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24-155 ECS Imaging for LaserFiche Licensing & SupportECS, for LaserFiche Licensing & Support Page 1 of 9 Professional/Consulting Contracts /Version: April 2024 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and ECS Imaging Inc. (“Contractor”), a Corporation, for LaserFiche Licensing & Support, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 14, 2028 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 14, 2028. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. ECS, for LaserFiche Licensing & Support Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $67,646.70 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this ECS, for LaserFiche Licensing & Support Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. ECS, for LaserFiche Licensing & Support Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; ECS, for LaserFiche Licensing & Support Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious ECS, for LaserFiche Licensing & Support Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Teri Gerhardt as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Josh Luna as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. ECS, for LaserFiche Licensing & Support Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. ECS, for LaserFiche Licensing & Support Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Teri Gerhardt Email: terig@Cupertino.org To Contractor: ECS Imaging, Inc. 3720 Sunnyside Drive, Suite 200 Riverside, CA 92506 Attention: Josh Luna Email: josh@ecsimaging.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE ECS, for LaserFiche Licensing & Support Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date William Wolfe President Dec 4, 2024 Christopher D. Jensen Teri Gerhardt CTO Dec 5, 2024 Dec 5, 2024 Pete Herschelman (925)586-7549 pete@ecsimaging.com ECS Imaging, Inc. 5905 Brockton Ave. Suite C Riverside, CA 92506 Toll Free – (877) 790-1600 Phone: - (951) 787-8768 Fax - (951) 787-0831 www.ecsimaging.com sales@ecsimaging.com LASERFICHE RIO 3 YEAR SUPPORT PROPOSAL Prepared for: CITY OF CUPERTINO Date Submitted: 08/30/2024 Rev 11/12/2024 Valid Through: 12/30/2024 Submitted By: Pete Herschelman P a g e 2 | 18 LASERFICHE RIO PROPOSAL Table of Contents ECS IMAGING CURRENT VENDOR SOLE SOURCE .................................................................................................... 3 COST SUMMARY AND ECS IMAGING ADVANTAGES ............................................................................................... 4 ECS IMAGING ADVANTAGES ............................................................................................................................................ 5 OWNED / SOFTWARE MODULES ...................................................................................................................................... 6 ECS COMPANY BACKGROUND ............................................................................................................................... 7 LASERFICHE QUALIFICATIONS ........................................................................................................................................... 9 LASERFICHE RIO SOFTWARE PRODUCT DESCRIPTIONS ........................................................................................ 11 AVAILABLE ADD-ON SOFTWARE MODULES ...................................................................................................................... 13 DIGITAL SIGNATURE SOLUTION OPTIONS ......................................................................................................................... 14 HYBRID CLOUD SERVICES .............................................................................................................................................. 15 SUPPORT AND MAINTENANCE............................................................................................................................. 15 TRAINING............................................................................................................................................................. 15 P a g e 3 | 18 LASERFICHE RIO PROPOSAL ECS Imaging Current Vendor Sole Source To whom it may concern, This letter is to inform the Purchasing department that ECS Imaging, Inc. is the current Solution Provider of record for the City of Cupertino’s existing Laserfiche software system. The policy from the Laserfiche manufacturer is that the current Solution Provider is the sole source responsible party to assist the customer. As the Solution Provider of record all add-on purchases to Laserfiche software are to be purchased and implemented through ECS Imaging. Other Solution Providers would not be able to purchase add-ons licenses or provide support. ECS is closely familiar with the existing implementation and user’s needs on a frequent basis. We have worked with the City of Cupertino extensively to continue to meet the specific needs of their Laserfiche implementation. ECS is the largest Laserfiche implementer in the Western USA. We have been providing services to the City for many years and are committed to providing unmatched technical service under our contract. As a reminder, ECS Imaging, Inc. service contract provides your organization with the following: ECS Platinum Priority Support: ▪Tech Support – With 4 Hours Telephone Response ▪Guaranteed On-site/Remote Hours for upgrades, troubleshooting, training, workflow & forms, ECS Customers are guaranteed a prepaid amount of on-site/remote Platinum Support hours per year. ▪Remote Desktop Assistance, 1st Hour of support is free via Chat or Remote connection with ECS Helpdesk. ▪2 Hours of Free Training for any type of training ECS offers remotely annually. ▪Annual performance check-up, environment assessment and consultation (up to 1 hour). ▪Annual Customer Conference and Quarterly Webinar Trainings at no cost ▪Monthly eNewsletters ▪Warranty Administration- Hardware items purchased through ECS include warranty administration. Laserfiche Software Assurance Plan (LSAP) provide through ECS Imaging, Inc.: ▪Technical support through ECS’ tech team ▪All licenses current and new provided through ECS ▪Laserfiche Software Updates provided through ECS ▪Laserfiche Support Websites ▪Monthly User Newsletters ECS Imaging, Inc. is always here to provide you with your technical needs and go above and beyond. We appreciate your attention to this important policy. We thank you for choosing us for your Laserfiche support for current and upcoming needs. We appreciate your business and hope to support you for many years to come. Sincerely, Debbi Bodewin ECS Imaging, Inc. Chief Executive Officer debbi@ecsimaging.com P a g e 4 | 18 LASERFICHE RIO PROPOSAL Cost Summary and ECS Imaging Advantages •Year 1 Renewal (10% Discount) - $28,610.40, includes last year of Assureon Support •Year 2 Renewal (5% Discount*) - $22,201.00 •Year 3 Renewal (5% Discount*) - $22,201.00 o 3 Year Total $65,609.00 o 5% Contingency ▪Year 2 $ 994.00 ▪Year 3 $ 1,043.70 o Overall Total $ 67,646.70 * NOTE: 5% Discount for Year 2 and Year 3 will be based on Laserfiche list price in 25 -26 and 26-27. Laserfiche list price subject to change in Year 2 and Year 3, City will add 5% contingency for potential price increases. Each year includes Platinum Support Package of 17 hours ($195/hour) = $3,315.00 per year EXHIBIT C - COMPENSATION P a g e 5 | 18 LASERFICHE RIO PROPOSAL ECS Platinum Priority Plan includes: ECS Imaging Advantages ECS has successfully served the City of Cupertino for over 20 years for your Laserfiche implementation. In 2016, we provided services to upgrade to Laserfiche Rio and implemented a new Assureon replicated WORM backup device in 2019. ECS offers the City of Cupertino added value with this proposal including: •In-depth knowledge of existing system and user needs and preferences •Local sales and technical support for your Laserfiche system •Certified support team with over 200 Laserfiche Certifications •Value added benefits for your annual Laserfiche renewal includes free training opportunities: o Quarterly Webinars o Quarterly In-person User Groups o Complimentary attendance to the ECS Annual Conference ▪2024 Conference will be held at the City of San Pablo on Thursday, October 17th. o Laserfiche Aspire Certification courses o Laserfiche Virtual trainings EXHIBIT A P a g e 6 | 18 LASERFICHE RIO PROPOSAL Owned / Software Modules ✓Laserfiche Import Agent - Import Agent can automatically retrieve files stored in a Windows folder and import them into a Laserfiche repository allowing numerous image capture devices (multi-function copier/scanners, network fax server, etc.) to work with Laserfiche. Automatically assign user-defined document templates, auto-populate index fields and create unique document names. You can also schedule Import Agent to import documents during off-peak hours. ✓Laserfiche Weblink Public Portal - WebLink is a user-friendly public portal site for providing customizable external access to Laserfiche documents in read-only format. The Laserfiche WebLink Designer allows you to customize the look and feel of pages, configure navigation elements, and add links to custom searches or folders. ✓Laserfiche Connector - Integrate Laserfiche with third party software applications in minutes without programming. Laserfiche Connector provides a streamlined experience for integrating Laserfiche with line of business applications such as CRM and ERP systems. Laserfiche Connector integrates easily through user-defined hotkeys and embedded icons. ✓Laserfiche Toolkit (SDK) - The SDK (Software Development Kit) allows your organization to more effectively put content to use by integrating Laserfiche with third party applications. Custom solutions can be created using any language with COM support, which means Web sites, scripts, Windows applications, or anything else compatible with COM libraries, including all .NET languages, can easily communicate with the Laserfiche Server. The SDK comes with detailed documentation that includes tutorials and sample source code in C# and Visual Basic .NET. ✓Laserfiche Quick Fields - Quick Fields is highly customizable data capture solution that automatically captures your critical information from paper, electronic documents, and databases then organizes it for fast retrieval. By automatically capturing the data you need, Quick Fields can reduce or eliminate the need for manual data entry, which is labor-intensive and error-prone. Quick Fields options include: The above bundles are per workstation based unless the QF Agent is added ☐Quick Fields Basic: ▪Real-Time Lookup ▪Pattern Matching ▪Bar Code Plug-In ☐Quick Fields Core: ▪QF Basic ▪Zone OCR ▪Real-Time Lookup ▪Pattern Matching ▪Bar Code Plug-In ✓Quick Fields Classify: ▪QF Core ▪Document Classification ▪Zone OCR ▪Real-Time Lookup ▪Pattern Matching ▪Bar Code Plug-In ☐Quick Fields Context: ▪QF Context ▪Forms Processing ▪Bates Numbering ▪Zone OCR ▪Real-Time Lookup ▪Pattern Matching ▪Bar Code Plug-In ☐Quick Fields Complete: ▪QF Context ▪Document Classification ▪Forms Processing ▪Bates Numbering ▪Zone OCR ▪Real-Time Lookup ▪Pattern Matching ▪Bar Code Plug-In EXHIBIT B P a g e 7 | 18 LASERFICHE RIO PROPOSAL ECS Company Background ECS Imaging has been in business for 33 years and has maintained the same mission since its inception; the customer comes first. With a strong leadership team delivering a consistent vision, ECS works to provide our customers with the highest quality service possible. Our mission of blending technology to meet business needs has been the foundation. ECS became a Laserfiche Solutions Provider in 1995 and has achieved top performance recognition consistently every year since. The company services our customer’s implementations from our headquarters in Riverside, with Team members serving all of California. We specialize in providing local government innovative turn-key document management solutions with the award winning Laserfiche Enterprise Content Management Systems. ECS Imaging has the highest certification level possible as a Platinum Certified Laserfiche Solution Provider. We are honored with the consistent ranking as the top Solutions Provider in the western United States for 29 consecutive years and achieving status as the 3rd largest Laserfiche provider in the world since 2017. ECS was recognized as the Laserfiche Cloud Solution Provider of the Year for 2022 and the Transformation Award for 2022. In 2024 Laserfiche Enterprise Solution Provider of the Year. Our efforts are focused on helping organizations become more efficient by automating manual tasks and eliminating paper-based business processes. ECS Imaging is a full-service document management solutions provider offering a full range of turn-key services including: ▪Laserfiche Software Installation and Consulting ▪Project Management ▪Systems Integration ▪Cloud Migration Services ▪Business Process Automation and Consulting Services ▪Data Conversion Services ▪On-going Support of Software and Hardware ▪Remote and On-Site Training and On-going Support ▪Out-of-the-box Integrations and Custom Integrations with 3rd Party Applications ▪Custom Documentation ▪Scanning Services (including Large Maps, Microfilm, Microfiche conversion) ▪Complimentary Quarterly User Group Workshops with Training ▪Complimentary Annual Training Conferences (21 Years) ▪Complimentary Quarterly Training Webinars Our goal is helping organizations of all sizes improve business operations and increase productivity and we can help your organization: Eliminate Paper Based Processes, Automate Data and Information Collection, Secure Information from Unauthorized Use, Simplify and Secure the Management of Business Records, Meet Regulatory Compliance Needs, and more. P a g e 8 | 18 LASERFICHE RIO PROPOSAL With the largest technology staff of any Laserfiche Solution Provider in the Western US, we have the expertise, experience, and proficiency to successfully install and support any size Laserfiche system for any type of business. We have implemented systems for individual departments, multiple departments, multiple locations, enterprise wide and nationwide. We are a local government specialist serving hundreds of municipal and government Laserfiche implementations. We understand the industry compliance requirements for government and document management in general. Our targeted focus provides expert consultative knowledge shared to our entire customer base. Additionally, ECS provides a personal touch with a dedicated implementation, project management and customer success team assigned to your projects. All ECS Executive, Sales and Technical staff attend training sessions on an annual basis. Staying up-to- date and informed on the latest features and enhancements within Laserfiche and the Document Management Industry provides our customers with the best consulting and support services available. As a Platinum Certified Laserfiche Solutions Provider, all ECS Technicians are Laserfiche certified. ECS Technical staff currently holds over 200 Laserfiche Certifications collectively. ECS has earned Winner’s Circle status annually for over 20 years. Laserfiche Winners Circle is an exclusive annual recognition for only the top Laserfiche Solution Providers that demonstrate outstanding sales, performance, best practices, and a commitment to exceptional customer service. Additionally, ECS is a Laserfiche Premier Partner. This Solution Provider designation standard assures our customers we have passed new benchmarks for Customer Success, Satisfaction, and expertise in the product. We stand out as an innovator in digital transformation. How the ECS Team is here for you: Executive Team ✓Key Stake Holders ✓Ensuring (ARO) Accountability, Responsibility, Ownership ✓Leadership Customer Success Team ✓Main Point of Contact /Feedback ✓User Experience and Success ✓Coordination of Services ✓Product Consulting Project Management Team ✓Projects for Business Process Improvements ✓Automated Workflows & Forms Processes ✓Laserfiche Integrations ✓Training on Laserfiche solutions Technical Support team ✓Technical Support ✓Updates and Upgrades ✓Server and Cloud Migrations ✓Training on products ECS Customer Commitment ECS is committed to our customer’s success: By providing exceptional and consistent implementation, training, and support services we can ensure that our customers have the tools and knowledge to successfully achieve their document management initiatives. This is reflected in the feedback we have received from our customers through over 90+ 5-Star Google Reviews. Links to Google Reviews and Customer Success Stories. P a g e 9 | 18 LASERFICHE RIO PROPOSAL Laserfiche Qualifications Laserfiche Leads in Local Government ▪Laserfiche began in 1987 and is used by more than 40,000 customers worldwide ▪Laserfiche has over 30 years of experience in the local government market and is used by thousands of government agencies worldwide including over 3,000 Cities and 1/3 of the Counties Nationwide ▪Laserfiche is the enterprise content management (ECM) of choice for the majority of CDG’s top digital cities and counties Laserfiche Document Management Software is an enterprise suite designed with the same look and feel throughout. It is easy to install, easy to learn, and easy to use. It provides complete control over what type of information is stored, where it is stored, how long it is kept, and who can view that information. Granular security provides multiple levels of protection against unauthorized access to information. Users can benefit from a multitude of powerful search methodologies, including full-text, metadata, annotation, or folder/file tree search. Workflow and Forms can be used in conjunction to automate virtually any business process. Forms Portal and Public Portal extend access to users outside the organization to submit online fillable forms and access publicly available documents. Robust analytical tools provide metrics on system usage, governance, and compliance requirements. While automated extraction tools allow users to simplify the capturing and storage of data. Laserfiche Server is an extremely efficient and robust application that creates a very small network footprint yet can scale to support thousands of users, multiple databases, and an abundance of information. The base server is a security gateway to the suite of Laserfiche products. Images and OCR text are stored natively as TIFF documents and ASCII files (Group IV Compression) to guarantee document integrity as well as future availability. Laserfiche is optimized for Microsoft SQL Server database platform. Metadata information is stored within the database server to allow for scalable quick access. Since Laserfiche utilizes Microsoft SQL database as its backend, it is fully ODBC compliant, meaning it can communicate with most any standard data source. Laserfiche Solution Highlights Content Management: Document Management Content Capture and Imaging Process Automation: Business Process Automation Robotic Process Automation Platform Services: Records Management (50515.2) Security and Compliance P a g e 10 | 18 LASERFICHE RIO PROPOSAL Any File Type content Electronic Forms Reporting and Analytics Cloud Content Management ECM Integrations ▪Workflow & Robotic Automated Processing ▪Electronic Forms ▪Electronic Signatures ▪WebLink Public Portal ▪Content Management ▪Records Management ▪Access via Desktop, Web, Mobile ▪Audit Trail & Reporting ▪Redaction & OCR ▪Desktop & Web Administration ▪Advanced Capture Tools ▪Integration Tools & SDK ▪Trusted Systems Compliance ▪Cloud & Self Hosted Laserfiche has excelled at winning awards throughout its legacy since 1987. Here’s a few recent very accomplished accolades. •Gartner Peer Insights - Laserfiche Named a 2020, 2021, and 2022, 2023 Gartner Peer Insights Customers’ Choice for Content Services Platforms. The “Voice of the Customer” •Laserfiche Named a 2021 Product of the Year Award Winner by Cloud Computing Magazine. •Gartner Peer Insights shows 95% would recommend Laserfiche and overall rating of 4.7 of 5. •Net Promoter Score of 60, ranked higher than Apple, Adobe, and Microsoft. •Nucleus Research Traditional old-style enterprise content management (ECM) was an inflexible product designed purely for document storage and simple retrieval. Today, modern ECM includes advanced technologies such as artificial intelligence (AI) and machine learning (ML) that automate business processes, improve data capture and classification, provide contextual search capabilities, and deliver information governance. The Nucleus Research ECM Technology Value Matrix 2018 reflects advances made this past year, evaluating vendors for functionality, usability, and the value that a vendor’s solution brings to the client. •Nucleus Research analyzed the experiences of several Laserfiche clients to understand why they chose that vendor’s enterprise content management (ECM) software solution, and what factors contributed to the continued relationship. Our research found that customers selected Laserfiche for three key reasons over its ECM competitors: user friendly interface, sophisticated functionality, and superior customer support. Nucleus also determined that the Laserfiche client retention rate for this survey was greater than 90 percent. (2017) •Infotech Research Group – Recognized by leading analysts for expertise in serving the government market •Center for Digital Government – Regularly published in Center for Digital Government trend reports on process automation and shared services •Government Executive – Featured though leader in Government Executive publication •Computer World - Best Places to Work •Best in Biz Awards P a g e 11 | 18 LASERFICHE RIO PROPOSAL Laserfiche Rio Software Product Descriptions What You Get With Laserfiche Rio Laserfiche Rio is the enterprise licensing model for Laserfiche and is targeted at organizations with large cross-functional implementations. The following features, plug-ins, and modules are included with the Laserfiche Rio System, you may already be using several of the software modules listed below. 1.Unlimited Servers and Repositories 2.Laserfiche Web Access Client 3.Laserfiche Mobile 4.Laserfiche Workflow 5.Laserfiche Forms Essentials 6.Laserfiche Advanced Audit Trail 7.Laserfiche Digital Signatures 8.Laserfiche Discussions 9.Laserfiche Federated Search 10.Laserfiche Distributed Computing Cluster 11.Laserfiche Directory Server 12.Email and Snapshot 13.MS Office and SharePoint Integration 14.Laserfiche Web Administration Console 1.Laserfiche Server is an extremely efficient and robust application that creates a very small network footprint yet can scale to support thousands of users, multiple databases, and an abundance of information. Unlimited repositories and servers provides for development, testing, staging, and production environments. Includes a built-in OCR engine for text searching. Repository - Your repository allows information to be organized and accessible from a central location. When you log in to Laserfiche, you are logging in to your repository, and when you save a document in Laserfiche, or modify a document, or rearrange folders, or make any other changes, those changes are saved to your repository. Information stored in your repository includes your documents and their contents, as well as folders and shortcuts. It also includes annotations, metadata, the folder structure itself, and additional information such as security settings, users and groups, and so on. P a g e 12 | 18 LASERFICHE RIO PROPOSAL 2.Laserfiche Client - Laserfiche offers both a web client and a desktop client. With the Web Access Client, staff can search, retrieve, and work on documents within the Laserfiche repository through their web browser (intranet or internet). 3.Laserfiche Mobile - The Laserfiche mobile app allows you to capture, upload, and securely access and work with documents in and outside your Laserfiche repository. Users can download the Mobile app from Google Play, iTunes App Store, or Windows. 4.Laserfiche Workflow - Workflow is a powerful business process automation tool that improves productivity, provides rule-based routing, email notifications, activity monitoring and built-in reporting. 5.Laserfiche Forms Essentials - Forms Essentials offers the core features including mapping out processes, designing forms, and basic reporting capabilities. ▪Build Forms and business processes ▪View an operational dashboard to quickly and easily view information on a process ▪View reports on process instances, tasks, and process data ▪Organize and route tasks to other users ▪Direct approval through email 6.Laserfiche Advanced Audit Trail - Audit Trail enables you to track all activities performed in a Laserfiche repository. Track all actions in the system from Log-in to Log-off. The tracked information is stored in log files that Audit Trail uses to generate reports. Combined with other aspects of the Laserfiche system, auditing not only helps to show compliance with legal regulations, but also contributes to the security of the Laserfiche repository. Laserfiche Audit Trail Reporting is a Web application that enables you to view, filter, and export audit data stored in binary log files. You can create reports to analyze audit data, view the information as a chart, filter it to include only the information relevant to you, and export the data for use in spreadsheet programs such as Microsoft Excel. You can also save reports for future use. 7.Laserfiche Digital Signatures - Digital Signatures gives users the ability to automatically sign and validate documents as they are created, reviewed and archived without leaving the Laserfiche environment. Digital signatures are a form of electronic signatures that act like a digital notary to your electronic assets, allowing you to verify the condition of your documents for the duration of their lifecycle. 8.Laserfiche Discussions - Laserfiche Discussions is an internal website where users can collaborate, share ideas, and learn. Users can start discussions or ask questions for the entire user community, or they can create content within organization wide or private groups. 9.Laserfiche Federated Search - Laserfiche Federated Search is a web application that allows you to perform searches across multiple repositories at the same time. Administrators can configure Federated Search to search across any or all of the repositories at their site, including repositories that are not hosted on the same Laserfiche Server. This allows users who work in multiple repositories, or who are not sure which repository stores a particular piece of information, to quickly find documents in any repository. P a g e 13 | 18 LASERFICHE RIO PROPOSAL 10.Distributed Computing Cluster - Distributed Computing Cluster allows you to distribute the processing work for Laserfiche applications like Workflow and Web Access onto one or more machines dedicated to performing that work. As a result, Laserfiche applications are able to add features that require significant resources without increased load on the server. 11.Laserfiche Directory Server - Laserfiche Directory Server is a license management server for Laserfiche Rio. With Laserfiche Rio, you will administer your licenses using the Directory Server application, which allows you to generate individual application licenses, allocate your named users, and otherwise manage your installation. 12.Laserfiche Email - Allows users to send documents stored in the Laserfiche repository to internal and external recipients. Laserfiche Snapshot - Converts electronic documents into TIFF images and imports them into your digital repository. 13.MS Office Integration - Office Integration is a Laserfiche component that allows users to take advantage of Laserfiche features when working with Microsoft Word documents, Excel spreadsheets, PowerPoint presentations, and Outlook messages in their native Microsoft Office applications. With Office Integration, you can quickly save files to Laserfiche directly from Office applications, update Office documents already in your repository. SharePoint Integration - With the Laserfiche and SharePoint Integration components included with Laserfiche Web Access, documents can be easily accessed from Microsoft® SharePoint®. List any part of your Laserfiche repository on a SharePoint page. Scan directly to a Laserfiche folder, right from your SharePoint site. Retrieve Laserfiche documents or folders using the SharePoint search box. 14.Laserfiche Web Administration Console - The Laserfiche Web Administration Console is an administrative tool that provides secure access to your Laserfiche repository for authorized users via an Internet browser. Administrators can work in their repositories from anywhere, including remote sites, client computers, and even mobile devices, easily and securely. Available Add-on Software Modules ☐Laserfiche Forms Professional - Provides full access to all functionality within Forms for all the Rio named users. Build web forms in minutes. Laserfiche Forms allows you to easily and quickly create electronic fillable forms with simple drag and drop that can be published on intranets or public websites with no coding or scripting required. Capture information and process it quickly to ensure information is accessible to authorized employees throughout your organization. Laserfiche Forms Professional provides: Database lookups, Performance Dashboard, Enhanced Reporting including charts and graphs, Multiple Payment Gateways, and Geotagging. ☐Laserfiche Forms Portal - Extends the functionality of your Laserfiche Forms application to publicly available forms that can be completed and submitted online anonymously, meaning users do not need to login in order to complete and submit a form. P a g e 14 | 18 LASERFICHE RIO PROPOSAL ☐Authenticated Participants (Approver) User Licenses: limited functionality users can submit forms, start processes, approve forms, and complete user tasks, users can login with the email address assigned to the license. ☐Community User Licenses: function as Authenticated participant license, and provides read-only access to Laserfiche repository. ☐Laserfiche Quick Fields Agent - Quick Fields Agent allows you to schedule Quick Fields sessions and have them run unattended. By scheduling when document processing occurs, your organization can use network resources at non-peak hours. Quick Fields Agent keeps track of all scheduled sessions and reports on the results of schedules that have run. ☐Laserfiche Records Management - Laserfiche Records Management simplifies the life cycle management of business records and supports the automatic enforcement of consistent, organization- wide records policies and reduces the cost of regulatory compliance. Records Management is DoD 5012.2 compliant ☐Laserfiche ScanConnect - ScanConnect enables you to use ISIS scanning drivers. A collection of ISIS drivers are included with ScanConnect, enabling you to scan using supported scanners. A list of supported scanners can be found on the Laserfiche Support Site. If your scanner is not listed, you can manually install any ISIS drivers your scanner's manufacturer has provided. Digital Signature Solution Options ☐OneSpan Digital Signatures - OneSpan Sign for Laserfiche includes integrations into both the Web Client and Workflow applications within the Laserfiche Platform. Within the Web Client, OneSpan Sign is fully embedded, enabling you to prepare, manage, and send documents directly form Laserfiche. Within the Workflow application, using the OneSpan Sign workflow activities, you can add OneSpan Sign electronic signature capabilities within new and existing workflow processes. With both integrations, e- signed documents and the audit trail are automatically saved back to Laserfiche after the signature process is complete. ☐Adobe Sign –This integration is for self-hosted customers, and can be accessed through the Laserfiche Business Process Library. With this integration, Laserfiche can make requests for digital signatures using Adobe Sign as part of a built-in step for any automated process. ☐DocuSign - The Laserfiche Integration with DocuSign enables users to initiate a signing process from within Laserfiche Web Access. P a g e 15 | 18 LASERFICHE RIO PROPOSAL Hybrid Cloud Services ☐Direct Share, which enables organizations to share content securely with people outside the organization with password-protected links that can be tracked and audited in Laserfiche. Laserfiche direct share lets you share content from the Laserfiche repository with external users through the web client or mobile app. When you send documents through direct share, the recipient will receive a unique and anonymous URL they can use to access the files for a limited period of time. You can add a password, and specify the number of days until the URL expires. The sender will receive notifications when the content was viewed, and they or a repository administrator can see the status of who shared it, with whom, and if and when it was accessed. Support and Maintenance The Laserfiche Software Support Plan (LSSP) is an integral part of keeping your software up to date and ensuring that you have access to all the latest features and functionality the software has to offer. The Laserfiche Software Assurance Basic Plan includes the following: ▪Unlimited telephone support through your authorized reseller ▪Free copies of Software Version Updates, (updates are released an estimated 1-4 times per year). ▪All the latest hotfixes, updates, and patches to keep your system running at peak efficiency. ▪24/7 access to the Laserfiche Support Site and Laserfiche Answers where users will find detailed technical information to help optimize the Laserfiche system. ▪Comprehensive training opportunities are available to all staff including quarterly Regional Training opportunities and the annual Laserfiche Institute Conference ▪100% of the purchase price of your current Laserfiche software can be credited to any new product purchase. ECS Direct Support / Extended Support Hours ECS offers after-hours support on a case-by-case basis, typically for large upgrades to minimize downtime or emergency support. ECS does have customers that run 24/7 operations and provides support when needed for those clients. Laserfiche provides a 24/7 support portal website complete with videos, white papers, knowledgebase articles and Laserfiche Answers for Q&A. Laserfiche has the complete help manual online built into the system with screenshots and context sensitive search for help topics. Training Training is provided onsite by ECS trainers using the installed system (depending on the current environment). These training sessions can be scheduled for individuals or groups according to their role. Training sessions are developed and tailored specifically to our customers. The duration of training is typically between 1 – 2 days. Training can be provided for new installations, new users, refresher training, updated features and functionality, additional software modules, etc. Below is an overview of the type of training we offer: P a g e 16 | 18 LASERFICHE RIO PROPOSAL End-User Training This hands-on or group training is for users who have never used Laserfiche before. Some of the topics covered in this training are: ▪Annotations ▪Customizing the Document Viewer ▪Document Metadata ▪Using the Folder Browser ▪Electronic Documents ▪Searching ▪Importing Documents ▪Exporting and Printing Documents ▪Snapshot One session will be comprised of scanning, batch scanning, advanced scanning, importing, and indexing. Topics discussed in the training are indexing, short-cut keys, batch processing techniques, and cleanup tools. The second session will be for retrieval and viewing only users. This will address the various retrieval methods including Quick Search and the Customize Search options, viewing options, printing, emailing, and customizing tool bar options. This session also covers search results and what information is returned, how to open and view documents, and how to utilize the information returned. Administrator Training System Administrator Training begins with a comprehensive overview of the Laserfiche System. This includes each component reviewed in detail. Integration and installation issues are also addressed. The role of the trainer is to provide the participants with a thorough understanding of the Laserfiche system so that they can develop, integrate, and manage the system at their organization. As a Training Outline, they will be learning Template Creation and modification, folder design concepts, Laserfiche security setup and administration, database backup, other miscellaneous tips and tricks for the Laserfiche System Administrator, volume management, other Laserfiche products/plug-ins, most common Laserfiche problems and how to resolve them. Power-User Training - Staff that will be using more advanced features as described below. ▪Laserfiche Process Automation Training - This hands-on training is for users who will be designing workflows within the Laserfiche System. This class is not exclusive to IT, but users should be technically savvy and familiar with IF/THEN logic. Some of the topics covered in this training are: Parallel and Conditional Routing, E-mail Notifications, Reminders / Deadlines, and Repeat/Looping related to business processes. ▪Laserfiche Forms Training - This hands-on training focuses on the design and configuration of electronic fillable forms. Power-users will be provided instruction on the functions of Forms submitters, approvals, assigned tasks, reports, performance monitoring, and forms as part of workflow configurations. ▪Laserfiche Audit Trail Training - This hands-on or group training is for users who will be generating or viewing Audit Reports on the Laserfiche Repository. Laserfiche Audit Trail is typically used to investigate the viewing, retrieval, or export of a document from the Laserfiche Repository. This class is typically limited to Administrators and Power Users with comprehensive access to the Laserfiche Repository. ▪Laserfiche Records Management Training - This is hands-on training covers basic records management concepts for records managers and for general staff. This session provides training on the lifecycle of Records from creation to final disposition and includes setting up retention P a g e 17 | 18 LASERFICHE RIO PROPOSAL schedules, managing record series and record folders, determining cutoff instructions and disposition, and compliance requirements. ▪Laserfiche Quick Fields Training - This hands-on training is for users who will be creating Quick Fields Sessions. Typically, this training is for IT or Power Users of Laserfiche and includes automating Quick Fields Sessions, data capture, extraction and validation, image enhancement, and customizing the handling, processing, and information capture for specific document types. Class material is dependent on the Quick Fields modules purchased. ▪Integration Training SDK / LF Connector - Training for IT applies to integration with specified line of business applications. Complimentary ECS User Training - We believe in providing continued added value to our clients on an ongoing basis and assisting them in utilizing the solutions we provide to the maximum potential. That is why we offer complimentary training opportunities throughout the year to provide added value to your Laserfiche investment. We offer free Webinars, User Group Workshops scheduled in Northern and Southern California on a quarterly basis that are hosted by one of our clients at their facility. Our complimentary Annual Customer Conferences are also held in both Northern and Southern California and provide a full day of Laserfiche training, networking, and consultation opportunities. Our monthly eNewsletter provides additional information about ECS events and Laserfiche news including product details, new software releases and updates, tips & tricks, client success stories, webinars, industry news with partners, and other on-line training resources. ECS Imaging has always provided ongoing education for our customers to maximize the Laserfiche experience. You can take advantage of the variety of training avenues compliments of your Valued Added Solution Provider ECS! Upcoming Free ECS Training Events: Training Events are provided at no cost to ECS customers. We invite you to attend as this will be an excellent opportunity to see how Laserfiche works. Link to Events and Registration: https://ecsimaging.com/events/ Laserfiche Online Help Resources - As part of your Laserfiche Software Assurance Plan, all licensed users of the system will have 24/7 access to the Laserfiche Support site where you will find additional online training opportunities. The Laserfiche Support Site offers a variety of resources to help you use your P a g e 18 | 18 LASERFICHE RIO PROPOSAL Laserfiche products more effectively including best practices and tips for using the products, troubleshooting information and hotfixes, technical papers on a variety of topics, product demonstration and how-to videos located on the Laserfiche YouTube site, and a Code Library and other resources for developers. The Support Site is updated regularly. Optional Online Training Opportunities - Self-Guided Online Training - Laserfiche offers a Certified Professional Program (CPP) with online courses designed to provide users with step-by-step training on setting up, using, and optimizing Laserfiche software. These self-guided online training courses are available on the Laserfiche Support site. The first course (ECM 101) is available at no cost and is recommended for anyone new to Laserfiche. Additional courses are offered at a cost of $150 per course and provide detailed information to help users maximize the value of their Laserfiche investment. Certification includes a self-paced online exam, if users do not pass the exam on the first attempt, they can take it a second time at no additional cost. Laserfiche Certification: https://www.laserfiche.com/support-learn/certification/ Laserfiche Empower Annual Conference in Las Vegas, NV The Laserfiche Empower Conference provides an added value that includes a multi-day training event with hundreds of classes available for all knowledge levels. The next Laserfiche Empower Conference will be held April 14 – 17, 2025 at the Mandalay Bay Resort in Las Vegas, NV. Laserfiche Support Site https://support.laserfiche.com Laserfiche Answers https://answers.laserfiche.com Laserfiche Cloud Developer Center https://developer.laserfiche.c om/ Laserfiche Video Gallery https://support.laserfiche.com/g allery/#/list#%2Flist Laserfiche Aspire – Learning Resources https://support.laserfiche.com Laserfiche Certified Professional Program (CPP) https://www.laserfiche.com/sup port-learn/certification Laserfiche User Manuals https://support.laserfiche.com/k b/1012253/current-online- laserfiche-product-help-files Laserfiche Case Studies https://www.laserfiche.com/c asestudy/ Laserfiche Cloud Trust Center https://www.laserfiche.com/pro ducts/trust/ Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: August 2024 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: August 2024 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 11/13/2024 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 be endorsed.If SUBROGATIONIS 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 HUB INTERNATIONAL INS SVCS INC/PHS 72165935 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED ECS IMAGING, INC. 5905 BROCKTON AVE STE C RIVERSIDE CA 92506-1887 INSURER A : Hartford Underwriters Insurance Company 30104 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS A COMMERCIAL GENERAL LIABILITY X X 72 SBA AW7ZJA 10/01/2024 10/01/2025 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability 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 PRO- JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER:Deductible $0 A AUTOMOBILE LIABILITY 72 SBA AW7ZJA 10/01/2024 10/01/2025 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) Deductible $0 A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS- MADE 72 SBA AW7ZJA 10/01/2024 10/01/2025 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 DED RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD ACORD 101 (2014/01)© 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC# : ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY HUB INTERNATIONAL INS SVCS INC/PHS NAMED INSURED ECS IMAGING, INC. 5905 BROCKTON AVE STE C RIVERSIDE CA 92506-1887 POLICY NUMBER SEE ACORD 25 CARRIER SEE ACORD 25 NAIC CODE EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER:ACORD 25 FORM TITLE:CERTIFICATE OF LIABILITY INSURANCE Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. Waiver of Subrogation applies in favor of the Certificate Holder per the Business Liability Coverage Form SL0000, attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SL0000, attached to this policy. Notice of Cancellation will be provided in accordance with Form SL9013, attached to this policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 90 13 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company,other than for non-payment of premium,notice of such cancellation will be provided at least thirty (30)days in advance of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the company for non-payment of premium,or by the insured,notice of such cancellation will be provided within ten (10)days of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. If notice is mailed,proof of mailing to the last known mailing address of the certificate holder(s)on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s)will not amend or extend the date the cancellation becomes effective,nor will it negate cancellation of the policy.Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 03 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS: We waive any right of recovery we may have against: a.Any person or organization shown in the Declarations, or b.Any person or organization with whom you have a contract that requires such waiver. Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part,means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions. A. COVERAGES 1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in Section D.Liability And Medical Expenses Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b.This insurance applies: (1)To "bodily injury" and "property damage" only if: (a)The “bodily injury” or “property damage” is caused by an “occurrence” that takes place in the “coverage territory”; (b)The "bodily injury" or "property damage" occurs during the policy period; and (c)Prior to the policy period, no insured listed under Paragraph 1.of Section C.Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2)To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section C.Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1)"Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a)The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Medical Expenses Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 3. Coverage Extension - Supplementary Payments a.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5)All court costs taxed against the insured in the "suit". However, such costs do not include attorneys’ fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6)Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1)The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation, settlement or defense of the "suit"; (ii)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2)The conditions set forth above, or the terms of the agreement described in Paragraph (6)above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1)"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2)"Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) b. Contractual Liability (1)"Bodily injury" or "property damage"; or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b)"Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i)Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same "insured contract"; and (ii)Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury” or “property damage” involved that which is described in Paragraph (1), (2), (3) or (4) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer’s Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured’s business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to: (i)"Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i)"Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b)Claim or “suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Exclusion g.(1)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 "bodily injury” or “property damage” arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Exclusion g.(2)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 "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is: (i)Less than 51 feet long; and (ii)Not being used to carry persons or property for a charge; (c)Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than “unmanned aircraft”) or watercraft; (e)"Bodily injury" or "property damage" arising out of: (i)The operation of any of the machinery or equipment listed in Paragraph f.(2)or f.(3)of the definition of "mobile equipment"; or (ii)The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of “mobile equipment” if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f)An aircraft (other than “unmanned aircraft”) that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2)The use of “mobile equipment” in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1)Legal, accounting or advertising services; (2)Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3)Supervisory, inspection, architectural or engineering activities; (4)Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5)Any health or therapeutic service treatment, advice or instruction; (6)Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c)Similar services; (10)Pharmaceutical services including but not limited to: (a)The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b)The providing of or failure to provide home health care or home infusion products or services; and (c)Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. k. Damage To Property "Property damage" to: (1)Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Property loaned to you; (4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6)That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". l. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 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. p. Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea" in your "advertisement"; (5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of: (a)Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or (b)Any injury or damage alleged in any claim or “suit” that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or “suit”, regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or “suit” involving any intellectual property right is limited to: (i)Infringement, in your “advertisement”, of: a.Copyright; b.Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or c.Title of any literary or artistic work; or (ii)Copying, in your “advertisement”, a person’s or organization’s “advertising idea” or style of “advertisement”. Paragraph (7)(b)ii above shall not apply to claims or “suits” alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8)Arising out of an offense committed by an insured whose business is: (a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others; or (c)An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b.and c.under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)Advertising content for others on your web site; (b)Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". 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 "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a)Infringement, in your "advertisement", of: (i)Copyright; (ii)Slogan; or (iii)Title of any literary or artistic work; or (b)Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". q. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1)Damages because of “bodily injury” or “property damage” arising out of any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2)Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above. However, unless Paragraph (1)above applies, this exclusion does not apply to damages because of “bodily injury”. r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or (2)The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs (a),(b), or (c)above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or “suit” alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or “suit” for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4)Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (a)Owned, occupied or used by: (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a.Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance required in a written contract, written agreement or permit; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part 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 purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or “suit”; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)You or any additional insured under this Coverage Part that is an individual; (2)Any partner, if you or an additional insured under this Coverage Part is a partnership; (3)Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5)Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6)Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b.below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability 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; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part 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 insured's rights against all those other insurers. 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. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all 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. Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 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. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above, but is away for a short time on your business; or b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of anyIf the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive thatpayment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract,right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of “electronic data”, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a., b., c.,or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a., b., c.,or d.above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, “mobile equipment” does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”. 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f.Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g.Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 20."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 22 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Unmanned aircraft" means an aircraft that is not: a.Designed; b.Manufactured; or c.Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24."Volunteer worker" means a person who: a.Is not your "employee"; b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you; and d.Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. Declarations: Business Liability Coverage Part CONTINUED Form: SC 00 01 10 18 15 ADDITIONAL INSUREDS SCHEDULES Form Number Form Name Additional Insured Name and Address Location SAN BERNARDINO ASSOCIATED GOVERNMENTS AND ALL OF ITS ASSOCIATED ENTITIES ANDCAPACITIES, INCLUDING THE SANBERNARDINO COUNTY TRANSPORTATION AUTHORITY, SANBERNARDINO COUNTY TRANSPORTATION SAN BERNARDINO COUNTY TRANSPORTATION AND IT'S OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS, CONTRACTORS AND SUBCONTRACTORS SAN BERNARDINO COUNTY TRANSPORTATION 1170 WEST 3RD ST, 2ND FLOOR, SAN BERNARDINO, CA 92410 N/A CITY OF ORANGE ITS OFFICERS, AGENTS AND EMPLOYEES 300 E CHAPMAN AVE, ORANGE, CA 92866 N/A CITY OF CUPERTINO 10300 TORRE AVE, CUPERTINO, CA 95014 N/A COUNTY OF RIVERSIDE 2980 WASHINGTON ST, RIVERSIDE, CA 92504 N/A CAPISTRANO USD 33122 VALLE RD, SAN JUAN CAPISTRANO, CA 92675 N/A CITY OF VISTA 200 CIVIC CENTER DRIVE, VISTA, CA 92084 N/A CITY OF TEMPLE CITY ITS RESPECTIVE ELECTED & APPOINTED OFFICERS, OFFICIALS & EMPLOYEES 9701 LAS TUNAS DR, TEMPLE CITY, CA 91780 N/A CITY OF FAIRFIELD 400 S VICENTIA AVE #320, CORONA, CA 92882 N/A CITY OF CALABASAS 100 CIVIC CENTER WAY, CALABASAS, CA 91302 N/A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY $ $ 5800 Granite Parkway Ste 350 Boyd, Shackelford, Barnett & Dixon, LLC Cert ID 43859 10300 Torre Ave Beazley Insurance Company, Inc 37540 05/08/2024 5905 Brockton Ave Ste C Professional E&O Liabilit jedwards@bsbdgroup.com A Ian Sadler Plano TX 75024 Cupertino CA 95014 Riverside CA 92508 (972) 767-2811 (951) 787-8768 (214) 988-5196 2,000,000 City of Cupertino ECS Imaging, Inc Each Claim Limit of Liability (48)TG 04/10/202504/10/2024VG00004828AC VG00004828AC 04/10/2024 04/10/2025 Each Claim Limit of Liability 2,000,000A Cyber/Network Liability Page 1 of 1 Self Insured Retention (SIR) is $15,000.00 ECS, for LaserFiche Licensing & Support Final Audit Report 2024-12-05 Created:2024-12-05 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAi_y7juTb-PI8do8xUFOSVFGI1lsimUZ5 "ECS, for LaserFiche Licensing & Support" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-12-05 - 0:29:39 AM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2024-12-05 - 0:35:12 AM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2024-12-05 - 0:35:20 AM GMT- IP address: 3.232.50.116 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2024-12-05 - 0:42:40 AM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-12-05 - 0:42:42 AM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2024-12-05 - 0:42:54 AM GMT- IP address: 3.232.50.116 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-12-05 - 1:33:42 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to will@ecsimaging.com for signature 2024-12-05 - 1:33:45 AM GMT Email viewed by will@ecsimaging.com 2024-12-05 - 1:47:54 AM GMT- IP address: 172.226.190.26 Signer will@ecsimaging.com entered name at signing as William Wolfe 2024-12-05 - 2:31:10 AM GMT- IP address: 76.108.235.106 Document e-signed by William Wolfe (will@ecsimaging.com) Signature Date: 2024-12-05 - 2:31:12 AM GMT - Time Source: server- IP address: 76.108.235.106 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-12-05 - 2:31:14 AM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-12-05 - 2:31:36 AM GMT- IP address: 3.232.50.116 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-12-05 - 3:15:43 AM GMT- IP address: 174.194.200.177 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-12-05 - 3:15:45 AM GMT - Time Source: server- IP address: 174.194.200.177 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2024-12-05 - 3:15:48 AM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2024-12-05 - 3:15:56 AM GMT- IP address: 3.232.50.116 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2024-12-05 - 2:37:44 PM GMT - Time Source: server- IP address: 107.3.130.161 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-12-05 - 2:37:47 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-12-05 - 2:37:56 PM GMT- IP address: 52.202.236.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-12-05 - 5:42:18 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-12-05 - 5:42:18 PM GMT