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HomeMy WebLinkAboutClientFirst Consulting Group LLC dba ClientFirst Technology Consulting; 2019-07-23;September 24, 2019 Tom Wieman ClientFirst Technology Consulting Group, LLC 980 Montecito Dr., Ste. 209 Corona, CA 92879-1793 C cityof Carlsbad Re: Termination of Agreement for Telecommunications and VoIP Consulting Service Dear Mr. Wieman: Be advised the above referenced agreement dated July 23, 2019 is terminated effective September 10, 2019 because we have entered into a new master agreement that will be replacing the subject professional agreement. Task Order No. 1 for VoIP consulting services under the new master agreement for project management was fully executed on September 23, 2019. If you have any questions, please direct them to Joe Stephenson at Joe.Stephenson@carlsbadca.gov or Brent Gerber at Brent.Gerber@carlsbadca.gov. Sincerely, vJI/ OA1a r!ud {lJtr zdM Maria Callander Information Technology Director c: IT Contract Administration Information Technology Department Administration 1635 Faraday Avenue I Carlsbad, CA 92008 I 760-602-2450 t AGREEMENT FOR TELECOMMUNICATIONS AND VoIP CONSULTING SERVICES CLIENTFIRST TECHNOLOGY CONSULTING THIS AGREEMENT is made and entered into as of the ala r"'j day of -----""""'=4------' 20~, by and between the CITY OF CARLSBAD, a municipal corporati , ("Cit '), and ClientFirst Consulting Group, LLC, dba ClientFirst Technology Consultin , a California Limited Liability Company, ("Contractor"). RECITALS A. City requires the professional services for Telecommunications and VoIP Consulting services. B. Contractor has the necessary experience in providing professional services and advice related to Telecommunications and VoIP. C. 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. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. No other extensions will be allowed. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be ninety-nine thousand, eight hundred, seventy dollars ($99,870). This amount includes eighty-one thousand, one hundred, forty dollars ($81,140) for project hours and fees; and, eighteen thousand, seven hundred, thirty dollars ($18,730) for optional services of station review and call flow design. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 6/12/18 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. 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 negligence, recklessness, or willful misconduct 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 City Attorney Approved Version 6/12/18 2 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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. 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. City Attorney Approved Version 6/12/18 3 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 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. 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. For City Name Maria Callander Director of Information Title Technology Department Information Technology City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. (760) 602-2454 For Contractor Name David Krout Title Managing Partner Address 980 Montecito Drive, Suite 209 Corona, CA 92879 Phone No. (951) 739-7989 Email dkrout@clientfirstcg.com 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. City Attorney Approved Version 6/12/18 4 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~ 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. 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 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 City Attorney Approved Version 6/12/18 5 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. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 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. City Attorney Approved Version 6/12/18 6 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. CONTRACTOR By: CITY OF CARLSBAD, a municipal corporation of the State of California By: ;t,1~ Chief O~ns Officer Ill ATTACHED CERTIFICATE ,·.,,,Ir)_ David Krout, Managing Partner (':)~ ------~~--------(print name/title) ATTEST: By: (sign here) ~(y-:__ BARBRENGLESON t)tn~ City Clerk (print name/title) If required by City, 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 Chairman, President, or Vice-President Group 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. APPROVED AS TO FORM: ::LIA A~J[ Attorney Assistant cityAttorney City Attorney Approved Version 6/12/18 7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • ;, A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy; or validity of that document. State of Cal.~rnia , J . County of KI Vl/S JCle On 01 J ,i,;1 _l1 Date personally appeared ---+--<----=---=---...__--'"--"-''-----'--------,,.__,.-----------+--------t I r~-o/ / ., who proved to me on the basis of satisfactory evidence to be the person(~ whose name)e:1" is/5"e subEc ib~d to the within instrument and acknowledged to me that he/~/t~y executed the same in his/ r/1ii'eir authorized capacity~, and that by his~r/-µ,{sir signature(efon the instrument the person~, or he entity upon behalf of which the personjief acted, executed the instrument. A.I"""""'"" · SAMANTHA DIAZ C0 •. #22HS05 Notary Public • Califomla RIVERSIDE COUNTY My Comm. Exp. JUNE 29, 2023 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h~d official seal_. __ _ Signature D ~ ~ ----------------opnoNAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. . 1. ~~,,. + _ J ·p C r..s 1+,·/111 s;vi, vi cff C I en, 71 .. Description of Attached Document (JJ\-'A Vlll q lA 1 ( I Title or Type of Document: //t?{,R,l//ltllt /n,tl/t. l{1'11P'!Atli@hn.bocument Date: 01 f Jt,{ / "\ Number of Pages: I!) · ~igner(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conserv □Other:----------:;~----­ Signer Is Representing:---,,,,-,~------ Signer's Name:----==:.,,,.....,,.::::::._ ________ _ □ Corpora 1cer -Title(s): ______ _ □ er -□ Limited □ General Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Other: _____________ _ Signer Is Representing: ________ _ EXHIBIT "A" SCOPE OF SERVICES Phase 1 Work Plan I l 2 3 t 4 ~ 5 Phase 1 -Cisco System Specifications Definition and Procurement Work wiU1 IT Department to conduct Operational System Design and Call Flow Meetings -To determne telephone counts, types of station equipment needed, and system configur:3tion planning (e g. analog stabon ports, paging integration, SIP circuit and services, ACD seats and features, call accwiting, Vt/Ware deploymenl mobilrty and collaboration tools, etc.) "This process Wlll pl'O\'lde the basis for definition of the system configll'ation. "This configuration infonnation will be developed into a Request tor Quotation and used lo obtain specific vendor quotes for Cisco products and services. Review current Cisco software licensing options and Telephone Stations -This step oonlirms the roost current software and hant.vare tools, bundles. and arrangements. Develop Baseline System Configuration and L.abor,1mplementation Scope of Service Document -This document is to be provided to the City's selected Cisco partner. Note: This ts not an RFP This would be a /owsed spedficatJons and labor cJocument. Provide baseline document to City's Cisco Partner -ConckJct a specifications review workshop 'A'ith Partner. Review an~ Assess Cisco Partner Proposal and Configuration -This review indJdes a fOOJs to detennine what is being proposed and how it meets the operational baseline information provided to the Cisco Partner. CUENTFIRSTTECHNOLOGY CoNSULTING Of'TIMAl TECHNOLOGY GUIOANCI 18 16 8 2 20 4 8 4 8 2 8 Telecommunications ~nd VoIP Consulting (f:ity of (',arlsbad Scope Notes "The focus of Ille project 1s lo define the needed telephone sets, soltware license bundles, deployment strategy, vendor scope, and estimated costs using the Cisco Platform. The Cily IT Department has 2 perfonned high-level internal needs assessment reviews, and has information on operational and general requirements. "The focus of lllese interviews is on the City's IT Department, but City to detemune if more departments should provide input "The sofiware user lieense bUnd1es and 6 hosted arrangements change so mudl that we need to confinn the current Cisco product arrarl!-'Jements. "This process will provide speaflc requirements, including City hardware, 16 software, and operational requiremen1S. The City's selected Cisco Partner will use this informabon to develop a specific quote. "The City's selected Cisco Partner 'o\1II use this 111formaoon to develop a specific quote. 4 I The selected vendor may propose hardware 1 and software usi1g prong from the State Contract resources and their speafic labor tor implementation activities as defined in the Specifications Basellne Document We -MU reV1ew the vendor quotation and intonnaoon submiss1011 to detemvne the validly of the venoor proposal and indusion 6 or all required information and scope. As part of this review, we wm also provide the Cit'!' v.rth a !lE!neral assessment of the City Attorney Approved Version 6/12/18 I 6 7 Phase 1 -Cisco System Specifications Definition and Procurement Conduct Configuration Planning and Clarification Meetings • There will likely be questions, clarifications, and modifications to lhe configuration, and some may require discussions with the City and Cisco Partner Contract. Negotiation -Once the BOM and labor scope of work ,s detenn1ned-finahzed, we wiU assist the City in negotiation of the purchase contract and maintenance contract. Hours Phase 2 Work Plan 12 18 92 Telecommunica,tions a,nd VoIP Consulting (Ciryof Carlsbad --Scope Notes quotltion and pndng c.tscounts submitted as they compare to the ~eral market. We will v«>rk with the City and the selected Cisco vendor to review the quotation and 8 4 scope to address any custonization changes or rrodifications to the City's needs. 14 4 We plan lo assist the City in frlalizing the purchase contract for the system and laba. 50 42 I Phase 2 -VOiP Telecommunications Implementation Project Management II Tom W I Marcia ■II Scope Notes 1 Project Mana~ment and Planni119 Meetin!js Contraa Ne!:lotiation Process ( Completed in Phase 1) Project Setup Equipment Ordering BOM and Delivery Status Project Management MeelilgslCalls -We have found that conducting a weekly internal City call on Monday, and then a call with the selected vendor as well as the City provides the City with the best approach and coordination. Phone system 1mptementation -(assume grouped site conversion over summer, all seMCeS) Post-implementation support Clean up remaining smaD items CUENrflRSTTEettNOLOGY CoNSULTING OPTIMAL UOWO..OGY GUC>ANCI 6 30 112 32 12 5 . 4 18 32 16 4 1 9 2 12 32 16 8 4 I I [ Assumes a 16-week Implementation. I I 32 16 -- ~ City Attorney Approved Version 6/12/18 I 2 Phase 2 -VOiP Telecommunications Total Implementation Project Management Hours Project Definition and Schedule Creation 1Norx with team to establish milestone schedule 8 Work with team to establish networx adaptation 7 and installation schedule Work with team to establish detailed phone 10 implementation sche<1Jle. 'Nork with team to establish Go Live 4 assignments and sche<1Jle. 3 Review Final Data Network Design 4 Review of subnet and IP addressing. Review rrulrlg_ and QoS. Review physical install and inventory process documentation. Review and finalize test_ptan. Monitor and Coordinate Telecom Services Carriers Implementation Assist City IT staff in determining the selected vendor to provide 1he new SIP telecommunications SeMces. CUENTFIRSTTECHNOlOGY C.ONSUlTING OP'TIMAl TEOfNOLOGT GUID,,,_.CI 8 2 3 3 16 Tt>lecommunications and VoIP Consulting ( City of Carlsbad ■■II■ Scope Notes 4 4 2 2 8 2 2 =1= 4 12 10 4 4 1 2 2 1 4 1 1 1 our understandLOQ is that the Crtv will be handlillll the data network adaptation (Subnet, IP addressillll, etc.) OIi' approach assumes basic Cf advice and participation in Data Network VoIP planning 'i\a conference calls With selected vendor Our partidpaoon brngs best pradices recommendations to the discussion. It is our understanding that the City will be migrating from the existing PRI services to new SIP Trunking services from a carrier. our understanding is that these seNices woutd be purchased trom AT&T on the State's CALNet3 Contract. However, If the City decides it 'MJUld prefer to develop an RFP for cornpetrtive vendor quotes. we will adapt our scope to ada-ess the City's City Attorney Approved Version 6/12/18 I Phase 2 -VOiP Telecommunications Implementation Project Management Plan and coordinate the elimination of the old telecom servb!s. Dial plan developmenl Plan, price, and coordinate the implementation of the new SIP Trunking services. Detailed Station Review, call Flow Process. and Design and Documentation (Opt ional Services)-In some cases, vendcxs can prOYk:le this assistance as pan of their deploymenl 5 However. this is not true in all cases, and as a result, we will v.«k with the City to detennine if these steps shoU1d be added once the scope of v.K>rl< and the selected vendor's ability to provide this service is detennined_ 6 t 7 Assist With planning schedule Deveklp VISIO Call Flow Documentation, and morvtor and panidpate in detailed station reviews. Develop Automated Attendant and Call Accounting System Operation (Optional Services) Automated attendant Call Accounting Repormg design Ancillary dew:es desi!ln Monitor and Audit Staff and Administrative Training CuENrffRSTTf CHNOLOGY CoNSULTING OPTIMAL TICHNOlOGY GU10ANCI 28 20 24 8 · · d V IP C It· ,(CiL" of Tl':11':c ommun,c.ihons an O onsu ,ng c'-1 bJ d ,ar s a I Tom W : Marcia ■■ Scope Notes 4 4 4 11 I needs. This RFP and Competitive Quote process is not included in the scope. We will provide the CItp,rth a list of services to cancel and consider-to<ancel. 24 City will place orders for cancellation_ Coordinate v.tlh Crty Telecom Staff. Crty staff members to adlvefy work with CF. 16 20 8 Assumes 8 weeks of conference and status calls with selected carrier during implementatJon and Port Planninq_ The selected vendor will be required to proooe end user training and system rnanagement/aaninistrative training for the new system. Training approaches vary City Attorney Approved Version 6/12/18 I I I Phase 2 -VOiP Telecommunications Implementation Project Management 8 Operational Testing 9 Testing Plan Review Monitor vendor tesung -Sample Tesong Reconcile the Final Billing ITom Vendors (Equipment and carriers) 10 Conduct a 30-Day Operational Review for Acceptance 4 2 26 6 Hours 350 CUENTFIRSTTEU1NOLOGY CoNSULTING Of"TlMAL Ttoo«>lOGY GUIDAIKI Teleeommunic.ations and VoIP Consulting { City of C.,arlsbad -■■ Scope Notes 2 2 2 2 24 3 3 108 173 12 45 24 trom project to project and can include a train-the-trainer approach or traditional classroom style training. We will work With the City to detennine the best approach and coordinate with the selected vendor. Using the detailed operational infonnation developed earlier, we wil conduct sample testing of departmental system operation. The vendor wiU be required to conclld extensive testJl'l!l of the 11\Staled system. We believe the replacement of a teleconvnunicaoons system 1s an Ideal tine to restructure and rewce operational costs for telephone lines and services. Depen<in!l on the condition of the services, b1ll1ng arrangements, etc., we might need to oonduct a ITlCl'I! in-depth seMCeS re\liew than was conducted thus far In the project. Our time in this step assumes review of Telecom billl'l!l for removed seMCeS and I SIP, and typically requrres ttvee cycles for COO.Jllelion. The system v,;u be required to operate I v.ffllout a problem for JO continuous days. If the system has a problem, the vendor wiU be required to repair the issue and the 30- day clock starts <Ner. Dunng that time, the City will retain 25% of the system purchase price. Our work here is to coordinate the formal acceptance of the system once this requirement and others are met. City Attorney Approved Version 6/12/18 Optional Phase 2 Services I 5 6 ll Optional Phase 2 -Station Review and Call Flow Desiqn and Documentation Detailed Station Review, call Flow Process. and Design and Documentation Assist with plannill!l sdledule. Devebp VISio ca11 Flow Documentation and mooitor and participate in detailed station reviews. Develop Automated Attendant and Call Accountin_q System Operation Automated attendant CUENrf1RsrTftt1NoLOGv CoNsum Nc ornMM. TtC>IKOlOGY GUS>ANCJ Telecommunic.,tions ""d VoIP Consulting ( C:ity of Carlsbad ••••• Scope Notes 6 2 2 68 8 60 t 18 2 16 13 2 We >MIi work v,;tt, each department to define the operatiOnal requirements and speafic caD !low requirements. This information wll be documented UStng a 1 Vasio now chart approach. These easy to read now charts are then provided to the departments to confirm that they agree 11.11h the operational design. Once connrme<l lhls documentation is provided to the selected Cisco Panner and they will be required to program the telephone system to meet those operallonal needs. This Slep 't1f step design, doa.ment. and confirmation approach reduces operational corrections later, and provtdes the highest quality operabOn for the departments. Assumes CF development or Visio call now di~rams for each City srte to be used 10 verify and validate the operation, serve as documentation to be provided 10 the selected vend<X'. and as records and documentation or the telecom operation for I the City. We v,;.11 design the automated attendant operational requirements and call now, as well as develop sample scripts to be used for each. This mforroation will be provided to Qty IT staff for approval. We 'A,11 then coordnate 'Anh the selected vendor tor I ~ramming and set up j City Attorney Approved Version 6/12/18 I I Optional Phase 2 -Station Review and Call Flow Desi~n and Documentation call Accounting Reporting design Ancillary devices design Hours CUENTflRSTTtCHNOLOGY CoNSUlTING 01f'TtMAL. T£CKNOLOCiY GUlOANCI 10 8 110 Telecommunications and VoIP Consulting (c. 1 .itby odf Cars a Ill■■ Tom J Scope Notes ca11 Accounfing systems can be designed to ~e specific reports and to provide alerts and predetermined repolting 2 8 automatically sent to specific staff. We will work v.1th IT to detennine the requJrements and coordinate With the selected vendor re:9,3rcing ~tern set u,e anitProg_rammng. There are ollen additional systems connected to the telephone system 1hat 8 must be reconnected to the rlf!!"N system or changed 111 some way. We wil work with the City to identify those systems and wortc ---th~h the needed solut10ns. 14 94 2 City Attorney Approved Version 6/12/18 14 Fee Summary Telecommunications and VoIP Consultin Telecommunie.Jtions and VoIP Consulting f Ci Ly Of Carlsbad ----PtJase 1: Cisco System Specifications Definition and Procurement Hours 92 50 42 Rates S205 $165 $175 S225 Fees $17,180 PtJase 2: VoIP Telecommunications Implementation Pro;«t Management Hours 350 108 173 45 Rates $205 $165 $175 Fees $63,960 Total Pro;ect Hours and Fees Hours 442 158 215 45 Rates $205 $165 $175 Fees $81 ,140 Total $81,140 P1MR I: OPJJOIML SBMCES -aCdfkwtDeslgt, Hours 110 14 94 2 Rates $205 $165 $175 Fees $18,730 Proiect Start We can begin the initial activities related to this project, such as project coordination and scheduling, within 1-2 weeks of finalizing an agreement regarding this proposal. Scope Changes and Management 24 $225 24 $225 $225 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 wlll not result in a change in our fees. If the nature or scope of our work should change significantly during the project, we will discuss such matters and their effect on our fees and obtain written approval before proceeding. Payment Terms We invoice monthly as work proceeds. CUENTFtRST will provide detailed accounting of all consulting time and expenses on the invoice. Payments are due within 30 days of receipt, via check or ACH. Additional Services/Purchases by Other Seeking Public Agencies CuEmflRST acknowledges that other public agencies may seek to ~piggy-back" under the same tem1s 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 piggy-backs on a case-by-case basis. Before a seeking public agency can piggy-back any contract, the seeking agency must first obtain CUENTFIRSTS written approval. CL/Eff1FIRST T£CHHOLOGY CoNSULTING Ol'T1MAI. TECHNOWGY GUIO-AHCE City Attorney Approved Version 6/12/18 15 ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 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~~~cT Diane Nauven Bowermaster & Associates ~.~~N,t c-•· 714-733-6200 I FAX 10805 Holder St IA/C Nol: Ste 350 it1l~~ss: dnauven<@.bowermaster.com Cypress CA 90630 INSURER{Sl 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 lndemnitv Insurance 18058 1181 California Ave Suite 270 INSURER D: Corona CA 92881 INSURER E: INSURER F: 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF .~m-Ji~, LTR •••~n un,n POLICY NUMBER IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y y 083A915118 4/16/2019 4/16/2020 EACH OCCURRENCE $2,000,000 f------~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $300,000 MED EXP (Any one person) $10,000 ~ f---------PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 Fl □ PRO-□LOC PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ / A AUTOMOBILE LIABILITY y y OB3A915118 ~ 4/16/2019 4/16/2020 fOMBINED SINGLE LIMIT Ea accident) $2,000,000 ✓ ANY AUTO BODILY INJURY (Per person) $ ~ OWNED -SCHEDULED AUTOS ONLY AUTOS BODIL y INJURY (Per accident) $ HIRED f------NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY /Per accident) $ -$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ B WORKERS COMPENSATION W23A883062 4/16/2019 4/16/2020 X I ~i'fruTE I I OTH-ER AND EMPLOYERS" LIABILITY Y/N ANYPROPRIETOR/PARTNERIEXECUTIVE □ N/A E.L EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 ~m:~rt-¥i~ OnFdOPERATIONS below EL DISEASE -POLICY LIMIT $1,000,000 C T echnoiogy E&O PHPK1957301 3/31/2019 3/31/2020 Per Claim/Aggregate 2,000,000 Deductible 10,000 I 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 27~~;~x-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 !&~Hanover ~ Insurance 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 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 (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 4 ~Hanover ~ Insurance Group. OB3A915118 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, 8. 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 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 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 ~ Insurance 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 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 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, "~rongfu'I 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. @})H,~,~~r. OB3 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 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 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 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_ , O83A915118 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 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 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