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HomeMy WebLinkAboutContract 1995 ContractNo. 16' City Cleric ' rs deft Risk lay AGREEMENT FOR SERVICES ' I ��- BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND CLIENTFIRST CONSULTING GROUP, LLC, DBA CLIENTFIRST TECHNOLOGY CONSULTING This Agreement for Services ("Agreement") is entered into as of this 24th day of August, 2022 by and between the City of Cathedral City, a municipal corporation ("City") and Clientfirst Consulting Group, LLC, dba ClientFirst Technology Consulting, a California limited liability company ("Contractor"). City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. City has sought, by request for proposals the performance of the services defined and described particularly in Section 2 of this Agreement. B. Contractor, following submission of a proposal bid for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for one year commencing on the date first ascribed above. SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. Contractor agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. The Services shall be completed pursuant to the schedule specified in Exhibit "A."Should the Services not be completed pursuant to that schedule; the Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. - 1 - of Contractor's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 "Indemnification" and Section 17 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor's guarantees and warranties in Section 9 "Standard of Performance" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. All final work product developed by Contractor in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such final work product if paid for by the City. This provision specifically excludes Contractors' work notes and drafts, which are owned by Contractor, not City. SECTION 7. CONTRACTOR'S BOOKS AND RECORDS. (a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor's performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this Agreement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the - 3 - generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit"A" "Scope of Work"that shall also be applicable to Contractor's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Contractor warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this section. SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and - 5 - (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. SECTION 16. INDEMNIFICATION. (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor's services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all liability(including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor, in the performance of professional services under this Agreement. Notwithstanding the foregoing, to the extent that the Consultant's services are subject to California Civil Code Section 2782.8, the above indemnity, including the cost to defend, shall be limited to the extent required by Civil Code Section 2782.8. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in - 7 - subcontractors, if any, assigned to perform the Services prior to and during any such performance. SECTION 20. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty(30)days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) Contractor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor's possession shall be returned to City. Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 21. DEFAULT. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 "Termination of Agreement." Any failure on the part of the City to give notice of the Contractor's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION 22. EXCUSABLE DELAYS. Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, - 9 - SECTION 27. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 28. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the City Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City's City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City's rights under this Agreement. All other amendments shall be approved by the City Council. SECTION 29. WAIVER. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work by Contractor shall not constitute a waiver of any of the provisions of this Agreement. SECTION 30. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside. SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 32. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, - 1 1 - CITY OF CATHEDRAL CITY Charlie McClendon City Manager ATTEST: Tracey Rj -rmosillo City Clerk APPROVED AS TO FORM Eric Vail City Attorney CLIENTFIRST TECHNOLOGY CONSULTING Dam' rout Managing Partner - 13 - EXHIBIT "B" COMPENSATION See Page 46 of Client First Technical Consulting's Proposal. C-1 not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above. (3) Workers'Compensation. Workers'Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence. (4) Professional Liability. $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. 2. Commercial General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Contractor's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor's insurance. (3) Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation C-2 E\is 10 it Information Technology Master Plan We assess overall technology strengths and weaknesses. From these, we determine key strategies, goals, and objectives to address identified issues, which are provided in a preliminary report summarizing our findings and • observations along with corresponding technology • initiatives. Stakeholder Team Development PROJECT INITIATION AND Kick-oft • TECHNOLOGY INVENTORY Change Management Technology Inventory 0 Non-IT Department Assessment Workshops tr_ ASSESSMENT IT Infrastructure Operations and Staffing Review O Assess Strengths and Weaknesses Define Strategies.Goals and Objectives Develop Preliminary Initiatives I Projects RESEARCH AND PROJECT smug Recommendations O INITIATIVE DEVELOPMENT Reseal chAlternative Solutions Preliminary Budgets and Pnoritizations Project Sponsor and IS 111.1.1 PLANNING AND Project Committee PRIORITIZATION WORKSHOPS Executive Management Cost-Benefit.ROI Considerations FINAL REPORT AND Develop Final Report Leadership and Elected Officials PRESENTATIONS PresentationslWorkshops ■ L a) (i) CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE Information Technology Master Plan <nMeni city Project Initiation and Information Gathering Project Kick-Off and Initiation The project kick-off is a time to review the City's available documentation and background information, as well as set expectations for the project. We provide information requests and questionnaires for completion by the operational departments and other stakeholder groups. After obtaining and reviewing the background information, we meet with the Project Manager and Technology Planning Committee to review the work plan, establish overall responsibilities and communications for the project, schedule meetings, and finalize the project plan details. Assessment Operational Department Reviews The focus of operational department reviews is understanding current and future use of technology to support the business operations of the organization. The best source of information regarding gaps and Ilk issues with the technology are the individuals who work with it on a daily +► basis. We conduct workshops with representatives from each department at all levels. This provides an opportunity for users to voice concerns, share gaps in IT services, and identify strengths and % `t weaknesses of current technology and business processes. Workshop discussion topics include: • Enterprise and Departmental Application • Departmental Needs Application Analyst Needs • Business Processes • Enterprise Communications • Improvements and Automation • Remote Access and Mobile Computing • Application Interfaces and Data Sharing • Emerging and Smart Technologies • GIS • Regulatory Compliance Issues • Reporting Issues • Technology Governance • User IT Support Needs • Smart City Applications • User Training Recommendations • ROI or Cost-Benefit Considerations IT Infrastructure and IT Operations Review ClientFirst conducts infrastructure reviews with highly qualified subject-matter experts, performing infrastructure and operations reviews with systems engineers that continually design, implement, and maintain IT infrastructure. Our infrastructure and operations workshops focus on assessing the City's network topology and cybersecurity readiness, as well as IT service delivery. We will tour the City's major technology facilities. We plan to meet with IT management to discuss the current budget, as well as existing and planned IT-related projects. Our IT operations subject-matter experts currently design, procure, support, manage infrastructure, and support operations daily for numerous local government agencies. We address potential areas for improvement, such as staff productivity, collaboration alternatives, policies and procedures, security, disaster recovery, etc. CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE Information Technology Master Plan fit, ClientFirst will conduct a gap analysis as a precursor providing specific recommendations, including projects, approaches, and best practices. We do not resell any hardware or software, so our recommendations and examples are vendor-agnostic. The options we suggest are tailored to accommodate agency skill sets, knowledge, current environment, strategic direction, and budget realities. We provide unique service options that go far beyond traditional Technology Assessment and Plans because of the depth of our team's IT Infrastructure and IT Operations practices. Our clients benefit from these in-depth technical services because of the long-term value they add to the assessment and planning. Risk Assessment Our team conducts a high-level evaluation of the City's cybersecurity posture. The assessment includes the following related findings, recommendations, and initiatives. • IT Network and Infrastructure • Resiliency • Cybersecurity Readiness • Policies, Procedures, and Effective • IT Operational Readiness Cybersecurity Processes • Incident Response Capabilities IT Staffing Assessment ClientFirst's project team includes an IT T��„n.; n,,'' Operations Practice Leader who manages daily IT support operations for multiple agencies, as c°m"'°°'°a"°°s Management well as ongoing contract IT Management and CIO services. This daily, hands-on experience results in real-world, relevant recommendations regarding support for current and emerging technologies. ClientFirst will perform an IT staffing Needs Assessment and review existing IT outsourcing Fiep Desk/Nebmaster contracts and arrangements. We look at the City's current and future resource requirements, service-delivery model, IT support structure, and staff capabilities and skill sets and perform spe F secs t;;�eC s a gap analysis. After identifying strengths and weaknesses, we discuss potential structures, skill sets, and training options. Staffing recommendations and other metrics are based on benchmark surveys of similar organizations coupled with our own experience in managing similar IT environments. Their current and relevant experience with government agencies was a real value. They could provide valid examples, and in many cases provide apples-to-apples comparisons, so it made the process easier. ClientFirst had direct experience about what other cities had done and how well it worked for them, so their recommendations were supported by meaningful examples and experiences, making the process feel very personalized. —Administrative Services Director CA Municipality CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE Information Technology Master Plan A Technology Initiative Determination We assess overall technology strengths and weaknesses. From these, we determine key strategies, goals, and objectives to address identified issues, which are provided in a preliminary report summarizing our findings and observations along with corresponding technology initiatives. Initiative categories include: • Best Practices • IT Operations • Technology Governance • Cybersecurity/Risk Assessment • Departmental Applications and Systems • Telecommunications • Smart Technologies • IT Staffing • IT Infrastructure Technology Initiative Development After categorizing the technology initiatives, we research implementation and support costs and prioritize them based on their level of importance to daily business operations. We then consolidate them into a Current State Technology Assessment and Recommendations Report, used for our workshops. This report contains descriptions of our findings and observations, recommendations, next steps, preliminary budgets, implementation timelines, as well as any dependencies that were identified as part of the process. PMI, COBIT, and ITIL, as noted earlier, are applied as methods of adopting and incorporating best practices into the City's operations. We expect to identify approximately 60-100 technology projects or initiatives in the following categories: • Application Enhancements • Information Technology Staffing and • Business Process Improvements and Training Training Needs • Technology Governance • GIS Improvements • Network Infrastructure M � T • Telecommunications Infrastructure • Business Continuity =: �_ --•.-• =_ --_ -_-- • Cybersecurity = • Help Desk and Metrics • Policies and Procedures -_ • Emerging and Smart Technologies " --__ on� • Cloud Computing Additionally, we include planning for ongoing operations, maintenance and support budgets, and the development of project durations for each major initiative. I received a lot of feedback from the departments about how they can see the positive changes that are ahead and have a much-improved opinion of the City's IT department. It has had a very positive impact on the IT team members. A woman in the department wanted to retire this year but has decided to delay her retirement for five years because she is so excited about the new purpose. Staff members are excited about coming to work because they have a new plan and manager,with new training and education,and a new purpose for their efforts. — Director of Finance and Administrative Services FL Municipality CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE Information Technology Master Plan A Planning and Prioritization Workshops With our Current State Technology Assessment and Recommendations Report in hand, we conduct planning and prioritization workshops. We discuss our findings and recommendations with the Project Manager, Department of Information Technology, Technology Planning Committee, and executive management. Departments and Project Team Workshops The Departments and Project Team Workshop focuses mainly on operational needs, such as business processes, user productivity, software improvements, and customer service. 4e The goal of these workshops is for the consulting team and City `4 staff to develop consensus on the recommendations and �� '" objectives. The workshop format is conducive to a free-flowing discussion of ideas, while also providing an opportunity for City 4 staff to question our assumptions, budgetary cost models, recommended priorities, and suggested solutions. , • We strive to understand the City's budgetary constraints and develop creative solutions within those constraints. We will work with the City to prioritize projects via cost-benefit analysis and other ROI considerations. IT Infrastructure and Operations Workshops This workshop focuses primarily on findings and recommendations related to the City's IT infrastructure, day-to-day operations, metrics, and staffing. Prioritization Workshops Once the entire project team is educated on the technology initiatives for the five-year planning period, we conduct a prioritization workshop in two parts. The initial prioritization will be conducted without the Project Committee seeing the project cost estimates. Priorities are then adjusted after taking budget and resource realities into consideration. The workshop methodology prepares team members for the ongoing task of Technology Governance by helping them understand resource limitations and their effect on technology priorities. This workshop broadens the horizon of each team member to include a better understanding of colleagues' needs in other departments. ClientFirst keeps an eye on the costs. I feel David Krout's accounting background was evident in the way CF evaluated expenses. They were always looking for the"low-hanging fruit", the"big win", and the most cost-effective way for the agency to achieve its goals. Their approach was very real-world. With other consultants, it seemed like the suggested solutions were pretty canned or the latest-and-greatest in the industry, instead of solutions that were specific to the agency's situation. —IT Director CA Municipality CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE Information Technology Master Plan A Executive Committee Workshop We conduct an Executive Committee Workshop to educate and gain feedback from the City Executive Team. It is important for City leadership to understand the prioritization and importance that the Information Technology Department, as well as other departments, have placed on the various initiatives. The Executive Team will be able to take these prioritizations into account and then make final priority and budget adjustments from leadership's point of view. Naw-I,rpNeNt..Ns.NWss N.D.Tv.,hass+"e..*w.w.•••wen,•,.e 2', N N A..Y..* I L.JY VI XL II*we To*Nth Mogen.. II SpR L'S x% Nh IIN•i [wwa.a..w.+.,e....�w�ss,. 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N V.IS LX ix F N..♦s MNw..M Pr*NtN.r..41N N.t Final Report and Presentations We finalize our findings and recommendations, budgets, and implementation timelines to create the City's Technology Assessment and Master Plan Report, complete with supporting documentation. Final report presentations will be made to City Executive Management as well as City Council. L...._,_,...**, :: - '..'..d.' ........ ..............r. ....... ..... ......... ..... . s; IW CLIENTFIRST TECHNOLOGY CONSULTING =,0 OPTIMAL TECHNOLOGY GUIDANCE Clni b l-� iB Information Technology Master Plan Fee Summary Our professional fees are based on the scope and approach outlined in this proposal, including expenses. Our standard billing rates for these types of services are dependent on the levels and skill sets of the consultant(s) assigned to specific aspects of the project. Total Cindy/ Tom/ Information Technology Master Plan Billable David Jamie Keith Toby Tam Hours Hours by Consultant 387 111 109 116 24 27 Rate $215 $195 $215 $175 $160 Fees $78,580 Travel and Related(Waage) $300 T.Co,.(No.- -Exoeed) $78,880 Project 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 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 will discuss such matters and their effect on our fees and obtain written approval before proceeding. Payment Terms We invoice monthly as work proceeds. ClientFirst 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 ClientFirst 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 or proposal. ClientFirst has the option to agree or disagree to allow contract piggybacks on a case-by-case basis. ClientFirst agrees to extend the same pricing, terms, and conditions as stated in this contract or proposal to each and every political entity, special district, and related non-profit. It is understood that other entities shall make purchases in their own name, make payment, and be liable directly to ClientFirst. The agency shall in no way be involved or responsible to ClientFirst for other entities' purchases. CLIENTFIRST TECHNOLOGY CONSULTING OPTIMAL TECHNOLOGY GUIDANCE ® DATE(MMIDD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 9/28/2022 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 ALTEI IE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BI1n WTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. J�r ,1�/ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain pol statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Sandra Per( Bowermaster&Associates PHONE 10805 Holder St (ac.No.Ext):714-733- Ste 350 ADDRESS: sperez@bl Cypress CA 90630 INSU NAIC# INSURER A:Citizens Insurance Company of America 31534 INSURED CLIECON-01 INSURER B:Allmerica Financial Benefit Insurance Co 41840 ClientFirst Consulting Group, LLC 980 Montecito Drive, Ste 209 INSURER c:Philadelphia Indemnity Insurance 18058 Corona CA 92879 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1927674149 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. IY EXP NSR ADDLTYPE OF INSURANCE INSD SUER POLICY NUMBER (MM/DDYEFF/YYYY) (MM/DD/YYYY) LIMITS LTR INSD WVD A X COMMERCIAL GENERAL LIABILITY Y Y OB3A915118 4/16/2022 4/16/2023 EACH OCCURRENCE $2,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES EaENTEoccur ence ) $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 X POLICY JE T LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY OB3A915118 4/16/2022 4/16/2023 COMBINED(Eaaccident) SINGLELIMIT $2,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION W23A883062 4/16/2022 4/16/2023 X STATUTE ETH AND EMPLOYERS'LIABILITY YN ANYPROPRIETOR/PARTNER/EXECUTIVE NN/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 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Technology E&O Ind Cyber PHPK2399525 3/31/2022 3/31/2023 Per Claim/Aggregate 2,000,000 Deductible 25,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Cathedral City,officers,officials,employees and Volunteers are Additional Insureds as respects to General Liability per attached endorsement form. Waiver of Subrogation applies to General Liability per attached endorsement form.30-day notice of cancellation is provided per policy provisions. 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 Cathedral City 68700 Avenida Lalo guerrero AUTHORIZED REPRESENTATIVE Cathedral City, CA 92234 l ilta ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 4HTianover Insurance Group_ 0B3 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 - (2) Premises you own, rent, lease or LIABILITY: occupy; or 1. Additional Insured by Contract, Agreement or (3) Your maintenance, operation or use of Permit equipment leased to you. The following is added to SECTION II - b. The insurance afforded to such additional LIABILITY, C.Who Is An Insured: insured described above: Additional Insured by Contract, Agreement or (1) Only applies to the extent permitted by Permit law; and a. Any person or organization with whom you (2) Will not be broader than the insurance agreed in a written contract, written which you are required by the contract, agreement or permit to add such person or agreement or permit to provide for such organization as an additional insured on additional insured. your policy is an additional insured only with (3) Applies on a primary basis if that is respect to liability for "bodily injury", required by the written contract, written "property damage", or "personal and agreement or permit. advertising injury" caused, in whole or in part, by your acts or omissions, or the acts (4) Will not be broader than coverage or omissions of those acting on your behalf, provided to any other insured. but only with respect to: (5) Does not apply if the "bodily injury", (1) "Your work" for the additional insured(s) "property damage" or "personal and designated in the contract, agreement or advertising injury"is otherwise excluded permit 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: The most we will pay on behalf of the (1) Unless the written contract or written additional insured for a covered claim is the agreement was executed or permit was lesser of the amount of insurance: issued prior to the "bodily injury", 1. Required by the contract, agreement or "property damage", or "personal injury permit described in Paragraph a.; or and advertising injury". 2. Available under the applicable Limits of (2) To any person or organization included Insurance shown in the Declarations. as an insured by another endorsement This endorsement shall not increase the issued by us and made part of this applicable Limits of Insurance shown in the Coverage Part. Declarations (3) To any lessor of equipment: e. All other insuring agreements, exclusions, (a) After the equipment lease expires; or and conditions of the policy apply. (b) If the "bodily injury", "property 2. Additional Insured-Broad Form Vendors damage", "personal and advertising The following is added to SECTION II - injury" arises out of sole negligence LIABILITY, C.Who Is An Insured: of the lessor. (4) To any: Additional Insured-Broad Form Vendors Owners or other interests from whom a. Any person or organization that is a vendor (a) with whom you agreed in a written contract land has been leased if the or written agreement to include as an "occurrence" takes place or the additional insured under this Coverage Part offense is committed after the lease is an insured, but only with respect to liability for the land expires; or for "bodily injury" or "property damage" (b) Managers or lessors of premises if: arising out of "your products" which are (i) The "occurrence takes place or distributed or sold in the regular course of the offense is committed after the vendor's business. you cease to be a tenant in that b. The insurance afforded to such vendor premises; or described above: (ii) The "bodily injury", "property (1) Only applies to the extent permitted by damage", "personal injury" or law; "advertising injury" arises out of (2) Will not be broader than the insurance structural alterations, new which you are required by the contract or construction or demolition agreement to provide for such vendor; operations performed by or on behalf of the manager or lessor. (3) Will not be broader than coverage (5) To "bodilyinjury", "property damage" or provided to any other insured; and � y ' r p injury" g (4) Does not apply if the "bodilyinjury", "personal and advertising arising PP Y out of the rendering of or the failure to "property damage" or "personal and render any professional services. advertising injury" is otherwise excluded even if the claims from coverage under this Coverage Part, This exclusion appliesincluding any endorsements thereto against any insured allege negligence or other wrongdoing in the supervision, c. With respect to insurance afforded to such hiring, employment, training or vendors, the following additional exclusions monitoring of others by that insured, if apply: the "occurrence" which caused the The insurance afforded to the vendor does "bodily injury" or "property damage" or not apply to: the offense which caused the "personal and advertising injury" involved the (1) "Bodily injury" or "property damage" for rendering of or failure to render any which the vendor is obligated to pay professional services by or for you. damages by reasons of the assumption of liability in a contract or agreement. This d. With respect to the insurance afforded to exclusion does not apply to liability for these additional insureds, the following is damages that the insured would have in added to SECTION II - LIABILITY, D. Liability the absence of the contract or and Medical Expense Limits of Insurance: 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 :t, Hanover Insurance Croup.. 0B3 A915118 1001136 (3) Any physical or chemical change in the The most we will pay on behalf of the vendor product made intentionally by the for a covered claim is the lesser of the vendor; amount of insurance: (4) Repackaging, unless unpacked solely for 1. Required by the contract or agreement the purpose of inspection, described in Paragraph a.; or demonstration, testing, or the 2. Available under the applicable Limits of substitution of parts under instruction Insurance shown in the Declarations; from the manufacturer, and then repackaged in the original container; This endorsement shall not increase the Anyfailure to make such inspection, applicable Limits of Insurance shown in the (5) p Declarations. adjustments, tests or servicing as the vendor has agreed to make or normally 3. Alienated Premises undertakes to make in the usual course SECTION II - LIABILITY, B. Exclusions, 1. of business in connection with the sale Applicable To Business Liability Coverage k. of the product; Damage to Property, paragraph (2) is replaced by (6) Demonstration, installation, servicing or the following: repair operations, except such (2) Premises you sell, give away or abandon, if operations performed at the vendor's the "property damage" arises out of any part premises in connection with the sale of of those premises and occurred from hazards the product; that were known by you, or should have (7) Products which, after distribution or sale reasonably been known by you, at the time by you, have been labeled or relabeled the property was transferred or abandoned. or used as a container, part or 4. Broad Form Property Damage - Borrowed ingredient of any other thing or Equipment, Customers Goods, Use of Elevators substance by or for the vendor; a. The following is added to SECTION II - (8) "Bodily injury" or "property damage" LIABILITY, B. Exclusions, 1. Applicable To arising out of the sole negligence of the Business Liability Coverage, k. Damage to vendor for its own acts or omissions or Property: those of its employees or anyone else acting on its behalf. However, this Paragraph (4) does not apply to "property exclusion does not apply to: damage" to borrowed equipment while at a jobsite and not being used to perform (a) The exceptions contained within the operations. exclusion in subparagraphs (4) or (6) Paragraph (3), (4) and (6) do not apply to above; or "property damage" to "customers goods" (b) Such inspections, adjustments, tests while on your premises nor to the use of or servicing as the vendor has elevators. agreed to make or normally b. For the purposes of this endorsement, the undertakes to make in the usualcoufollowing definition is added to SECTION II - with the of business, in saleconofctthe LIABILITY, F. Liability and Medical Expenses with distribution or the products. Definitions: (9) "Bodily injury" or "property damage" 1. "Customers goods" means property of arising out of an "occurrence" that took your customer on your premises for the place before you have signed the purpose of being: contract or agreement with the vendor. a. Worked on; or (10)To any person or organization included b. Used in your manufacturing process. as an insured by another endorsement c. The insurance afforded under this provision is issued by us and made part of this excess over any other valid and collectible Coverage Part. property insurance (including deductible) (11)Any insured person or organization, available to the insured whether primary, from whom you have acquired such excess, contingent or on any other basis. products, or any ingredient, part or container, entering into, accompanying 5. Incidental Malpractice - Employed Nurses, EMT's or containing such products. and Paramedics d. With respect to the insurance afforded to SECTION II - LIABILITY, C.Who Is An Insured , these vendors, the following is added to paragraph 2.a.(1)(d) does not apply to a nurse, 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 3 of 6 emergency medical technician or paramedic o. Recall of Products, Work or Impaired employed by you if you are not engaged in the Property is replaced by the following: business or occupation of providing medical, o. Recall of Products, Work or Impaired paramedical, surgical, dental, x-ray or nursing Property services. 6. Personal Injury-Broad Form Damages claimed for any loss, cost or expense incurred by you or others for a. SECTION II - LIABILITY, B. Exclusions, 2. the loss of use, withdrawal, recall, Additional Exclusions Applicable only to inspection, repair, replacement, "Personal and Advertising Injury", paragraph adjustment, removal or disposal of: e. is deleted. (1) "Your product"; b. SECTION II - LIABILITY, F. Liability and (2) "Your work"; or Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b. is (3) "Impaired property"; replaced by the following: If such product, work or property is b. Malicious prosecution or abuse of withdrawn or recalled from the market or process. from use by any person or organization c. The following is added to SECTION H - because of a known or suspected defect, LIABILITY, F. Liability and Medical Expenses co Definitions, Definition 14. "Personal and conditionditiin it, but this exclusion does inadequacy or dangerous advertising injury": not apply to "product recall expenses" that you incur for the "covered recall" of "Discrimination" (unless insurance thereof is "your product". prohibited by law) that results in injury to the However, the exception to the exclusion feelings or reputation of a natural person, but only if such "discrimination" is: does not apply to "product recall expenses" resulting from: (1) Not done intentionally by or at the (4) Failure of any products to accomplish direction of: their intended purpose; (a) The insured; (5) Breach of warranties of fitness, (b) Any officer of the corporation, quality, durability or performance; director, stockholder, partner or (6) Loss of customer approval, or any member of the insured; and cost incurred to regain customer (2) Not directly or indirectly related to an approval; "employee", not to the employment, (7) Redistribution or replacement of prospective employment or termination "your product" which has been of any person or persons by an insured. recalled by like products or d. For purposes of this endorsement, the substitutes; following definition is added to SECTION II - (8) Caprice or whim of the insured; LIABILITY, F. Liability and Medical Expenses Definitions: (9) A condition likely to cause loss of 1. "Discrimination" means the unlawful which any insured knew or had treatment of individuals based upon race, reason to know at the inception of this insurance; color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination" (10)Asbestos, including loss, damage or does not include the unlawful treatment clean up resulting from asbestos or of individuals based upon developmental, asbestos containing materials; or physical, cognitive, mental, sensory or (11)Recall of "your products" that have emotional impairment or any no known or suspected defect solely combination of these. because a known or suspected e. This coverage does not apply if liability defect in another of "your products" coverage for "personal and advertising has been found. injury" is excluded either by the provisions of b. The following is added to SECTION II - the Coverage Form or any endorsement LIABILITY, C. Who Is An Insured, paragraph thereto. 3.b.: 7. Product Recall Expense "Product recall expense" arising out of any a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, 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.4Hanover Insurance Croup_ 0B3 A915118 1001136 c. The following is added to SECTION II - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid. Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning of the policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for an additional period of less than 12 months. (1) Insureds; In that case, the additional period will be (2) "Covered Recalls" initiated; or deemed part of the last preceding period for (3) Number of "your products" the purposes of determining the Limits of withdrawn. Insurance. b. The Product Recall ExpenseAggregate d. The following is added to SECTION II - LIABILITY, E. Liability and Medical Expense Limit is the most that we will reimburse General Conditions, 2. Duties in the Event of you for the sum of all "product recall Occurrence, Offense, Claim or Suit: expenses" incurred for all "covered recalls" initiated during the policy period. You must see to it that the following are done in the event of an actual or anticipated c. The Product Recall Each Occurrence "covered recall" that may result in "product Limit is the most we will pay in recall expense": connection with any one defect or deficiency. (1) Give us prompt notice of any discovery d. All "product recall expenses" in or notification that "your product" must be withdrawn recalled. Include a connection with substantially the same harmful condition will be description of "your product" and the generalreason for the withdrawal or recall; deemed to arise out of the same defect or deficiency and considered one (2) Cease any further release, shipment, "occurrence". consignment or any other method of e. Anyamount reimbursed for "product distribution of like or similar products until it has been determined that all recall expenses" in connection with any such products are free from defects that one "occurrence" will reduce the amount could be a cause of loss under this of the Product Recall Expense Aggregate insurance. Limit available for reimbursement of "product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION f. If the Product Recall Expense Aggregate II - LIABILITY, F. Liability and Medical Limit has been reduced by Expenses Definitions: reimbursement of "product recall 1. "Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of "product "your product" has resulted or will result recall expenses" in connection with any in "bodily injury" or"property damage". other defect or deficiency. 2. "Product recall expense(s)" means: g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for: "product recall expenses" which are in (1) Communications, including radio excess of the $500 Product Recall or television announcements or Deductible. The Product Recall printed advertisements including Deductible applies separately to each stationary, envelopes and "covered recall". The limits of insurance postage; 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 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 (2) Shipping the recalled products (1) If the "products - completed operations from any purchaser, distributor or hazard" is excluded from coverage under user to the place or places this Coverage Part including any designated by you; endorsement thereto; or (3) Remuneration paid to your (2) To "product recall expense" arising out of regular "employees" for any of "your products" that are otherwise necessary overtime; excluded from coverage under this (4) Hiring additional persons, other Coverage Part including endorsements thereto. than your regular"employees"; (5) Expenses incurred by"employees" 8. Unintentional Failure to Disclose Hazards including transportation and The following is added to SECTION II - accommodations; LIABILITY, E. Liability and Medical Expenses (6) Expenses to rent additional General Conditions: warehouse or storage space; Representations (7) Disposal of "your product", but We will not disclaim coverage under this only to the extent that specific Coverage Part if you fail to disclose all hazards methods of destruction other than existing as of the inception date of the policy those employed for trash provided such failure is not intentional. discarding or disposal are 9. Unintentional Failure to Notify required to avoid "bodily injury" or "property damage" as a result The following is added to SECTION II - of such disposal, LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of you incur exclusively for the purpose Occurrence,Offense,Claim or Suit: of recalling "your product"; and Your rights afforded under this Coverage Part b. Your lost profit resulting from such shall not be prejudiced if you fail to give us "covered recall". notice of an "occurrence", offense, claim or "suit", f. This Product Recall Expense Coverage does solely due to your reasonable and documented not apply: 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 insured's rights against all those other premium in accordance with our rates and insurers. rules then in effect. c. When this insurance is excess over other 3. With our consent, you may continue this insurance, we will pay only our share of policy in force by paying a continuation the amount of the loss, if any, that premium for each successive one-year exceeds the sum of: period. The premium must be: (1) The total amount that all such other a. Paid to us prior to the anniversary insurance would pay for the loss in date; and the absence of this insurance; and b. Determined in accordance with (2) The total of all deductible and paragraph 2. above. self-insured amounts under all that Our forms then in effect will apply. If you other insurance. do not pay the continuation premium, this d. We will share the remaining loss, if any, policy will expire on the first anniversary with any other insurance that is not date that we have not received the described in this provision and was not premium. bought specifically to apply in excess of 4. Undeclared exposures or change in your the Limits of Insurance shown in the business operation, acquisition or use of Declarations for this Coverage. locations may occur during the policy e. Method of Sharing period that is not shown in the If all of the other insurance permits Declarations. If so, we may require an contribution by equal shares, we will additional premium. That premium will be follow this method also. Under this determined in accordance with our rates approach each insurer contributes equal and rules then in effect. amounts until it has paid its applicable J. Premium Audit Limit of Insurance or none of the loss 1. This policy is subject to audit if a premium remains, whichever comes first. designated as an advance premium is If any of the other insurance does not shown in the Declarations. We will permit contribution by equal shares, we compute the final premium due when we will contribute by limits. Under this determine your actual exposures. method, each insurer's share is based on 2. Premium shown in this policy as advance the ratio of its applicable Limit of premium is a deposit premium only. At the Insurance to the total applicable limits of close of each audit period, we will insurance of all insurers. compute the earned premium for that f. When this insurance is excess, we will period and send notice to the first Named have no duty under Business Liability Insured. The due date for audit premiums Coverage to defend any claim or "suit" is the date shown as the due date on the that any other insurer has a duty to bill. If the sum of the advance and audit defend. If no other insurer defends, we premiums paid for the policy period is will undertake to do so; but we will be greater than the earned premium, we will entitled to the insured's rights against all return the excess to the first Named those other insurers. Insured. I. Premiums 3. The first Named Insured must keep 1. The first Named Insured shown in the records of the information we need for Declarations: premium computation and send us copies at such times as we may request. a. Is responsible for the payment of all K. Transfer of Rights of Recovery Against Others premiums; and to Us b. Will be the payee for any return premiums we pay. 1. Applicable to SECTION I - PROPERTY 2. The premium shown in the Declarations was Coverage: computed based on rates in effect at the time If any person or organization to or for the policy was issued. On each renewal, whom we make payment under this policy continuation or anniversary of the effective has rights to recover damages from date of this policy, we will compute the 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 4Hanover Insurance Group_ 0B3 A915118 1001136 a. Prior to a loss to your Covered We waive any right of recovery we may Property. have against any person or b. After a loss to your Covered Property organization with whom you have a only if, at time of loss, that party is written contract, permit or agreement one of the following: to waive any rights of recovery against such person or organization because of (1) Someone insured by this payments we make for injury or insurance; damage arising out of your ongoing (2) A business firm: operations or "your work" done under a (a) Owned or controlled by you; contract with that person or or organization and included in the "products-completed operations (b) That owns or controls you; or hazard". (3) Your tenant. This condition does not apply to You may also accept the usual bills of Medical Expenses Coverage. lading or shipping receipts limiting the L. Transfer of Your Rights and Duties Under liability of carriers. This Policy This will not restrict your insurance. Your rights and duties under this policy 2. Applicable to SECTION II - LIABILITY may not be transferred without our written Coverage: consent except in the case of death of an individual Named Insured. If you die, your If the insured has rights to recover all or rights and duties will be transferred to your part of any payment we have made legal representative but only while that under this Coverage Part, those rights legal representative is acting within the are transferred to us. The insured must scope of their duties as your legal do nothing after loss to impair such representative. Until your legal rights. At our request, the insured will representative is appointed, anyone with bring "suit" or transfer those rights to us proper temporary custody of your property and help us enforce them. 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