include an outline of key steps combined with graphical images illustrating key steps in the process. CONFIGURATION DOCUMENTATION Provider will generate documentation that will identify configuration changes to the out-of-the-box ServiceNow system for the in-scope processes. This will be a summary of key components (tables, business rules, etc.) that were modified during the engagement. PORTAL ENHANCEMENT SPRINT Service Portal is a ServiceNow application that enables users to create a custom interface for the ServiceNow platform. The Service Portal application uses Angular JavaScript and integrates it with the Bootstrap framework to provide a powerful and flexible user interface. It has been used for a wide variety of projects, from creating entire websites to integrating with other products. The most common use is extended customization of the "Service Portal for Enterprise Service Management" to provide a look and feel matching other corporate web-sites. In this enhancement sprint, Provider works with your corporate branding resources to further tailor the Service Portal and enhance your end-user's experience with ServiceNow. This typically involves the creation of custom widgets and cascading style sheets (CSS). These CSS changes will be based on the main CSS of your corporate website. Provider will update the values for any of the default Service Portal Theme stvles to values provided by you as well as other branding elements such as color palette and graphics. Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page29 October 30, 2018 Item #2 Page 34 of 35 0TIIER ENHANCEMENT SPRINT During the SmartStart Implementation, we often identify some great ways to leverage ServiceNow, which was not in the original scope. By adding an Enhancement Sprint, you will have a bundle of hours available to enhance your implementation at any time. Bundles can be added in 50 hour increments. RESOURCES • Customer Resource Roles o Process Owner(s) -Customer will provide subject matter experts to be responsible for the correct and complete definition of each of the processes implemented within the ServiceNow product. o Project Manager -Customer will provide a project manager who will have overall responsibility for the project. The Project Manager will meet regularly with Provider Engagement Manager to review progress and resolve issues. o System Administrator(s) -Administrator training must be completed by Customer's assigned resource(s) no later than the beginning of the Plan stage. o Technical Resource(s) -Customer will supply required technical resource(s) to accommodate the scope of the implementation and to support the joint execution of the Project. To support the agreed integrations, Customer will also supply required technical resource(s) with working knowledge of the integration areas. o Testers -Customer resources that will perform testing related to this project. This will include some resources to perform initial story testing and some resources to perform any other testing typically performed by your organization such as User Acceptance Testing. o Trainer(s) -Customer resources that will provide training related to this project. Customer will be responsible for all training unless otherwise identified in this Statement of Work. • Provider Resource Roles o Engagement Manager -Provider Engagement Manager will facilitate project planning, provide implementation expertise, ensure the Statement of Work is being adhered to, allocate appropriate resources from Provider, manage escalations, and act as a single point of contact for the duration of Implementation. The Engagement Manager will facilitate at minimum a weekly status or update call to ensure the Project is progressing appropriately. o Business Process Consultant(s) -The Business Process Consultant will drive process definition, re- engineering, improvement and gap analysis of current and future processes together with Customer Process Owners, key Customer sponsors and stakeholders. o Integration Expert(s) -Provider will provide Integration Expert(s) to assist with integrations defined above. o Quality Assurance Expert(s) -Provider will provide Quality Assurance Expert(s) to test stories before turning them over to Customer. Quality Assurance Experts will also provide additional testing services if additional testing options are selected in this Statement of Work. o Technical Architect -Provider will assign a technical lead that will provide direction on the best means of performing application configuration based on the defined business requirements o Technical Consultant(s) -Provider will provide Technical Consultant(s) to help with application configuration and assist with knowledge transfer to Customer Resource(s). o Trainer(s) -Provider resources that will provide training related to this project. The extent of the training provided will be determined based on the training options selected in this Statement of Work Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Page30 October 30, 2018 Item #2 Page 35 of 35 EXHIBITD. CUSTOMER-DESIGNATED LOCATIONS Seller will provide Services benefiting the following locations ("Customer-Designated Locations"). Table 2 -Customer-Designated Locations Location(s) City of Carlsbad I 635 Faraday Avenue Carlsbad, CA 92008 Proprietary and Confidential Version 3, Template 151014-1 Drafted by Desiree Pagan, REQ-E34255 Service(s) D Assessment D Configuration D Design 0 Implementation Page 31 D Knowledge Transfer • Staff Augmentation D Project Management D Support D Reconfiguration • Training D Re installation • Custom Work ~ I DATE(MM/DDIYYYY) ACC>RD• CERTIFICATE OF LIABILITY INSURANCE ~ 09/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. 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NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requasted ·r;; TYPE OF INSURANCE 'i'~~ 1~6 POLICY NUMBER r\--.11.,P..T ~rr IMl,¥1)~ LIMITS B X COMMERCIAL GENERAL LIABILITY HoOUlD5jU~oAPHXlll 10/01/ZOl' .LU/U.L/l019 EACH OCCURRENCE Sl,000,000 -:J CLAIMS-MADE 0occuR see addendum ~uE.IUnE.t'll!l;;II.I' Sl,000,000 PREMISES IEa occumincel MED EXP (Any one penon) $10,000 PERSONAL & N:JV INJURY Sl,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S2,000,000 Fl POLICY 0 ~:& • LOC PRODUCTS -COMP/OP AGG S2,000,000 OTHER: A Al1TOMOBILE LIABILITY BA-5D57054A-18-TEC 10/01/2018 10/01/2019 COMBINED SINGLE LIMIT Sl,000,000 /Ea•--"'-" t--BODILY INJURY ( Per peroon) X ANY AUTO >--OWNED -SCHEDULED BODILY INJURY (Per accident) ,__ AUTOS ONLY -AUTOS PROPERTY DAMAGE HIRED Al1T05 NON-OWNED (Per accident) ---OM.Y -AUTOS ONLY C X UMBRELLA LIAB ~ OCCUR CUP6J5jlS07918I3 10/01/2018 10/01/2019 EACH OCCURRENCE SS,000,000 ,__ SIR applies per policy ter ~s & condi ions AGGREGATE SS,000,000 EXCESS LIAB CLAIMS-MADE OED I X !RETENTION Retained limit Sl0,000 C WORKERS COMPENSATION AND TC2JUB1117L61618 10/01/Z018 10/01/2019 X l:f:TIJTE I l~JH· EMPLOYERS' LIABILITY YIN AOS C AN'/ PROPRIETOR/ FWUNER / EXECUTIVE ~ TRJUB1116L66818 10/01/2018 10/01/2019 E.L. EACH ACCIDENT Sl,000,000 OFFICER/MEMBER EXCLUDED? N/A (M1nd1lory In NH) AZ., FL, MA, WI E.L. DISEASE-EA EMPLOYEE $1,000,000 ~rs~~=-~ o1;PERATIONS below E.L. DISEASE-POLICY LIMIT Sl,000,000 D E&o-MPL-Primary Wl9A8Cl80401 10/01/2018 10/01/2019 Each Loss S5,000,000 cyber Liab & Network sec. SIR $500,000 SIR applies per policy ter ns & condi ions Aggregate SS,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Addltlon•I Remarka Bcheduto, may bo attached If more apace II 19qulrod) RE: Master Agreement for AD-HOC De~lo¥ffient services. the policy provisions of the Genera Liability policy. CERTIFICATE HOLDER city of Carlsbad Brent Gerber IT Dept. 1635 Faraday Avenue Carlsbad CA 92008 USA City of Carlsbad is included as Additional Insured in accordance with CANCELLATION 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 REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: H-660-5D53096A-PHX-17 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage -Ex- ception To Expected Or Intended Injury Ex- clusion B. Non-Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured -Employees And Volun- teer Workers -First Aid G. Who Is An Insured -Employees -Supervi- sory Positions H. Who Is An Insured -Newly Acquired Or Formed Organizations I. Blanket Additional Insured -Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured -Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea- sonable force to protect any person or property. K. Blanket Additional Insured -Persons Or Or- ganizations For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured -Broad Form Vendors M. Who Is An Insured -Unnamed Subsidiaries N. Who Is An Insured -Liability For Conduct Of Unnamed Partnerships Or Joint Ventures 0. Medical Payments -Increased Limits P. Contractual Liability-Railroads Q. Knowledge And Notice Of Occurrence Or Of- fense R. Unintentional Omission S. Blanket Waiver Of Subrogation B. NON-OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG 0417 0112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY I -COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I -Cover- age A -Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion -All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section Ill -Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION Ill -LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired 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 fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS -COVER- AGES A AND B of SECTION I -COVER- AGES: 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 $500 a day because of time off from work. Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. F. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION 111-LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED -EMPLOYEES -SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co- "employee" in the course of the co-"employee's" employment by you arising out of work by any of COMMERCIAL GENERAL LIABILITY your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II -WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II -WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. I. BLANKET ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: CG 04170112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED -LESSORS OF LEASED EQUIPMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts"; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED -UNNAMED SUBSIDI- ARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED -LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II -Who Is An Insured. 0. MEDICAL PAYMENTS-INCREASED LIMITS The following replaces Paragraph 7. of SECTION 111-LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: (a) $10,000; or COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV -COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- ble only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any part- nership or joint venture; (ii) A manager of any limited liability company; CG D417 0112 © 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. . S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG 0417 0112 Includes copyrighted material of Insurance Services Office, Inc. with its permission.