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HomeMy WebLinkAboutClientFirst Technology Consulting LLC dba ClientFirst Technology Consulting LLC; 2019-09-12;City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 7 CIP, PROJECT AND PROJECT PORTFOLIO MANAGEMENT SOFTWARE ASSESSMENT CONSULTING SERVICES This Project Task Description and Fee Allotment No. 7, is entered into on , pursuant to an Agreement between ClientFirst Technology Consulting, LLC, ("Contractor") and the City of Carlsbad, ("City") dated September 12, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide CIP, Project and Project Portfolio Management Software Assessment services as described in the proposal (“proposal”), attached as Appendix “A.”. The Project services shall include all items listed as Steps 1 through 13 in the proposal. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment No. 7, signed by the IT Department Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within 60 working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on monthly invoices issued by Contractor. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $29,990. DocuSign Envelope ID: B9BA12ED-0391-46EB-9FE7-95A39030DE27 December 14, 2020 City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT ENTERPRISE ASSET MANAGEMENT CONSULTING SERVICES TASK GROUP TIME & MATERIALS CIP, Project and Project Portfolio Management Software Assessment $29,990 TOTAL (Not-to-Exceed) $29,990 CONTRACTOR (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: IT Dept Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant/Deputy City Attorney Date: DocuSign Envelope ID: B9BA12ED-0391-46EB-9FE7-95A39030DE27 ClientFirst Technology Consulting DAVID KROUT Managing Partner 12/14/2020 APPENDIX "A"DocuSign Envelope ID: B9BA12ED-0391-46EB-9FE7-95A39030DE27 DocuSign Envelope ID: B9BA12ED-0391-46EB-9FE7-95A39030DE27 DocuSign Envelope ID: B9BA12ED-0391-46EB-9FE7-95A39030DE27 September 24, 2020 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 PROJECT TASK DESCRIPTION ANt;> FEE ALLOTMENT NO. 6 ENTERPRISE ASSET MANAGEMENT ASSESSMENT CONSUL TING SERVICES This Project Task Description and Fee Allotment No. 6, is entered into on -~-----------------' pursuant to an Agreement · between ClientFirst Technology Consulting, LLC, ("Contractor") and the City of Carlsbad, ("City") dated September 12, 2019, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS 2. 3. Contractor shall provide enterprise asset management assessment services as described in the proposal ("proposal"), attached as Appendix "A.". The Project services shall include all items listed as Steps 1 through 15 in the proposal. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment No, 6, signed by the City Manager and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within 60 working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on monthly invoices issued by Contractor. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. Iii the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $49,825. City Attorney Approved Version 7 /19/17 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 Memorandum September 9, 2020 To: From: Geoff Patnoe, Assistant City Manager Rachel Muller, IT Project Manager {city of Carlsbad Via: Greg Maclellan, Senior Business k6ems Specialist for Public Works Maria Callander, Director of IT Re: Project Task Description and Fee Allotment No. 6 for Enterprise Asset Management Assessment Services This memorandum provides an explanation of the Project Task Description and Fee Allotment No. 6 for ClientFirst Technology Consulting to conduct a needs assessment for an Enterprise Asset Management System for Public Works. Purpose of Agreement As Public Works operations have evolved and become more complex over time, the number of computer systems used to manage various operational areas has increased. The Public Works branch currently uses 14 different computer systems from 14 vendors to manage its operations. The purpose of this project is to conduct a needs assessment within the Public Works branch to help determine the feasibility of consolidating these systems into a centralized Enterprise Asset Management System (EAM). The benefits of an EAM system would include reduced cost, increased efficiency, and more effective processes. By consolidating systems, the city could save between 30%-55% per year on system maintenance. This is based on current maintenance cost of the various systems as compared to quoted maintenance cost of a potential replacement system. This would also lead to labor time savings due to fewer upgrades to the numerous disparate systems. Efficiencies would be achieved by eliminating the need to open multiple interfaces in siloed systems to complete a single work task, and reduce the risk of data entry errors between the separate systems. Please see Appendix A for a listing for all the Public Works systems currently in use and the systems identified for consideration in this process. ClientFirst has many years of experience conducting technology needs assessment and has a master service agreement with the city for this type of service. Administrative Services Information Technology 1635 Faraday Ave. I Carlsbad, CA ZIP code I 760-602-2450 t DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 Geoff Patnoe, Assistant City Manager August 24, 2020 Page 2 Budget Impact • The EAM Assessment Services will cost $49,825 and is funded by the Innovation Fund. Attachment: Project Task Description and Fee Allotment No. 6 for Enterprise Asset Management Consulting Services cc: Brent Gerber, IT Dept. Senior Management Analyst Appendix A DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3D0B5454CA89 · Geoff Patnoe, Assistant City Manager August 24, 2020 Page 3 Current systems being used by Public Works. Highlighted system indicate that they are part of the review for consolidation into an EAM. System Department Use lnfor Public Sector Transportation, To track work orders and service requests against Facilities, Parks, city assets Utilities MarshallGIS-GeoKnx Transportation, Mobile Solution used by field crews to access GIS Utilities and IPS in the field Assetworks Fleet Track work orders against city's vehicle fleet Cross Roads Transportation Tracks traffic collisions throughout the city SimpleK Facilities Tracks keys and codes for all city facilities Websoft-MMS Utilities Manages Water Cross-Connection program Lucity Transportation Manages Pavement Management Program CitySourced Transportation, Mobile phone app that allows citizens to submit Parks, Environmental work request to maintenance divisions within the mgt, Utilities Public Works branch and the Parks Maintenance department EnerGov CM&I, Environmental Tracks inspections and permits Management ESRI-ArcGIS All Public Works, Geographic information system for the city. Parks Comprises all of the cities assets such as water assets (pipes, hydrants, valves, etc), Park trees, street lighs, signs, and storm drains. GraniteNet Transportation, CCTV system that helps to monitor the sewer and Utilities storm d~ain pipe using a robotic camera to video pipe segments. Northstar Utilities, Finance Utility billing and meter reading Tableau Public Works, Parks Business Intelligence visualization platform Access-Contract Public Works Tracks and manages Public Works contracts Admin DocuSign Envelope ID: E684BBD4-372D-43FA-B623-3DDB5454CA89 ______, ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 3/30/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~1~cT Diane Roman Bowermaster & Associates fA~~NN~ Erl\: 714-733-6200 I FAX 10805 Holder St /A/C Nol: Ste 350 ifl~~ss: droman@bowermaster.com Cypress CA 90630 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Citizens Insurance Comoanv of America 31534 INSURED CLIECON--01 INSURER B : Allmerica Financial Benefit Insurance Co 41840 ClientFirst Consulting Group, LLC INSURER c : Philadelohia Insurance Comoanies 980 Montecito Drive, Ste 209 Corona CA 92879 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 1869744663 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INS.URANCE '""n ,.n,n POLICY NUMBER IMMIDDNYYYI IMMIDDNYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y y OB3A915118 4/16/2020 4/16/2021 EACH OCCURRENCE $2,000,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED -PREMISES /Ea occurrence) $300,000 -MED EXP (Any one person) $10,000 -PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 Pl □PRO-DLoc PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y -OB3A915118 4/16/2020 4/16/2021 fE~~~~~d~~trlNGLE LIMIT $2,000,000 ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ -$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ 8 WORKERS COMPENSATION W23A883062 4/16/2020 4/16/2021 X I ~-ffTUTE I I OTH-ER AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE ~ NIA E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) · E.L. DISEASE -EA EMPLOYEE $1,000,000 g~st~Ft-H~~ ~nl2i'PERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Technology E&O PHPK2113963 3/31/2020 3/31/2021 Per Claim/Aggregate 2,000,000 Deductible 10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, (or if applicable -the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers are Additional Insured as respects to General Liability and Hired & Non-Owned Auto Liability; coverage is Primary, and Waiver of Subrogation applies per attached forms. CERTIFICATE HOLDER 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. City of Carlsbad 2560 Orion Way '"Li"""""''" Carlsbad CA 92010 t d]j: 'rst~ I . ...,--- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 ~~Hanover ~ Insurance Group- OB3 A915118 1001136 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II .:. LIABILITY, C. Who Is An Insured.: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability · for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted maierials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3D0B5454CA89 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was . issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement . issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and. advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land .expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property · damage", "personal injury" or "advertising injury" arises ou.t of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out · of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does . not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391 -1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 DocuSign Envelope ID: E6B4BBD4--372D-43FA-B623-3DDB5454CA89 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except . such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale ~~Hanover ~ lnsurance Group- O83 A915118 1001136 The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Alienated Premises SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of .those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above;or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION 11 · - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -LIABILITY, C. Who Is An Insured , paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury -Broad Form a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and . (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of . this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply . if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment; removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution "your . product" recalled by substitutes; or replacement of which has been like products or (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment &~Hanover ~ Jnsurance Group- OB3 A915118 1001136 of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of · Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment · or any other method of · distribution . of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in . "your product" has resulted or will result · in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 f. (2) Shipping the recalled products · from any purchaser, distributor or . user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply: (1) If the "products -completed operations hazard" is excluded from coverage under· this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 1. SECTION I -PROPERTY, if two or more of this coverage part's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 2. SECTION II -LIABILITY, it is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, "suit", "occurrence", offense, accident, "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, "wrongful act" or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance 1. SECTION I -PROPERTY If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But, we will not pay more than the applicable Limit of Insurance of SECTION I -PROPERTY. 2. SECTION II -LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II -LIABILITY, our obligations are limited as follows: a. Primary ln.surance This insurance is primary except when paragraph b. below applies. If this insuranc,e is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in paragraph c. below. !&~Hanover ~ Jnsurance Group- O83 A915118 1001136 However, if you agree in a written contract, written agreement, or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory, we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for ''your work"; (b) That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to · you or tempqrarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION II -LIABILITY, Exclusion g. Aircraft, Auto or Watercraft; and (2) Any other primary insurance available to you covering liability for damages · arising out of the premises or operations, or the products and completed operations, for which you have been added · as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under SECTION II - LIABILITY to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit''. If no other insurer defends, we will undertake to do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown · in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts . until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends,' we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal , continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium . designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep · records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable ·to SECTION I -PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 0816 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. . This will not restrict your insurance. 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. &~Hanover ~ Jnsura□ce Group- OB3 A915118 1001136 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we, make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while · that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 DocuSign Envelope ID: E6B4BBD4-372D-43FA-B623-3DDB5454CA89 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping · receipts limiting the liability of carriers. · This will not restrict your insurance. 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. &~Hanover ~ Insurance Group- OB3 A915118 1001136 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that · person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your · legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 4 CONSULTING AND PROJECT MANAGEMENT SERVICES FOR IMPEMENTATION CHANGE MANAGEMENT & TRAINING/USER GUIDE DOCUMENTATION SERVICES This Project Task Description and Fee Allotment No. 4, is entered into on Scp-tember QI-Ith , a 9 6 , pursuant to an Agreement between ClientFirst Technology Consulting, LLC, ("Contractor") and the City of Carlsbad, ("City") dated September 12, 2019, (the "Agreement"), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide consulting and project management services for business process documentation services as described in the proposal ("proposal"), attached as Appendix "A.". The Project services shall include Implementation Change Management & Training/User Guide Documentation Services. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment No. 4, signed by the City Manager and a Purchase Order from the City's Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within 60 working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor's compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on monthly invoices issued by Contractor. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties' intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix "A", will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Prdect Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $83,550. City Attorney Approved Version 7/19/17 1 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 TABLE 1 FEE ALLOTMENT CONSULTING AND PROJECT MANAGEMENT SERVICES FOR IMPEMENTATION CHANGE MANAGEMENT & TRAINING/USER GUIDE DOCUMENTATION SERVICES TASK GROUP TIME & MATERIALS Project Initiation and One-Time Costs $40,650 Monthly Recurring Hours — Estimated 10 Months $42,900 TOTAL (Not-to-Exceed) $83,550 CONTRACTOR clienuirst Technology consulting clientPirst Technology Consulting (name of Contractor) (name of Contractor) By: NW WO1' By: (sign here) (sign here) DAVID KROUT managing Partna3 m Jakobsen Senior Partner (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Column B Chairman, President or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California C By: Date: City Manager or-Di-rector— APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: hdlulatA, Assistant/Deputy City Attorney City Attorney Approved Version 7/19/17 2 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 EN DIX "A" CLIENT FIRST OPTIMAL TECHNOLOGY GUIDANCE TFCHP.111LORY CONSUMING Cost Proposal Detailed Work Plan Implementation Change Management & Training/User Guide Documentation Services Overall Project Scope The line items that follow below outline the Change Management Scope for this OneSolution financials implementation project engagement. The "Project Initiation/Coordination" steps and the "Recurring Project Oversight" steps describe the actions and deliverables that will be delivered through this project as part of the engagement scope: Assist in the Development of Training/User Guide Materials Assist in Facilitating Project Change Management Communication Assist in Providing Change Management Consulting Project Initiation/Coordination Description: These Project Initiation activities are a set of defined step/task deliverables. These activities will be conducted at the beginning of the project. 2 Review Baseline Project Documents and Plans - Review the Vendor's/City's final plans and documentation, including the but not limited to the following: Agreement Investment Worksheet Scope Definition/Statement of Work (SOW) Identification of City's overall Implementation Project Team Members/Resources Project Team Members and Resources with Roles and Responsibilities Project Timeline/Schedule Training Plan Risk Mitigation Plan Communications Plan Project Change Management Coordination and Planning - Conduct project planning session(s) 3 to: Define the engagement effort including schedule, arranging communications, logistics, and support processes Identify and assemble the City's Change Management Team including roles and responsibilities Develop and finalize the City's Change Management Charter, Framework, and an Conduct Change Management Interview Workshops with City's project module teams and other stakeholder groups to identify and document any change management needs or any change management concerns Conduct City Change Management Team Kick-Off Meetings - Conduct Kick-Off Meetings with 4 the City's Change Management Leader and the Change Management Team. California • Illinois • North Carolina • Texas • 800.806.3080 • Fax 888.478.0495 1 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 ( City of Carlsbad Implementation Change Management & Training/User Guide Documentation Services Implementation Change Management & Training/User Guide Documentation Services Vendor's Project Kick-Off Meeting - Participate in the Vendor Project Kick-Off Meeting with 5 Vendor, City stakeholders, City Project Team members, City's Project Manager, and Change Management Leads. Recurring Project Activities Description: These "Recurring Project " activities represent an average weekly number of hours for the deliverables defined below. Our Firm's policy is to bill monthly as the project proceeds. We will review and present the progress billing on a quarterly basis to the City. The average billing is for the currently identified project-to-date. If the estimated average billing for the remainder of the project should exceed the weekly average presented below, we will promptly notify the City, and the two parties will agree upon how to proceed with future billings. Scope Related Project Deliverables and Activities Vendor Discovery Assessment/Analysis Process - To understand new process 6 changes/improvements, it is important for our consulting staff to attend the vendor's discovery process walkthroughs, including assessment and analysis workshops (As-Is/To-Be), and assist with the review of vendor Assessment/Analysis deliverables. 7 Assist in the Development of Training/User Guide Materials Developing a Frequently Asked Questions (FAQ's) Developing Instructor Training Course materials (note: these materials will use and tailor Vendor's materials as the base), which may include: Introduction Training Course and Exercises Department Head Overview Training Course Budget Adjustment Training Course with Exercises Invoice Processing Training Course with Exercises Journal Entry Processing Training Course with Exercises Purchase Order Processing Training Course with Exercises Requisition and Purchase Approvers' Training Course Developing user documentation including City finalized processes/procedures for OneSolution for processes that will include, but not be limited to: Introduction User Guide Accounts Payable User Guide Accounts Receivable User Guide Fixed Assets User Guide Budget User Guide General and Job/Project Ledgers User Guide Bank Reconciliation and Cash Management User Guide Journal Entries User Guide Purchasing User Guide Reporting User Guide CLIENTFIRSTTEcHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2661ADE20230 I( City or Carlsbad Implementation Change Management & Training/User Guide Documentation Services Implementation Change Management & Training/User Guide Documentation Services Assist in developing training videos geared towards multiple audiences (recordings of previous live training session may be used), including but not be limited to: Finance Staff Departmental Staff Department Managers and Department Budget Managers Assist in Facilitating Project Change Management - Provide Communications, Change 8 Management Oversight, & Best Practice Consulting Expertise and tools to assist with change management, including but not limited to the following: Work with City Project Manager to execute communication plan and assist the City Project Manager in overall project communication Support communication with the City Project Manager via recurring status meetings as described below in the "Periodic Project Management Activities" sub-section Support communication with the City Project Manager via recurring status meetings as described below Implement other Change Management practices as necessary to facilitate the successful completion of the project From participation in the above described "Discovery, Assessment and Analysis," provide process improvement recommendations Other recommendations per the Firm's ERP Implementation Project experience and expertise Periodic Project Activities - These typically occur weekly although frequency will vary based on project status at any point within implementation schedule and on agreed upon vendor arrangements. Vendor Status Meetings - Participate in the vendor's periodic status meeting as an advocate for the City, and: Ask questions to clarify and make suggestions as necessary Assist and support the City in presenting their points Note points of interest or concern from meeting discussion/outcomes (ClientFirst to email notation to City Project Manager, as necessary) Review Vendor Status Reports - Review the Vendor's post-status meeting report and provide comments. (ClientFirst to deliver comments to City Project Manager, as necessary) Recurring Change Management Support and Activities - Assist the City's Change Management 11 Team in performing change management tasks and activities, and maintain the Change Management Issues Log as needed. Periodic Internal City Change Management Status Meetings - Prepare and conduct the Internal Change Management Team status meetings to include: Status Meeting Agenda Preparation - Prepare and distribute the Status Meeting Agenda using the ClientFirst template. Facilitate the City's Internal Change Management Status Meeting - Facilitate the periodic status meeting with the Change Management Team. The ClientFirst tasks include: CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE 9 10 12 Pvatt-r.r ttnartio 1.0010.1.0 Intdirtial Town Status Afrrtiog Vtgr: tt.t..nrsr, t,'Irote,t Swerpari Report VeldfIr 313EIVI. Meetuvg Revert Vends, Status Report DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 (City of Carlsbad Implementation Change Management & Training/User Guide Documentation Services Implementation Change Management & Training/User Guide Documentation Services Ensure the tasks/next steps assigned have been achieved. Discuss any issues or items that have occurred or have been experienced since the previous Change Management Meeting and Vendor's Status Meeting. Determine upcoming tasks and deliverables. This will also include the identification of individuals/parties assigned to these tasks. Review any relevant risks, concerns, and other observations that may affect the overall project timeline or budget, or impact the potential success of any upcoming task/event. Change Management/Project Management Meetings - As needed, hold meetings between the 13 City Project Manager and ClientFirst to sync-up on project status, upcoming tasks, activities, and responsibilities, as well as discuss options for risk mitigation and issues resolution. Monthly Activities - Note: Monthly hours below are displayed in "weekly equivalents" for calculation purposes. Monthly Change Management Status Summary Report (Memo) - Provide the City with a monthly Change Management status report memo, including: List of critical tasks and/or milestones completed Status of Change Management Plan with relative notation Comments and recommendations related to any observed anomalies, red flags, or obvious risks that may have a negative impact on the overall project schedule, the quality of project deliverables, or the project budget List of critical upcoming project steps with any necessary preparation recommendations Monthly Project Briefing - Monthly meetings, as necessary, with the City Change Management Leads as well as the City Project Manager to present the monthly status report. CLIENTFIRSTTEcHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE 14 15 Implementation Change Management & Training/User Guide Documentation Services Cost Category Comments Budgetary Estimates Steve/ David Tatjana Alex DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 (City of Carlsbad Implementation Change Management & Training/User Guide Documentation Services Fee Summary Our fee estimate is based upon the scope, approach, and work plan(s) outlined in this proposal. Our estimated fees for implementation assistance are based on the estimated project schedule. Any additional fees or scope changes must be preapproved in writing by the City. Project Initiation and Recurring Change Management Services 10-Month Budget - Implementation Change Management & Training/User Guide Documentation Services $83,550 Project Initiation and One-Time Tasks One-Time Tasks 249 44 205 Hourly Rates $225 $160 $150 Estimated Fees $9,900 $30,750 Monthly Recurring Hours Summary Steve/ David Tatjana Alex Hours (Note: Monthly hours are displayed in "weekly equivalents" for calculation purposes) 26 2 24 Total Estimated Hours 10 months 260 20 240 Hourly Rates $225 $160 $150 Estimated Fees $4,500 $38,400 CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 (City of Carlsbad Memorandum September 9, 2020 To: Geoff Patnoe, Assistant City Manager From: Rachel Muller, IT Project ManagEfiAL Via: Maria Callander, Director of IT Re: Project Task Description and Fee Allotment No. 4 for Consulting and Project Management Services for Implementation Change Management and Training/User Guide Documentation This memorandum provides an explanation of the Project Task Description and Fee Allotment No. 4 for Consulting and Project Management Services for Implementation Change Management and Training/User Guide Documentation with ClientFirst Technology Consulting to support the IFAS Financial System Upgrade project. Purpose of Agreement City council approved the resolution to upgrade our existing IFAS financial system on July 14, 2020. The upgrade is a major change from IFAS Version 7 implemented in 2012 to the latest Version 19 of CentralSquare OneSolution software. The upgrade also includes migrating our financial data from servers in our data center to servers in the CentralSquare data center. This will be completed to leverage enterprise security and disaster recovery services. The budget approved by City Council includes a line item to fund change management professional services to support city staff training documentation and change management communication. This will help standardize processes, provide training tools, and facilitate communication to support a successful system implementation. The project goals included in the agreement include: • Assist in the development of Training/User Guide documentation for upgraded system • Assist in facilitating Project Change Management communication • Assist in providing Change Management consulting services Budget Impact • The agreement will cost $83,550. This project is funded using the Innovation Fund with budget set aside for the IFAS upgrade. Administrative Services Information Technology 1635 Faraday Ave. I Carlsbad, CA ZIP code I 760-602-2450 t DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 Geoff Patnoe, Assistant City Manager May 22, 2020 Page 2 Attachment: Project Task Description and Fee Allotment No. 4 for Consulting and Project Management Services for Implementation Change Management and Training/User Guide Documentation Services cc: Brent Gerber, IT Dept. Senior Management Analyst SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 2560 Orion Way Carlsbad CA 92010 AUTHORIZED REPRESENTATIVE DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2861ADE20230 --- y ACCORD 0 CERTIFICATE OF LIABILITY INSURANCE Ihkeis. DATE (MM/DD/YYYY) 3/30/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bowermaster & Associates 10805 Holder St Ste 350 Cypress CA 90630 CONTACT NAME: Diane Roman PHONE FAX (A/c, No. Ext): 714-733-6200 (A/C, No): E-MAIL ADDRESS: droman@bowermaster.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Citizens Insurance Company of America 31534 INSURED CLIECON-01 ClientFirst Consulting Group, LLC 980 Montecito Drive, Ste 209 Corona CA 92879 INSURER a : Allmerica Financial Benefit Insurance Co 41840 INSURER C : Philadelphia Insurance Companies INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1869744663 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DDNYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 0B3A915118 4/16/2020 4/16/2021 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEM_ X AGGREGATE POLICY OTHER: LIMIT APPLIES PR- JECOT PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ A X _ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON-OWNED AUTOS ONLY Y Y OB3A915118 4/16/2020 4/16/2021 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE $ AGGREGATE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN Y N/A W23A883062 4/16/2020 4/16/2021 X I;71/ZTUTE 0TH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Technology E&O PHPK2113963 3/31/2020 3/31/2021 Per Claim/Aggregate Deductible 2,000,000 10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, (or if applicable — the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers are Additional Insured as respects to General Liability and Hired & Non-Owned Auto Liability; coverage is Primary, and Waiver of Subrogation applies per attached forms. CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016(03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2861ADE20230 Hanover Insurance Group._ 0B3 A915118 1001136 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOVVNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured - Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators Included 3 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury - Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 Occurrence 5 Product Recall Expense Aggregate Limit $50,000 Aggregate 5 Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the coverages and broader coverage grants. This coverage is Businessowners Coverage Form, except as provided below. Businessowners Coverage Form through new subject to the provisions applicable to the The following changes are made to SECTION ll - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - b. LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-100608 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured - Broad Form Vendors The following is added to SECTION II LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction Or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2661ADE20230 The Hanover Insurance Group.. 0B3 A915118 1001136 Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: (3) (5) (7) (9) The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. Alienated Premises SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. 4. Broad Form Property Damage - Borrowed Equipment, Customers Goods, Use of Elevators a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. 5. Incidental Malpractice - Employed Nurses, EMT's and Paramedics SECTION II - LIABILITY, C. Who Is An Insured , paragraph 2.a.(1)(d) does not apply to a nurse, 391-100608 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-21361ADE20230 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury - Broad Form a. SECTION II - LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION ll - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION ll - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment Or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (8) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-100608 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 Hanover Insurance Group.. 0B3 A915118 1001136 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 (1) If the "products - completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8. Unintentional Failure to Disclose Hazards The following is added to SECTION ll - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9. Unintentional Failure to Notify The following is added to SECTION ll - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". f. This Product Recall Expense Coverage does not apply: ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 The Hanover Insurance Group.. 0B3 A915118 1001136 1. SECTION I - PROPERTY, if two or more of this coverage part's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 2. SECTION II - LIABILITY, it is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, "suit", "occurrence", offense, accident, "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, "wrongful act" or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance 1. SECTION I - PROPERTY If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But, we will not pay more than the applicable Limit of Insurance of SECTION I - PROPERTY. 2. SECTION II - LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II - LIABILITY, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in paragraph c. below. However, if you agree in a written contract, written agreement, or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory, we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION II - LIABILITY, Exclusion g. Aircraft, Auto or Watercraft; and (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under SECTION II - LIABILITY to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I - PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 Hanover Insurance Group.. 0B3 A915118 1001136 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II - LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I - PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 DocuSign Envelope ID: 7246CD9A-8F31-4054-9F70-2B61ADE20230 HTAnover Insurance Group... 0B3 A915118 1001136 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II - LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 Information Technology Faraday Center, 1635 Faraday Avenue  Carlsbad, CA 92008  760-602-2450 t www.carlsbadca.gov September 21, 2020 Mr. David Krout Managing Partner ClientFirst Technology Consulting 980 Montecito Drive, Suite 209 Corona, CA 92879 Reference: Task Order No. 1 to the Master Agreement for Information Technology Project Management Services Dated September 12, 2019 for Telecommunications and VoIP Project Management Services Dear Mr. Krout: Subject: Approval of Time Extension The City of Carlsbad is requesting a time only extension to complete work under Task Order No. 1 to the Master Agreement for Information Technology Project Management Services Dated September 12, 2019 for Telecommunications and VoIP Project Management Services until September 25, 2021. All other provisions and requirements of the Agreement, will remain in full force and effect. Please sign below indicating ClientFirst Technology Consulting, is in acknowledgement and agreement to extend Task Order No. 1 to the Master Agreement for Information Technology Project Management Services Dated September 12, 2019 for Telecommunications and VoIP Project Management Services through September 25, 2021. Sincerely, Maria Callander David Krout Information Technology Director Managing Partner, ClientFirst Technology Consulting Attachment cc: Brent Gerber, Senior Management Analyst DocuSign Envelope ID: E938B48B-C9BE-41C7-A529-5EAA35E4A07F City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 5 TELECOMUNICATIONS AND VOIP PROJECT MANAGEMENT SERVICES FOR OPTIONAL PHASE 2 CONSULTING SERVICES This Project Task Description and Fee Allotment No. 5, is entered into on , pursuant to an Agreement between ClientFirst Technology Consulting, LLC, ("Contractor") and the City of Carlsbad, ("City") dated September 12, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide project management services for implementation of station review and call flow design services as described in the proposal (“proposal”), attached as Appendix “A.”. The Project services shall include Optional Phase 2 Consulting Services for Station Review and Call Flow Design. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment No. 5, signed by the City Manager and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within 60 working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on monthly invoices issued by Contractor. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $18,730. DocuSign Envelope ID: 5420A873-1788-4821-A2E4-F8C4595552B3 9/3/2020 City Attorney Approved Version 7/19/17 2 I TABLE 1 FEE ALLOTMENT TELECOMUNICATIONS AND VOIP PROJECT MANAGEMENT SERVICES FOR OPTIONAL PHASE 2 CONSULTING SERVICES TASK GROUP TIME & MATERIALS Optional Phase 2 - Consulting Services for Station Review and Call Flow Design $18,730 TOTAL (Not-to-Exceed) $18,730 CONTRACTOR (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant/Deputy City Attorney Date: DocuSign Envelope ID: 5420A873-1788-4821-A2E4-F8C4595552B3 ClientFirst Technology Consulting DAVID KROUT Managing Partner Tom Jakobsen ClientFirst Technology Consulting Senior Partner 9/3/2020 OPTIMAL TECHNOLOGY GUIDANCE CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE 1 | 4 July 30, 2020 Mr. Joe Stephenson Information Technology Operations Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Re: Telecommunications and VoIP Consulting Project Scope Addendum #1 – Addition of Optional Consulting Services Listed in Proposal Dear Mr. Stephenson: ClientFirst Technology Consulting is pleased to provide the City of Carlsbad with an addendum to our project proposal dated June 21, 2019, Exhibit A Telecommunications and VoIP Consulting. We appreciate the confidence you have placed in our services and look forward to working with you. Project Background The City of Carlsbad retained our services to assist with the design, selection and implementation of a new telecommunications system for the City. During our discussions regarding the project scope, the City determined that (at that time) they were not sure they needed some specific work steps/scope outlined in our proposal and scope. As a result, those steps were separated into optional services. These services involved our participation in working with the selected vendor to conduct detailed departmental station reviews, documenting each department’s operational preferences, building Visio flow charts for each department and automated attendant, reviewing those operational documents with the department, and obtaining agreement with each. This process is very similar to the methodology used to implement large software applications where customization and attention to detail is important. We have found that this process provides the department staff with: •A clear understanding of how the proposed system will work for them •Provides the departments with an understandable record of the planned operation •Increases staff/departmental acceptance and ownership of the new system and its operation •Provides documentation for the department and installation team to pretest and test thesystem to make sure it operates as planned •Provides City IT with documentation regarding the operation of every department,automated attendant, and contact center operation for the City in a Visio flow chart tool. This documentation can be easily maintained and updated as departments change. •Provides the selected vendor with clear, specific documentation of how the system shouldwork for each and every department. APPENDIX "A"DocuSign Envelope ID: 5420A873-1788-4821-A2E4-F8C4595552B3 Telecommunications and VoIP Consulting Project Scope Addendum #1 CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE 2 | 4 Project Work Plan and Fees Our fees are based on the actual time spent on the project by the staff assigned. The work plan below was included in the original proposal dated June 21, 2019, listed as Optional Phase 2 Services. This is an expansion of the original proposal. Our fees will not exceed these amounts unless the City decides to expand the scope of the project. Step Optional Phase 2 - Station Review and Call Flow Design and Documentation Total Hours Tom W Marcia Aaron Tom J Scope Notes 5 Detailed Station Review, Call Flow Process, and Design and Documentation We will work with each department to define the operational requirements and specific call flow requirements. This information will be documented using a Visio flow chart approach. These easy to read flow charts are then provided to the departments to confirm that they agree with the operational design. Once confirmed, this documentation is provided to the selected Cisco Partner and they will be required to program the telephone system to meet those operational needs. This step by step design, document, and confirmation approach reduces operational corrections later, and provides the highest quality operation for the departments. Assist with planning schedule. 6 2 2 2 Develop Visio Call Flow Documentation and monitor and participate in detailed station reviews. 68 8 60 Assumes CF development of Visio call flow diagrams for each City site to be used to verify and validate the operation, serve as documentation to be provided to the selected vendor, and as records and documentation of the telecom operation for the City. 6 Develop Automated Attendant and Call Accounting System Operation Automated attendant 18 2 16 We will design the automated attendant operational requirements and call flow, as well as develop sample scripts to be used for each. This information will be provided to City IT staff for approval. We will then coordinate with the selected vendor for programming and set up. Call Accounting Reporting design 10 2 8 Call Accounting systems can be designed to provide specific reports and to provide alerts and predetermined reporting automatically sent to specific staff. We will work with IT to determine the requirements and coordinate with the selected vendor regarding system set up and programming. DocuSign Envelope ID: 5420A873-1788-4821-A2E4-F8C4595552B3 Telecommunications and VoIP Consulting Project Scope Addendum #1 CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE 3 | 4 Step Optional Phase 2 - Station Review and Call Flow Design and Documentation Total Hours Tom W Marcia Aaron Tom J Scope Notes Ancillary devices design 8 8 There are often additional systems connected to the telephone system that must be reconnected to the new system or changed in some way. We will work with the City to identify those systems and work through the needed solutions. Hours 110 14 94 2 Fee Summary Telecommunications and VoIP Consulting Total Hours Tom W Marcia Aaron Tom J Phase 2: OPTIONAL SERVICES - Station Review and Call Flow Design Hours 110 14 94 2 Rates $205 $165 $175 $225 Fees $18,730 DocuSign Envelope ID: 5420A873-1788-4821-A2E4-F8C4595552B3 Telecommunications and VoIP Consulting Project Scope Addendum #1 CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE 4 | 4 Maximum Cost The consulting fees payable based on this agreement shall not exceed the amounts shown. Scope Changes and Management Alternative scope changes and fee adjustments are possible, and are dependent on specific project needs and staff resources and capabilities. Minor changes to the scope and methodology stated above will not result in a change in our fees. If the nature or scope of our work should change significantly during the project, we would discuss such matters and their effect on our fees and obtain written approval before proceeding. Project Staffing Thomas Weiman, Consulting Services Practice Leader, and Marcia Struwing will continue to provide the staffing for the project. Project Acceptance If you have any questions, feel free to contact me at 847.910.7047 or via email at tweiman@clientfirstcg.com for additional information. We look forward to the continued opportunity of serving the City of Carlsbad as one of our many satisfied clients. If this proposal is in accordance with your understanding of the services to be performed by us, please sign and date this letter, and return it to us, physically or electronically. Sincerely, Thomas Weiman Practice Leader Enterprise Communications Consulting Accepted by City of Carlsbad, CA Signature Date Name and Title (print) DocuSign Envelope ID: 5420A873-1788-4821-A2E4-F8C4595552B3 1 City Attorney Approved Version 7/19/17 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 TELECOMUNICATIONS AND VOIP PROJECT MANAGEMENT SERVICES This No. 1 Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between ClientFirst Technology Consulting, LLC, ("Contractor") and the City of Carlsbad, ("City") dated September 12, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide project management services for implementation of a telecommunications and VoIP system, attached as Appendix "A" for the Telecommunications and VoIP Project, (the “Project"). The Project services shall include Phase 1 – Cisco System Specifications Definition and Procurement and Phase 2 – VoIP Telecommunications Implementation Project Management. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within 30 working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year of date City Purchase Order is issued. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on monthly invoices issued by Contractor. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $81,140. DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 September 23, 2019 2 City Attorney Approved Version 7/19/17 TABLE 1 FEE ALLOTMENT TELECOMUNICATIONS AND VOIP PROJECT MANAGEMENT SERVICES TASK GROUP TIME & MATERIALS Phase 1 – Cisco System Specifications Definition and Procurement $17,180 Phase 2 – VoIP Telecommunications Implementation Project Management 63,960 TOTAL (Not-to-Exceed) $81,140 CONTRACTOR CLIENTFIRST TECHNOLOGY CONSULTING, LLC CLIENTFIRST TECHNOLOGY CONSULTING, LLC (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Assistant City Attorney DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 Managing PartnerDAVID KROUT Tom Jackobsen Senior Partner Tom Jakobsen (name misspelled) 9/23/2019FOR 3 City Attorney Approved Version 7/19/17 APPENDIX A SCOPE OF SERVICES DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 4 City Attorney Approved Version 7/19/17 DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 5 City Attorney Approved Version 7/19/17 DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 6 City Attorney Approved Version 7/19/17 DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 7 City Attorney Approved Version 7/19/17 DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 8 City Attorney Approved Version 7/19/17 DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 9 City Attorney Approved Version 7/19/17 DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 10 City Attorney Approved Version 7/19/17 DocuSign Envelope ID: 76E5CC2B-F271-4CE2-B87A-A2FC73DAF9C5 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8O9A3F80 MASTER AGREEMENT FOR INFORMATION TECHNOLOGY PROJECT MANAGEMENT SERVICES CLIENTFIRST TEHCNOLOGY CONSUL TING, LLC REEMENT is made and entered into as of the / ,;};th ~~1<1;-:-+bl-F-:H~~-• 20]9_, by and between the CITY OF CARLSBAD, a corpor ion, hereinafter referred to as "City", and ClientFirst Consulting Group, ClientFirst Technology Consulting, a LLC, hereinafter referred to as "Contractor." RECITALS day of municipal LLC, dba A. City requires the professional services of an information technology consulting firm that is experienced in information technology project management. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to information technology project management. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. To the extent any of the terms in any exhibit to this Agreement conflict, in whole or part, with the terms of this Agreement, the terms of this Agreement shall prevail. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 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 three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City City Attorney Approved Version 6/12/18 Sept. 10, 2019 Item #2 Page 88 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8O9A3F80 Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed five hundred thousand dollars ($500,000) per Agreement year. The total amount of the Agreement shall not exceed one million five hundred thousand dollars ($1,500,000) for the initial three year term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 Sept. 10, 2019 Item #2 Page 89 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8O9A3F80 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 attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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. 10. 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. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 3 City Attorney Approved Version 6/12/18 Sept. 10, 2019 Item #2 Page 90 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 4 City Attorney Approved Version 6/12/18 Sept. 10, 2019 Item #2 Page 91 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8O9A3F80 15. 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 are: For City: For Contractor: Name Maria Callander Name David Krout Title IT Director Title Managing Partner Dept Information Tech no log~ Address 980 Montecito Drive, Suite 209 CITY OF CARLSBAD CORONA, CA 92879 Address 1635 Farada~ Ave Phone 951.739.7989 Carlsbad, CA 92008 Email dkrout@clientfirstcg.com Phone 760.602.2454 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. 16. 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. YesD No [g) 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 5 City Attorney Approved Version 6/12/18 Sept. 10, 2019 Item #2 Page 92 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. 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. 23. JURISDICTIONS 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. 24. 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 Sept. 10, 2019 Item #2 Page 93 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8D9A3F80 to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill /II Ill Ill Sept. 10, 2019 Item #2 Page 94 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8O9A3F80 26. 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. Executed by Contractor this 14 day of __ ~+----+-----' 2o_l:!___. CONTRACTOR By: Va"AV k.~t (sign here) David Krout, Managing Partner (print name/title) (sign here) Tom Jakobsen, Senior Partner (print name/title) CITY 1SBAD, a municipal corporatio o . e Stre ~f California By: ( , 1'--t-- 1, I} :J' '---··tity Manager ATTEST: ~K1fl4lim~ BARBARA ENGLESON City Clerk Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: l}Jo.lJu,. C~ Assistantity Attorney Sept. 10, 2019 Item #2 Page 95 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-858C8D9A3F80 EXHIBIT "A" SCOPE OF SERVICES p· nmarv a dd ress o fF 1rm Firm's legal Name ClientFirst Consulting Group, LLC Firm's legal 980 Montecito Drive, Suite 209, Corona, CA 92879 Address Street Address 980 Montecito Drive, Suite 209 City I State I Zip Corona, CA 92879 Telephone number 951.739.7989 Email ksoriano@clientfirstcg.com p· nmary a dd ress f h" h c· rom w 1c 1ty contracte d ·11 b services w1 e provided: Firm's legal 980 Montecito Drive, Suite 209, Corona, CA 92879 Address Street Address 980 Montecito Drive, Suite 209 City I State I Zip Corona, CA 92879 Telephone number 951.739.7989 Email ksoriano@clientfirstcg;om Project Manager responsible for the Consultant Firm's service, delivery, execution and performance: Name and Title Tom Jakobsen Office phone 951.739.7989 x3100 Mobile phone 815.222.3441 Email tjakobsen@clientfirstcg.com CA Registration N/A No. (if applicable) Expiration date (if N/A aoolicable) Alternate contact for contracted services: Name and Title David Krout Office phone 951.739.7989 x2100 Mobile phone 951.858.3731 Email dkrout@clientfirstcg.com Sept. 10, 2019 Item #2 Page 96 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8O9A3F80 Project T earn and Approach The personnel selected for this engagement are experts in their given disciplines, chosen according to the specific needs of this project, working as an integrated team to provide end-to-end consulting and support services. - Organization Chart _ IT Infrastructure Tom Jakobsen Pmje<.t Morw(!er, SulJfcct,MOtter fJrpf!rt Aaron Ayala Project M<mo9er, Subjecr--Marrer 0t11e1 l Oalg W111lams Subject-Matier ~rt John Lamb@rt Sul;)ject-Matter £:(~ft Pete Gtazlcmo Subject-Metter F.xpert City Project Manager - Tom Jakobsen Cr 11 u,FmsrProJett Director - Enterprise Applications David Krout Prt>/ecl MO(ICf{}Cr, subjcr:t-Ma~trN f.xp.11rt SteV'e Robichaud Subject-t,,[aUlj'tCXpert andy Belcf,er Proje.cl Manager, 5ubject-Malt~r E.~trt Tarn Ly Subject-Matter Exp~rt TatJana Mt!!ser Projttt Manooer, subjttt•Matter tx..µett AleX'Merc::ado PIQject MO(IOJ}~(, SvbJei;t-Matter fxp!!rt Jan.Jak,obsen SvbJer.t-Matter &pert Support Staff ] Unified & Tele-Communications Tom Welman Projecr Manager, Subjll'Ct-Mo,tw t'xpert Marcia Struwlng s,,biect-Matter f~ert: Keith Ward Documtr1t 5peciali$t Krist el Soriano Document Sl)ecJalisr Erin Foster Dt1'um,:nr Spei:fulist Christina Lee Document Spet/ol/Jt Mary Wllllams F/J1onc(I/J11VQ/r:e $pe_doJist Sept. 10, 2019 Item #2 Page 97 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-858C8D9A3F80 Project Team locations The table below indicates Project Team member titles, roles, office of recOfd, and work performance office locations. . Office of Work Name'.! Title Role R J ' Perforn,ance ecorc:, Office TomJakobseil Partner, IT I nfrasb'uciute Project Manager, Corona, CA Corona, CA Subject-Matter Expert Aaron Ayala Senior IT Systems Engirieet Project Manager, Corona. CA Cornna, CA Subject-Maller Expert Craig Wiliams Director, IT lnfraslructure SUbject-Maller Expert Schaumburg, IL Corona, CA John Lambert Practice Leader, Subject-Matter Expert Oakland, CA Corona, CA Cable Infrastructure Pete Graziano Senior Network Engineer Subject-Matter Expert Schaumburg, IL Corona, CA David Krout Partner, Enterprise Project Manager, Corona, CA Corona, CA Applications Subjecl-Matter Expert Steve Robichaud Partner, Subject-Matter Expert Schaumburg, IL Corona, CA Enterprise App~cations Tam Ly Management ConStJUant. Subject-Maller Expert San Antonio, TX Corona, CA Enterprise Applications Alex Mercado Management Oonsullant Project Manager, Corona, CA Corona, CA Enterprise Appllcatioos Subject-Matter Expert T atjana Mese1' Management Consultant, Project Manager, Corona, CA Corona, CA Enterprise Applications Subject-Malter Expert Jan Jakobsen Management Consultant, Subject-Matter Expert Schaumburg, IL Corona, CA Enterprise ApplicaliollS Cindy Belcher Management Consullaot, Projecl Manager, Sacramento, CA Corona,CA Enterprise Applications Subject-Matter Expert Tom Weiman Practice Leader, Project rutanager, Schaumburg, IL Corona, CA Enterprise Communications Subject-Matter Expert Marcia Struwing Senlor Telecommur11c.atlons Subject-Matter Expert Schaumburg, IL Corona, CA Consultant Sept. 10, 2019 Item #2 Page 98 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 Pro'ect Team Roles All City of Carlsbad projects will be managed from our Corona, California office by local consulting managers. Tom Jakobsen -Partner, IT Infrastructure Project Role: Project Director, Subject-Matter Expert Tom Jakobsen has been managing local government infrastructure-related projects for over 20 years. He is directly providing project management, project oversight, project budgets, and managing project portfolios. Tom is often an escalation point for vendor management and project- related issues. Aaron Ayala -Senior IT Systems Engineer Project Role: Project Manager, Subject-Matter Expert Aaron Ayala has been providing local government infrastructure project management services for more than seven years. His role is direct project management of single or multiple vendor projects for structured cabling, video surveillance, door access control, network infrastructure, VoIP, firewalls, wireless and other technologies. He works directly with staff and vendors to implement the selected solution in the most cost-effective and efficient way possible. Craig Williams -Director, IT Infrastructure Project Role: Subject-Matter Expert Craig Williams career beginning as an architect, a Registered Communications Distribution Designer (RCDD) and then as CIO of multiple agencies has provided him with a depth of knowledge related to inside and outside copper and fiber-optic cable design and implementation. Craig can also assist in data center design and project management. John Lambert -Practice Leader, Cable Infrastructure Project Role: Subject-Matter Expert John Lambert is an RCDD with deep experience copper and fiber-optic cable design and implementation projects. John works regularly with architects and agencies on unique and challenging infrastructure projects including cabling, data center design, wireless and network. Pete Graziano -Senior Network Engineer Project Role: Subject-Matter Expert Pete Graziano has been working with local government agencies for 20 years provide network design and implementation services. His areas of expertise include locc;1I-and wide -area networking, server infrastructure, firewall security, public safety MDC/MDT communications, and much more. Sept. 10, 2019 Item #2 Page 99 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8D9A3F80 David Krout -Partner, Enterprise Applications Project Role: Project Manager, Subject-Matter Expert David Krout -CPA (inactive) has been continually working with municipalities nationwide on these application selection projects for over 20 years. David has interviewed thousand s of users, in all municipal departments, in business process workshops. For this project, David will persona lly lead every workshop at all levels. Steve Robichaud -Partner, Enterprise Applications Project Role: Subject-Matter Expert Steve Robichaud has been continually working with local government agencies for over 25 years and is a former President and General Manager of a nationally prominent local government software vendor. His background makes him invaluable in contract negotiations and implementation project management. Tam Ly -Management Consultant, Enterprise Applications Project Role: Subject-Matter Expert Tam Ly has 10 years of public agency experience, plus 10 years of public sector management consulting experience. Tam formerly worked in finance for the City of Wellesley and Boston Edison electrical utility. Tam Ly has worked on two dozen projects with similar scope and will serve as a business process analyst and senior management consultant. He will also assist with project coordination. Alex Mercado -Management Consultant, Enterprise Applications Project Role: Project Manager, Subject-Matter Expert Alex has a degree in accounting and has worked on dozens of ERP software selection, process reviews, application consulting, and implementation assistance projects. He will serve as a business process analyst and provide technical analysis of the vendor proposals. Cindy Belcher -Management Consultant, Enterprise Applications Project Role: Project Manager, Subject-Matter Expert Ms. Belcher is an accomplished Public Safety and IT Professional with over 20 years of industry experience. She is familiar with all facets of the software project lifecycle -project management, consulting, training, and support -and has helped an unprecedented number of organizations to successfully implement and sustain their systems. Tatajna Meser -Management Consultant, Enterprise Applications Project Role: Project Manager, Subject-Matter Expert Tatjana Meser has over eight years of experience with local government agency software implementations. Her in depth experience with software configuration, business analysis, and user needs assessment allows Tatjana to successfully oversee project implementations of standard and customized software. In addition, her portfolio includes assessment, planning, implementations, configuration, integration, upgrades, customizations, testing, and documentation. Sept. 10, 2019 Item #2 Page 100 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-858C8D9A3F80 Jan Jakobsen -Management Consultant, Enterprise Applications Project Role: Project Manager, Subject-Matter Expert Jan Jakobsen has 30 years of experience in ERP support, implementation, training, project management, and business process analysis. She has been exclusively dedicated to local government agencies for 15 years and is the senior-most ERP implementation project manager at CLIENTFIRST. Jan will assist Steve with evaluation of the vendor's implementation statement of work and planning. Tom Weiman -Practice Leader, Enterprise Applications Project Role: Project Manager, Subject-Matter Expert Tom Weiman leads the CUENTF/RSTTelecommunications Practice and has been working with local government agencies to replace or upgrade their telecommunications systems for more than 20 years. Over that time, he has saved clients millions of dollars through telecommunications system replacement and services consolidation or telecommunications system audits. Marcia Struwing -Senior Telecommunications Consultant Project Role: Project Manager, Subject-Matter Expert Marcia Struwing has over 20 years of telecommunications experience. Marcia assists with telecommunications system procurements, provides project leadership and technical expertise for a wide range of telecommunications systems implementation projects. Her expertise lies in carrier services, VoIP systems, hosted telecommunications systems, call centers, and billing. Project Description / Scope ofProject Management Services l.id:St441:;£f48•1k•i•hi•i The City of Carlsbad is in the process of updating and enhancing the City's information technology infrastructure. As this project proceeds, it has been determined that the City requires ongoing supplemental project management to: Assist the City in managing vendor work efforts Provide detailed design specifications where necessary Manage the change-order process and provide recommendations on specific change-order requests Identify project risks and develop risk-mitigation plans Maintain project schedules and action items and provide ongoing follow up Inspect vendor work efforts and manage vendor documentation and project close-out activities Supplement City staff as necessary to assist in on-schedule and on-budget project completion Implementation of an information technology infrastructure is a complex process and will need to be carefully coordinated. New data network equipment, Voice-over-Internet Protocol (VoIP), and associated services will provide the City the opportunity to reduce costs, increase collaboration and connectivity, and improve services. The implementation of the new system will require coordination of facility improvements, structured cabling systems data network upgrades, VoIP system implementation, vendor management, device migration planning, training planning, and several other activities. We have extensive experience in Sept. 10, 2019 Item #2 Page 101 of 113 r------- DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 assisting clients with project management and implementation for these types of integrated information technology systems. To that end, we have developed the following methodology to assist the City with the implementation and project management of the improved infrastructure, telecommunications system, and services. Pro'ect Management Methodolog Project Initiation Phase CLIENTFIRST will provide project management services to assist the City of Carlsbad with the successful implementation of technology projects. CLJENTFIRST's Project Management services utilize PMI industry best practices and follow a structured methodology to insure the successful completion of projects on time and within budget. Each of these project process groups and potential activities and services provided are described below. The initiation phase of a Project is an important step when formulating the business case and authorization to begin a project. For any typical technology project, this process begins with the development of a Project Charter and an assessment of the impacted groups (stakeholders). CLIENTFIRST Project Management oversight begins with the development of a project charter to identify the following: Project definition and impacted stakeholders Identification of Project Sponsors, authority of Project Manager Preliminary scope and estimated timeline Business objectives and measurement matrix Once a City of Carlsbad project has been authorized and the initial Project Charter developed, the CLJENTFIRST Project Manager will continue to work with City staff to develop the detailed components of the Project Management Plan during the Project Planning Phase. Sept. 10, 2019 Item #2 Page 102 of 113 DocuSign Envelope ID: 8DF6BC 13-88ED-4628-967 A-858C8D9A3F80 Project Planning Phase Knowledge Areas The planning phase of a project plays a critical role in its overall success. CLIENTFIRST's extensive PM experience with a variety of City technology projects will play a critical role to ensure that all of the Project Management Plan components are addressed and accurately reflect the goals -· - and objectives of the project. Each of these plan components will be skillfully laid out to account for the time, budget, and -· -· scope constraints identified during this planning phase. \ , Below is a brief description of tasks/inputs for each of these -.... _a knowledge areas. -~-* - Scope Management Plan A l\'a --- A CLIENTFIRST scope management plan begins with collecting details on the specific requirements that are needed to meet the project's business objectives. Depending upon the specific project, this process usually begins with needs assessment activities, such as workshops, interviews, surveys, observations, to document the specific needs, organizational impacts, as well as resources that will be needed for the project. Time {Schedule) and Resource Management Plans Based on the scope of the project that has been identified, a baseline schedule is determined that considers the available resources and activities required to be completed. These plans require the following inputs to be identified during the planning process: Define specific activities/actions to be performed to meet deliverables Define sequencing of activities to be completed and identify interdependencies Estimate Activity resources (quantity, duration , schedule availability) Develop baseline project schedule Risk Management Plan For significant projects, risks need to be identified early on to avoid major delays and budget overruns. The purpose of a risk management plan is to identify potential risks, access the impact of the risk on the project, and determine potential mitigation strategies to address each of the risks identified. Some risks have more substantial impacts on a project and require aggressive actions, while others are low impact risks that only require monitoring and awareness. The goal of the risk management plan is to be proactive in dealing with potential issues on the project and adjusting accordingly to the overall Project Management Plan. Sept. 10, 2019 Item #2 Page 103 of 113 DocuSign Envelope ID: 8DF6BC 13-88ED-4628-967 A-B58C8D9A3F80 Cost Management Plan (Budget) Based on the initial scope and resource plans identified, a cost management plan will be identified for each project. There is a direct correlation between time, scope, and costs to every project. This is commonly referred to as the Project Manager's Triple-Constraint Triangle. The idea being that an adjustment to one of these areas will have a positive/negative effect on the other elements within the Budgcucost constraint triangle. For example, if the project schedule needs to be extended, there will be a direct impact on the cost of the project. By doing a thorough analysis of requirements and project scope during the planning phase of the project, significant budget overruns can be avoided later in the project and/or can be accommodated within contingency plans identified as part of the project risk assessment. CL/ENTFIRST'S experience with similar technology projects will play a significant role in identifying costs and resources needed for these types of projects. Our expertise in navigating similar initiatives will help to more accurately identify potential costs and risks to further plan strategies to mitigation unforeseen problems or roadblocks on any City IT project. Quality Assurance Plan A Quality Assurance plan and associated detailed test plans are not just nice to have, but rather an essential success factor for all project initiatives. As part of the overall Project Management Plan, a well-conceived Quality Assurance process needs to be identified and implemented in order to meet the business objectives for the project. Communication Plan The Communications Plan deals with the "people-side of change" and plays an integral part in the success of any project. As part of the overall Project Management responsibilities provided by CLIENTFIRST to the City of Carlsbad, a realistic communications plan will be developed to keep all levels of participants/stakeholders informed about the project's status, deliverables, and activities. Based on the initial stakeholder assessment completed as part of the Project initiation activities, a mutually agreeable communications plan will be developed for each project. The communication plan will identify the means, frequency, and audience of the various types of communication channels desired for the type of project initiated (e.g., bi-monthly status calls, monthly Executive Sponsor hi- level briefings (project dashboards), detailed action item lists etc.) Execution / Monitoring and Controlling Project Phases Based on all the planning work completed during the initiation and planning phases of the projects, the execution phase focuses on deploying and executing each of the above discussed components of the Project Management Plan. These activities include the day-to-day deployment of activities and deliverables, in concert with the execution of the communications plan and stakeholder management plans. Depending on the type of project, the execution phase could also include the formal procurement process for selecting a vendor with the best fit to requirements identified early on in the project. Sept. 10, 2019 Item #2 Page 104 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-858C8O9A3F80 Throughout the execution phase of the Project, there will most likely be changes identified to scope, resources needed, project schedule, and potential costs. All these types of adjustments will be managed and addressed by the CL/ENTFIRST Project Manager through a formal, agreed-upon change control process. The success/completion metrics established during the planning phase will also be used to monitor the health and progress of the projects. Project plan documents will be updated and maintained throughout the lifecycle of the project. Other types of project assistance include: Executing the Quality Assurance plan Third-Party Vendor Management -contract negotiations, Statement of Work review and development, resource scheduling, budget controls Execution of communications plan and monitoring change management initiatives Monitoring project costs, deliverables, resources, schedules and update plansaccordingly Maintain and update Project Risk Management Plan as needed Coach, mentor, and motivate team members and contractors, and influence them to take positive action and accountability for their assigned work Providing escalation assistance to address critical issues before, during, and after they may arise to determine contingency/mitigation strategies Project Closure The final project process group is Project Closure. On any given project, there are always lessons to be learned and processes identified that could be improved that would benefit future initiatives. This final project phase is an opportunity to compile lessons learned, conduct a final project analysis against metrics established early on, as well as archive project documentation and supporting materials for future reference. ical Pro·ect Mana ement Scope and Work Steps This project will require coordination of City personnel, selected vendors, and the CLIENTFIRST team. Following are the typical work steps for technology projects: 1. Project Management and Routine Planning Meetings The selected vendor will be required to provide a proposed implementation schedule. We will review the schedule and recommend modifications, as necessary. Project Planning Meetings -We will work with the City and the selected vendor to customize this plan to meet the City requirements and cause as little disruption as possible. The process will require discussions and planning meetings on the best method to convert, modify, and enhance existing infrastructure and associated services. Routine Project Meetings and Calls -We will conduct meetings with the equipment and telecom service vendors and maintain ongoing communications to ensure that the implementation of the system goes as smoothly as possible. Implementation Status -We will monitor the status of the equipment installation at various points during the project. We anticipate at least weekly meetings/conference calls throughout the implementation. Change Order Monitoring -Part of this process will be to monitor any change orders and proposed upgrades or modifications to the system design and configuration. Our work will also include routine meetings with the City regarding the status of the project and budget. Sept. 10, 2019 Item #2 Page 105 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 2. Project Management Duties -Ensuring that projects follow the City's long-term objectives We will work with the selected equipment vendor to design and implement the new data network equipment and design. Manage overall project scope and change control procedures for the City Provide recommended next steps and impact analysis when required Provide project oversight, guiding infrastructure projects to meet City goals Identify critical due dates and deliverables Highlight risks and assist with mitigation as appropriate Maintain a high-level project plan Assist the City in identifying and developing communications plans Assist with development of Disaster Recovery and Security procedures to support City initiatives Perform quality assurance checks and develop benchmarks to instill project integrity 3. Vendor Management -Saving money through best-practice vendor controls We will work with the selected equipment vendors and selected wide area network carrier to coordinate the implementation of the new systems services and the conversion of the existing services. Assist the City in the definition of vendor scopes of work Create bills of material for procurement activities Follow City procurement ordinances and policies and best practices Assist the City in procuring IT infrastructure equipment and services Assist the City in directing and coordinating vendor activities Review and validate vendor documentation Review vendor implementation work efforts and provide feedback to City Create punch lists and communicate with vendors as necessary Assist the City in determining payment schedules and timing 4. Implementation Assistance -Creating project momentum When necessary, we will assist City staff in key implementation tasks to maintain project momentum and prevent delays. Monitor project progress to completion Assist in the coordination of vendor implementation activities Develop communications for implementations Assist in the creation of policies and procedures in implementation activities Develop standard operating procedures and other documentation in support of vendor implementation activities Review and comment on vendor-provided documentation Implement phased payment methodology to ensure consistency of duties performed by vendor Sept. 10, 2019 Item #2 Page 106 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-858C8O9A3F80 5. Project Close-Out -Ensuring compliance with contract, legal, and code requirements Part of any project is "close-out", which includes verifying all project requirements are met: documentation, final vendor payments, and knowledge transfer. We will work with the City to validate vendor fi nal vendor installation steps and make sure that the City receives proper documentation and support to reduce ongoing costs. Assist in project close-out activities Finalize documentation and procedures Assist in vendor payment and quality assurance discussions Example Technology Discipline Expertise We believe CL/ENTFIRST offers the greatest overall diversity and breadth of knowledge for mid-sized local government, independent IT consulting services. Our project team is involved daily with in-depth projects and services including: IT Support Operations to over a dozen cities Application Software Selection Consulting for all major enterprise application systems IT Infrastructure Design, Procurement, and Implementation Cybersecurity Disaster Recovery Planning GIS Operations Support and Consulting Telecommunications Design, Procurement, and Auditing IT Project Management Assistance SAVE 0 Time {jjJ) Money m Resources INCREASE ~ ( \ Expertise ~ Service iJ Elf iciency .. Sept. 10, 2019 Item #2 Page 107 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 Additional information on our key practice areas are included below. IT Infrastructure Consulting A core competency of CL/ENTF/RST is the design and implementation of IT infrastructure. We have ongoing projects that include pre-construction planning, structured connectivity system design, outside plant fiber design, network design, implementation, support, and maintenance. This includes design and implementation of the following elements: Local Area Networks Wide Area Networks Virtual Server Environments Cloud Computing Video Surveillance Systems Door Access Control Systems Structured Connectivity Systems Outside Plant Fiber Optic Design Microsoft, Linux, and other server-based implementations Wireless Networks (LAN and point-to-point) Disaster Recovery and Redundant Systems Internet Access and Redundancy Secure Networks for Public Safety Applications Dedicated Cellular Network Connectivity for Public Safety Uninterruptable Power Supply (UPS) systems Firewall Design, Selection and Implementation Voice-over-IP, Video-over-IP, and other quality-of-service networks SCADA network We work with each client to design, procure, and implement the appropriate solution according to their unique requirements. We have significant experience with Public Works bid projects in addition to the more traditional RFP and vendor selection methodologies. For Public Works bid projects, we provide ongoing contract administration expertise in conjunction with the Public Works Department. We utilize a traditional American Institute of Architects (AIA) methodology for these projects, including cut sheet review and approval, weekly project meetings, multiple site visits (as needed), punch lists and documentation close-out. ·,{, c·A \ •~t . ·,, :..a-.. , ~ -1,.,/.7 1 •., ~ . ---~ # -o· '. ~ ''1•?J ,~-'• ... :::' ·-· 7 Often, we are asked by our clients to provide implementation project management for complex multi- vendor infrastructure upgrades. We utilize traditional project management methodologies to develop, track and, if necessary, expedite these projects. We work with our clients to establish realistic completion dates and then work to resolve any issues encountered during the project in a time sensitive way. The projects we manage are completed on budget and within the timeframes provided by the client. Pro·ect Management Services One of CLIENTFIRST key differentiators is that, in addition to providing highly skilled technicians, we provide our cli ents with tremendously experienced Project Managers. These individuals work with public agencies over 75% of their time and have extensive knowledge of industry best practices. This combination of knowledge and experience has resulted in success stories from IT departments across the country. Sept. 10, 2019 Item #2 Page 108 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 Our IT Management practice area works with clients to improve the quality of their IT management and service delivery. We apply our knowledge in this area to each of our clients ' situations and customize our management style to fit their specific needs. We provide our clients with a complete project management methodology that improves communication and delivery of services and lays the groundwork for high-quality, low-cost solutions that meet the City's needs. Because we are a full-service, independent consulting firm, we can provide non-biased expertise in all areas of information technology. Our methodology includes: Strategic Planning -Maintaining a Five-Year Strategic Plan and Capital Replacement Plan Project Planning -Planning and executing individual projects on time and within budget Budgeting -Working with our client to maintain their IT budget and meet budgetary goals Regular Communications - Communicating upcoming goals, objectives, and IT support status through monthly or quarterly IT committee meetings • Rapid Escalation -Rapidly escalating critical problems within CLIENTFIRST so the right rubject- Strategy Improvement Design Operation Transition matter expert can be engaged to resolve the problem quickly and efficiently Attention to Detail -Working to maintain accurate documentation and track maintenance and vendor contracts and software licenses to ensure that there are no surprises in these often-overlooked areas Regular Measurement -Measuring our accomplishments monthly and working to improve our performance Productivity Improvement -Continually assessing areas for improved business processes, rather than simply maintaining existing systems elecommunications Consultin CLIENTFIRST's telecommunications consulting practice originated as a national practice group within a large public accounting firm more than 25 years ago. Our practice separated from the accounting firm to maintain our product independence and control hourly rates. The stability, continuity, and connection of our staff are unique in the telecommunications consulting industry and provide our clients with a focused and experienced team of professionals. We provide a wide breadth of professional services that include: Systems evaluation and assessments Telecommunications system management projects Voice and data cable infrastructure design and engineering LAN/WAN assessments, design, procurement, and implementation VoIP (Voice-over-Internet Protocol) readiness reviews and assessments Telecom billing audits and cost reviews Strategic IT and telecommunications planning Systems design and alternative analysis Sept. 10, 2019 Item #2 Page 109 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-858C8O9A3F80 Business continuation planning and disaster recovery planning Call center planning and operational design Competitive system and vendor selection Project management and implementation projects CLIENTFIRST is recognized nationally by many of the industry's leading vendors because they appreciate the fairness and objectivity we demonstrate when dealing with their organizations. This high level of visibility results in the best competitive proposals in response to CLIENTFIRST's RFP documents and provides the information our clients need to make informed decisions and realize the best value for their purchasing dollar. pplications Consultin Practice Profile CLIENTFIRST's enterprise applications consulting team has been conducting these specific types of assessments, process reviews, procurements, and implementation assistance for over 20 years, originating within RSM McGladrey, the nation's fifth-largest CPA/Consulting firm. CLIENTFIRST leverages this experience to the client's advantage through a unique approach to software selection, which considers the vendor's perspective while working with clients to navigate the complexities of software needs assessment, selection, contract negotiation, and implementation. We identify an organization's strategic, organizational, application, and functional requirements- specific to the client's business processes-to determine which solutions are the best fit for both customer and vendor. Our clients appreciate the honesty and diligence with which we conduct our projects, and many clients continue relying on our services after their first project with us. The level of risk and the probability of achieving a successful implementation is directly related to the amount of proper due diligence employed. At CLIENTFIRST, we take every possible step to decrease this risk level through best practices. Because of the level of due diligence that we require , software vendors welcome the opportunity to respond to our RFP documents, giving your organization the chance to find the best functionality fit by evaluating an adequate number of qualified vendor responses. Application Consulting Services PROCESS REVIEW Bus,nosi: Case Anaty1,1s Prellmm..ry Nee<ls A~se"'11el11 & Recommoodnllori:s Process Analysis and Docum•mli"llion SOFTWARE SELECTION Fealure/Funcllon Re-qwrements 0etin1t10ns I mple11~nlallon R"'-k Assessments Change Managemen! RFIIRFP Development Vt,nd(J( A11al')'SIS /!, Evaluations 0emonstra\lon F acllilijlion Conlracl Negolialtuns IMPLEMENTATION ASSISTANCE Pro}t'CI Overs,ghl lmplemenlmion Project Management Cooveraoon Assislnn«! Ad Ha,; Repo1l W1ilinyAs~lstanc;; lnlegrauonll~ef!aoo .A.sll-!stance APPLICATION IMPROVEMENT Ass.essmenl of Current Needs & Gi!pS A,;.s.ess~nl of Fealures, Training. Support. & Reporting Issues RF I Docwnentat1on Vendor Pwpos.al Hev1ew & 0emons.1ralion Management Contract Negotlallo11s Changi! Management Risk A:,,5essments Implementation Assistance Sept. 10, 2019 Item #2 Page 110 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8O9A3F80 While we do provide specialized software selection and implementation services, we pride ourselves on our well-rounded practice and approach to these types of projects. The level of risk and the probability of achieving a successful implementation is directly related to the amount of proper due diligence employed. At CLIENTFIRST, we take every possible step to decrease this risk level through best practices. Because of the level of due diligence that we require, software vendors welcome the opportunity to respond to our RFP documents, giving your organization the chance to find the best functionality fit by evaluating an adequate number of qualified responses. Departmental/ Functional Area Experience Council/Board Administration Building & Safety City Clerk Finance Fire Library Utility Billing Customer Service/Call Centers Payroll Human Resources Planning Police Purchasing Public Works Parks & Recreation Engineering GIS Water & Waste Water Sanitation Field Operations Laboratories Environmental Sciences Facilities Treatment Plants Fleet Management Engineering Warehousing SCADA Information Systems Application Experience General Ledger Budgeting Project Accounting Grant Accounting Accounts Receivable Cash Receipts Purchasing & Receiving Bids Management Contract Management Accounts Payable Fixed Assets Loans Special Assessments Financial Reporting Ad Hoc Reporting Business Licensing Applicant Tracking Human Resources Employee Self-Service Benefits Tracking Time & Attendance Payroll CIS& Utility Billing Customer Service/Call Centers Backflow Service Orders Work Orders/Preventative Maintenance Inventory Management Fleet Management Planning Permitting Inspection Code Enforcement Land/Parcel/Address Management Computer-Aided Dispatch (CAD) Records Management Mobile Computing Citizen Request Management GIS Adjudication Citation Management Database Management Sept. 10, 2019 Item #2 Page 111 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 Master Agreement Rate Schedule Our professional fees and expenses are based on the scope and approach outlined in our statement of qualifications. Our standard billing rates for these types of services reflect the levels and skill sets of the consultant(s) assigned to specific aspects of the project. Pricing will remain firm for the three- year term of agreement. Staff -IT Infrastructure 1 Tom Jakobsen 2 Aaron Ayala 3 Craig Williams 4 John Lambert 5 Pete Graziano Enterprise Applications 6 David Krout 7 Steve Robichaud 8 Cindy Belcher 9 Tam Ly 10 T atjana Meser 11 Alex Mercado 12 JanJakobsen Unified and Tele-Communications 13 Tom Weiman 14 Aaron Ayala 15 Marcia Struwing Support Staff 16 Keith Ward 17 Kristel Soriano 18 Erin Foster 19 Christina Lee 20 Mary Williams Sub-Consultants Partner, IT Infrastructure Senior Systems Engineer Director, IT Infrastructure Practice Leader, Cable Infrastructure Senior Network Engineer Partner, Enterprise Applications Partner, Enterprise Applications Management Consultant, Enterprise Applications Management Consultant, Enterprise Applications Management Consultant, Enterprise Applications Management Consultant, Enterprise Applications Management Consultant, Enterprise Applications Practice Leader, Enterprise Communications Senior Systems Engineer Senior Telecommunications Consultant Document Specialist Document Specialist Document Specialist Document Specialist Finance / Invoice Specialist All proposed personnel are CUENTFIRST consulting staff. Expenses Expenses· Mileage $ 0.58 / mile $ 225 $175 $195 $ 205 $180 $ 225 $ 225 $175 $160 $150 $150 $150 $ 205 $175 $165 $ 55 $ 55 $ 55 $ 55 N/A 0% Sept. 10, 2019 Item #2 Page 112 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 dditional Services/Purchases b Other Seekin Public A encies CL/ENTFIRST acknowledges that other public agencies may seek to "piggyback" under the same terms and conditions of a resulting similar services contract and/or purchases being offered in this contract. CLIENTFIRST has the option to agree or disagree to allow contract piggybacks on a case-by-case basis. Before a seeking public agency can piggyback any contract, the seeking agency must first obtain CLIENTFIRST's written approval. Sept. 10, 2019 Item #2 Page 113 of 113 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-858C8D9A3F80 ~ I DATE (MM/DD/YYYY) ACORD® CERTIFICATE OF LIABILITY INSURANCE ~ 6/12/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~1~CT Diane Nquyen Bowermaster & Associates rA~~)N.t l=v+I· 714-733-6200 I FAX 10805 Holder St /AIC Nol: Ste 350 ~t'DAJ~ss: dnguven@bowerrnaster.com Cypress CA 90630 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A: Citizens Insurance Company of America 31534 INSURED CLIECON-01 INSURER B: Allmerica Financial Benefit Insurance Co 41840 ClientFirst Consulting Group, LLC INSURER c: Philadelphia Indemnity Insurance 18058 1181 California Ave Suite 270 INSURER D: Corona CA 92881 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: 726016377 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE •••<>n ••n,n POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y y OB3A915118 4/16/2019 4/16/2020 EACH OCCURRENCE $2,000,000 I CLAIMS-MADE [8J OCCUR DAMAGE TO RENTED $300,000 PREMISES /Ea occurrence) f--MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 f-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 ~ □ PRO-DLoc PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y f-- OB3A915118 4/16/2019 4/16/2020 COMBINED SINGLE LIMIT (Ea accident) $2,000,000 ANY AUTO BODILY INJURY (Per person) $ f--OWNED -SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS ONLY f--AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ f--f--$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ B WORKERS COMPENSATION W23A883062 4/16/2019 4/16/2020 X I ~'ffruTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes. describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below C Technology E&O PHPK1957301 3/31/2019 3/31/2020 Per Claim/Aggregate 2,000,000 Deductible 10,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, (or if applicable -the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers are Additional Insured as respects to General Liability and Hired & Non-Owned Auto Liability; coverage is Primary, and Waiver of Subrogation applies per attached forms. CERTIFICATE HOLDER 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, City of Carlsbad 2560 Orion Way tr;:;µ Carlsbad CA 92010 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 8DF6BC13-BBED-4628-967 A-B58C8D9A3F80 !&~Hanover ~ Jnsurance Group_ 083 A915118 1001136 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-858C8D9A3F80 c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured -Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured -Broad Form Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c. With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8D9A3F80 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally 3. undertakes to make in the usual course of business in connection with the sale of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale !&~Hanover ~ Insurance Group .. OB3 A915118 1001136 The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Alienated Premises SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION II -LIABILITY, C. Who Is An Insured , paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-B58C8D9A3F80 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6. Personal Injury -Broad Form a. SECTION II -LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b. SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is replaced by the following: b. Malicious prosecution or abuse of process. c. The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14. "Personal and advertising injury": "Discrimination" (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1) Not done intentionally by or at the direction of: (a) The insured; (b) Any officer of the corporation, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d. For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Discrimination" means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e. This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7. Product Recall Expense a. SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired Property is replaced by the following: o. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4) Failure of any products to accomplish their intended purpose; (5) Breach of warranties of fitness, quality, durability or performance; (6) Loss of customer approval, or any cost incurred to regain customer approval; (7) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8) Caprice or whim of the insured; (9) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b. The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 DocuSign Envelope ID: 8DF6BC 13-88ED-4628-967 A-B58C8D9A3F80 c. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a. The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1) Insureds; (2) "Covered Recalls" initiated; or (3) Number of "your products" withdrawn. b. The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. c. The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d. All "product recall expenses" in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e. Any amount reimbursed for "product recall expenses" in connection with any one "occurrence" will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. f. If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses" to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses" in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment !&~Hanover ~ Jnsurance Group._ OB3A915118 1001136 of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": (1) Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of "your product" and the reason for the withdrawal or recall; (2) Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e. For the purposs of this endorsement, the following definitions are added to SECTION II -LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Covered recall" means a recall made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in "your product" has resulted or will result in "bodily injury" or "property damage". 2. "Product recall expense(s)" means: a. Necessary and reasonable expenses for: (1) Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967 A-858C8D9A3F80 f. (2) Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Remuneration paid to your regular "employees" for necessary overtime; (4) Hiring additional persons, other than your regular "employees"; (5) Expenses incurred by "employees" 8· including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; (7) Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are 9. required to avoid "bodily injury" or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b. Your lost profit resulting from such "covered recall". This Product Recall Expense Coverage does not apply: (1) If the "products -completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2) To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 DocuSign Envelope ID: 8DF6BC13-SSED-4628-967 A-B58C8D9A3F80 1. SECTION I -PROPERTY, if two or more of this coverage part's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. 2. SECTION II -LIABILITY, it is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, "suit", "occurrence", offense, accident, "wrongful act" or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, "wrongful act" or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance 1. SECTION I -PROPERTY If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But, we will not pay more than the applicable Limit of Insurance of SECTION I -PROPERTY. 2. SECTION II -LIABILITY If other valid and collectible insurance is available to the insured for a loss we cover under SECTION II -LIABILITY, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in paragraph c. below. &~Hanover ~ Insurance Group .. OB3A915118 1001136 However, if you agree in a written contract, written agreement, or written permit that the insurance provided to any person or organization included as an Additional Insured under this Coverage Part is primary and non-contributory, we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Property Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to SECTION II -LIABILITY, Exclusion g. Aircraft, Auto or Watercraft; and (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under SECTION II - LIABILITY to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-858C8O9A3F80 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I -PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 0816 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 DocuSign Envelope ID: 8DF6BC13-BBED-4628-967 A-B58C8D9A3F80 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. !&~Hanover ~ Insurance Group .. OB3A915118 1001136 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 DocuSign Envelope ID: 8DF6BC 13-88ED-4628-967 A-858C8O9A3F80 insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers. f. When this insurance is excess, we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. On each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I -PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 DocuSign Envelope ID: 8DF6BC13-88ED-4628-967A-B58C8D9A3F80 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following: (1) Someone insured by this insurance; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair such rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. &~Hanover ~ Insurance Group .. OB3A915118 1001136 We waive any right of recovery we may have against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property. 391-1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81