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CC - Item 5E - Extension to Agreement with Complete Paperless Solutions for Document Scanning ServicesROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER DATE: AUGUST 12, 2025 SUBJECT: EXTENSION TO AGREEMENT FOR DOCUMENT SCANNING SERVICES f•Yllu lu /:\:�•1 The document scanning services agreement with Complete Paperless Solutions (CPS) expired on May 14`", 2025. The proposed First Amendment would extend the CPS agreement in order to continue completing the remaining scanning of Finance and Human Resources files. DISCUSSION Complete Paperless Solutions was engaged to provide document scanning services because the City is nearing storage capacity for hard -copy records and lacks the staff and equipment to handle digitization internally. Converting these records to digital format is essential for preservation, improved accessibility, and enhanced transparency. On May 10, 2024, the City Council approved the Document Scanning Services agreement (Agreement) with CPS for document scanning services relating to files for Building and Safety, Finance, and Human Resources. The scanning of files took longer than anticipated, leaving the uncompleted scanning of both Finance and Human Resources files. This is due to impacts relating to basement remodeling and a longer than anticipated completion of Building and Safety Division files. Staff recommends the amendment to Section 3.1.2, "Term", to extend the Agreement by written agreement of the Parties (the provider and the City). The proposed First Amendment would extend the Agreement for another year to May 14th, 2026, and give the City Manager the authority to negotiate and execute any contract amendments or extensions on behalf of the City. The extension with CPS would be within same total costs as the original Agreement. There is no change in total cost relating to the Amendment. AGENDA ITEM 5.E City Council Meeting August 12, 2025 Page 2 of 2 STAFF RECOMMENDATION That the City Council authorize the City Manager to execute the First Amendment to the Agreement with Complete Paperless Solutions with authority to negotiate and execute any additional future contract extensions on behalf of the City. FISCAL IMPACT There is no increase in cost, as the First Amendment solely modifies the agreement's expiration date. ENVIRONMENTAL REVIEW This agenda item does not constitute a project under the California Environmental Quality Act (" CEQA") STRATEGIC PLAN IMPACT None. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Prepared by: BryChua Assistant City Manager/Finance Director Attachment A: First Amendment with Complete Paperless Solutions, LLC Attachment B: Document Scanning Services Staff Report and Related Documents dated May 14, 2024 Attachment C: Complete Paperless Solutions, LLC —Agreement dated May 14, 2024 Attachment A First Amendment with Complete Paperless Solution, LLC FIRST AMENDMENT TO DOCUMENT SCANNING SERVICES (COMPLETE PAPERLESS SOLUTIONS) This FIRST AMENDMENT ("Amendment') is made and entered into this 12th day of August, 2025 ("Effective Date"), by and between the City of Rosemead, a municipal organization, organized under the laws of the State of California with its principal place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and Complete Paperless Solutions, LLC (CPS), a limited liability company with its principal place of business at 5130 E. La Palma Avenue, Suite 206, Anaheim, CA 92807 ("Contractor"). City and Contractor are sometimes individually referred to herein as 'Party" and collectively as "Parties." WHEREAS, City and Contractor entered into an agreement on May 14, 2024, for document scanning services (the "Agreement'); and WHEREAS, this Agreement expired on May 14, 2025; and WHEREAS, the City and the Contractor may mutually agree to extend the term of this Agreement (Section 3.1.2). NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 3.1.2, "Term" shall be amended to read: The term of this Agreement is amended to continue until May 14, 2026, unless either party gives express written notice of its intent to terminate this Agreement at least ninety (90) days prior to the requested termination date. This Agreement may be extended prior to any expired term by written agreement of the Parties. The City Manager is authorized to negotiate and execute any contract extensions on behalf of the City. SECTION 2. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 3. The City Clerk shall certify to the adoption of this Addendum and hereafter the same shall be in full force and effect. IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD Ben Kim, City Manager Date Attest: Ericka Hernandez, City Clerk Date Approved as to Form: COMPLETE PAPERLESS SOLUTIONS. LLC Name: Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] A Name: Rachel Richman Date City Attorney Title: Attachment B Document Scanning Services Staff Report dated May 14, 2024 ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER DATE: MAY 14, 2024 SUBJECT: PROFESSIONAL SERVICES AGREEMENT FOR DOCUMENT 6190W►Llamil3`/ "I SUMMARY The volume of hard -copy records currently stored at City Hall from the City's Building and Safety Division, Finance Department, and Human Resources Division is reaching maximum capacity. The City does not have the resources, including staffmg or necessary equipment to support the time commitment needed to image, index, and quality control the voluminous amount of storage files. As a result, digitizing these records is needed. The scanning of these physical documents into the City's electronic management system will uphold the City's values of transparency and accessibility, all while maintaining the City's archive of records for the future. The City's Building and Safety Division records (permits and plans) dates back to before the City was incorporated. Historically, the City has stored rolls of building plans for commercial and multi -residential projects in the basement of City Hall. Due to their age and exposure to the elements over the years, some of the plans are deteriorating. In addition, the City has maximized the capacity of storage of permit files. Furthermore, the storage of the rolled -up plans are creating a possible fire hazard. Below are a few photos of the storage accumulation at Cih, Hall: AGENDA ITEM 5.13 City Council Meeting May 14, 2024 Page 2 of 5 The City's Finance Department and Human Resources Division records have accumulated for many years. Due to privacy protection, the scanning services for these documents will be conducted onsite within City owned buildings. Below are a few photos of the storage accumulation at City Hall and other locations for Finance and Human Resources: Rosemead Municipal Code Chapter 3.24 sets the purchasing system requirements for non-public works contracts. Section 3.24.090(D) of Chapter 3.24 allows the use of competitive bidding already completed as an alternative purchasing procedure. In this case, if a competitive bid procedure has been conducted by another public agency and the price to the City is equal to or better than the price to that public agency, the City may apply the competitive bid as an alternative purchasing procedure. Since the City of Brea recently retained scanning services, staff is proposing to utilize the alternative purchasing procedure to contract with Complete Paperless Solutions, LLC (CPS) to assist with document scanning services. In September 2023, the City of Brea issued a Request for Proposals (RFP) for professional services to perform citywide document scanning. A total of five (5) proposals were received. Based on the results of the RFP and the total volume of services that the City of Brea requested, on January 9, 2024, the City of Brea's Finance Committee awarded the contract to two vendors to complete the full scope of work in an effort to maximize efficiency. One of which was CPS. The details of the City of Brea's RFP and City of Brea's Finance Committee Staff Report are attached in Attachments `B" and "C", respectively. Building and Safety Division staff from Transtech have had good experience working with CPS in the City of Seal Beach for scanning services. In addition, staff has worked closely with CPS to ensure that the cost of the scanning services are equal to the City of Brea's proposal from 2023. The comparison of pricing is shown on page 3. City Council Meeting May 14, 2024 Page 3 of 5 Cit of Brea Item Item Per Scanning Description Image Black & Black & $0.055 White White X1 F' Grayscale $0.066 Letter, legal and 11x17 sized pages $0.254 (onsite - letter size (offsite) $0.254 8'/"x Il") Community Development - OFFSITE Building and Safety Color $0.066 - letter size 8'/" Black & $0.66 Large Format White 47,000 Gra scale $0.78 Drawings (offsite) Color $0.78 $0.66 Cit of Rosemead Volume Item Per Scanning Description Image Finance (onsite - Black & 220,000 letter size 8/2" White $0.152 X1 F' Human Resources Black & $0.254 (onsite - letter size White $0.254 8'/"x Il") Community Development - OFFSITE Building and Safety - letter size 8'/" Black & $0.055 xl 1" up to White 47,000 11" x 17" offsite $31,020.00 Heavy preparation and Indexing for Permits Large Format Black & $0.66 Drawings (offsite) White $126,420.00 The estimated cost for the document scanning services for the Finance Department, Human Resources Division, and Building and Safety Division total $126,420. Additional costs include Laserfiche ingestion of $450.00 per upload into the repository and pick-up and delivery costs of $100.00 per trip. Based on discussions with CPS, the estimated cost of the Laserfiche ingestion (12 ingestions) and pick-up and delivery (three times) will total approximately $6,000. In total, the cost of document scanning services, Laserfiche ingestion, and pick-up and delivery is approximately $132,420. Staff is requesting the City Council add a 10% contingency to the agreement, as the number of documents estimated was developed through a visual analysis of the document storage areas. Based on the visual analysis, the breakdown of the cost is provided below: Department/Task Volume Price per Total unit FINANCE - ONSITE 220,000 $0.152 $33,450.00 Letter size Bull - B&W -Incl. indexing HR - ONSITE 110,000 $0.254 $27,950.00 Letter size 8x11- B&W -incl. indexing Community Development - OFFSITE Letter size up to 11x17 - B&W -incl. indexing 400,000 $0.055 $22,000.00 Large format - B&W - Ind. indexing 47,000 $0.66 $31,020.00 Heavy preparation and Indexing for Permits 400,000 0.03 $12,000.00 ESTIMATED TOTAL $126,420.00 aiserfiche Ingestion: $450.00 per upload into the repository. 'ck up and delivery: $100.00 per trip. Yo boxes and boxing provided. manifest provided. icing is for the 3 departments - all or nothing deal. City Council Meeting May 14, 2024 Page 4 of 5 Since 2018, the City has collected a plan maintenance fee for all building plan checks. To date, the City has collected $91,385.95. The document scanning services for the Building and Safety Division documents will be fully compensated through this funding source. The document scanning services for the Finance Department and Human Resources Division will be fully funded through the use of General Fund contingency funds. STAFF RECOMMENDATION Staff recommends that the City Council authorize the City Manager to execute a Professional Services Agreement (including extensions) with Complete Paperless Solutions to assist with document scanning services not -to -exceed $132,420, plus up to a 10% percent contingency. FISCAL IMPACT The project's cost, totaling $145,662 ($132,420 plus a 101/6 contingency), will be funded from the unassigned fund balance of the General Fund. The current General Fund contingency budget for FY 2023-24 has sufficient capacity to accommodate the expenses associated with the scanning project. There is no need for any budget adjustments. ENVIRONMENTAL ANALYSIS This agenda item does not constitute a project under the California Environmental Quality Act ("CEQA"), and it can be seen with certainty that it will have no impact on the environment. As such, this matter is exempt under CEQA. STRATEGIC PLAN IMPACT None. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. City Council Meeting May 14, 2024 Page 5 of 5 Prepared by: kg--� Lily Valenzuela, Deputy Director of Community Development Reviewed by: W� Stan Wong, Interim Director of Community Development Bryan Chua, Director of Finance Attachment A: Complete Paper Solutions (CPS) Proposal Attachment B: City of Brea Request for Proposal (RFP No. 2023.09.25.01) Attachment C: City of Brea Staff Report, dated January 9, 2024 Attachment D: Draft Professional Services Agreement Attachment A Complete Paper Solutions Proposal Scanning Services Proposal BY: Complete Paperless Solutions (CPS) 3/25/2024 Laserfiche Premier Partner Solution Provider Awards Laser f iche CPSComplete paperless solutions F�.�.,a...,.p Laserfiche 5130 E. La Palma Avenue, Suite 206 Anaheim, CA 92807 tel: 866-661-2425 fax: 714-716-8215 www.cps247.com DESCRIPTION AND APPROACH CPS understands the importance of selecting a quality firm to manage and execute the process of scanning historic records which may include maps, drawings, and all other media types available for storing information. With CPS being the experts in Laserfiche Document Management, many municipalities and government organizations have turned to us to handle their document scanning needs as they have tried to make it by with other vendors who could not perform to the expectations. We understand the attention expected by municipalities to produce quality images, on demand, 100% open communication and making sure every step of the project is going exactly as planned. Everything mentioned in the Scope of Work is within the capabilities of CPS along with the power of knowing you have the to Laserfiche Provider handling yourjob and there will not be any confusion on ingestion/upload into Laserfiche. Scanning Conversion Services Process Secure Document Conversion Facility— Enabled with only the highest security and technology available, you can be assured your data will be safe and secure from the moment your data leaves your location, until we safely return your data after the job has been completed. Record Transfer Preparation —AII boxes will have a Tamper Security Seal to ensure privacy immediately upon pickup. All boxes will be inventoried by folder and series within each box, provide a barcode label, and finalize the box count prior to departing. Document Control and Manifest Creation — We use a specialized application to not only track all records, but we have a very stringent methodology policy we adhere to internally as well making sure all procedures are followed every step of the way. Tracking reports are generated to include all of the information pertaining to the job. The use of tamperproof seals provides an extra layer of security to keep your data safe. Secure Record Transfer Service— All pickups and deliveries will be performed by at least 2 staff which have gone through a background check as well. In order to keep the chain of custody, delivery and pickup Page 2 of 5 Cps. �.e scenarios will not make any extra stops while transit with a client's data. If any issue arises in transport, a secondary team is on standby to assist right away. Storage Center when Receiving — Our procedure is to have all boxes coming in to be counted and verified 2 times. Utilizing barcodes and our 2 -person process ensures quality as soon as client data arrives. Any damage or discrepancies will be reported immediately and addressed immediately. Chain of Custody Verification — Once the data is received, another check is done on all seals of the boxes. Once security seals are removed, we verify contents again. If at any time any security issues happen to arise, clients will be notified immediately. Audit Tracking & Quality Control Reporting— Every employee is mandated to enter all quality control, monitoring, and progress into our tracking system. Reporting is constantly being done to ensure job is on track. Document Preparation —Scanning sample boxes are an effective way to find out certain details of the specificjob. These samples will determine the most accurate and efficient method to prepare the folder to be scanned. All staff will be trained in job specifics and details and are assigned one single box at a time. Items prepared prior to scanning including removing paperclips/staples, unfolding, utilizing copier technology to maximize scan quality, combine small documents and attached images, and anything we are not 100% clear on, we will place on the side and address with the client to ensure accuracy. If required, we are able to reassemble all data just as we picked it up with the exclusion of staples and paper clips. Quality Assurance Document Preparation Verification — Our data sheets are updated in real time and if any problem is found, the document is sent back for reprocessing. The tracking report is updated once again, and the corrected data moves on to the next stage. Scanning High Resolution Digital Imaging — Only the best technology available is used to provide the best outcome of a quality image. Scanning staff will be monitoring each image to ensure image is scanned correctly and no pages are double fed. The utilization of Kofax VRS Software allows for additional cleaning to be done such as de -speckle, de -skew, image rotation, background suppression, edge enhancement, gray tone filtering, blank page removal, and much more if need be. Quality Assurance Image Quality— One of the most important parts of this process is having a human being review documents for accuracy and not solely rely on software and technology. Image quality is checked at multiple levels to ensure all images are acceptable and do not need to be reprocessed. Indexing Verification —Staff are trained to manually index one image at a time per box to ensure accuracy every step of the way. Protocols and additional software is in place to make sure indexing errors do not occur such as misspelling or double keying entries. Page 3of5 CPS >� Quality Assurance Indexing—Taking this process to the next level, we will compare the indexed data with the re -keyed data. If any mismatches are found, they are sent back and reprocessed until it is matched. Data validation is performed utilizing character mix, date ranges, quantity ranges, including database lookups as well. File Transfer and Upload —Once documents are ready for transfer/upload, data will be transferred to a file server with your encrypted data. From there instant access is available via VPN to search your data to view images and indexes, along with being able to start internal quality control as well. If encrypted hard drive is preferred, this exists as an alternative as well. Return and Delivery of Completed Job— Once all files have been reviewed and cleared for approval, data will be repacked, and security labels placed once again. Delivery procedures are followed exactly how our pick-up procedure is, which is listed above with the focus on reliability and security. Page 4 of 5 CPS .� COST PROPOSAL Based on our estimated volumes determined, below is a list of the pricing we are able to offer. Document Scanning Department/Task Volume Price per Total unit FINANCE -ONSITE 220,000 $0.152 $33,450.00 Letter size 8x11— B&W —incl. indexing HR- ONSITE 110,000 $0.254 $27,950.00 Letter size 8x11— B&W —incl, indexing Community Development - OFFSITE Letter size up to 11x17 — B&W —incl. indexing 400,000 $0.055 $22,000.00 Large format — B&W - incl. indexing 47,000 $0.66 $31,020.00 mits Heavy preparation and Indexing for Per00,000 4 0.03 $12,000.00 ESTIMATED TOTAL $126,420.00 Laserfiche Ingestion: $450.00 per upload into the repository. Pick up and delivery: $100.00 per trip. No boxes and boxing provided. No manifest provided. Pricing is for the 3 departments - all or nothing deal. Page 5 of 5 cpsou� Attachment B City of Brea Request for Proposal RFP No. 2023.09.25.01 6 Z'c*h^, 4 1 + •. S R.I Sl4µM+4. TP M� S . .c -'.-'T%z''s—"�! sT __KiF• .�'3'..F fkr.F REQUEST FOR PROPOSALS ,J y. REQUEST FOR PROPOSALS # 2023.09.25.01 for Citywide Document Scanning Services PART SOLICITATION SECTION CITYAREA REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 Overview. The City of Brea ("City") is issuing this Request for Proposals ("RFP") from qualified and experienced scanning service companies to provide document imaging, indexing, and quality control services, as further set forth in the Scope of Services and Specifications Requirements, Exhibit "A" to the City's form of professional services agreement included herein ("Project"). The City of Brea utilizes Laserfiche as its electronic content management system (ECMS). The Laserfiche system also utilizes a cloud -based write -once -read -many (WORM) drive hosted by RestorVault. The City desires to procure citywide document scanning services for scanning, indexing and quality control of historical records. Through this RFP, the City seeks a contractor that can provide the highest quality product at the most affordable price to accomplish the full scope of work on a rolling basis. Proposals shall be reviewed and rated on the basis of qualifications, specific experience, responsiveness, references, familiarity with the City's needed services, pricing and/or other factors stated herein. Questions and Answers. To obtain Solicitation documents, submit questions, receive answers, and submit a proposal, visit the City's eProcurement Portal ("City Portal")at the following hyperlink (registration is required) https://www.publicpurchasc.com/gems/brea,ca/buyer/public/home. A. Questions. Any person contemplating submitting a proposal in response to this RFP, who has any questions concerning this RFP, or who finds any discrepancies or omissions in any part of RFP, the Scope of Services and Specifications, the Agreement, or any of the terms and conditions included therein (collectively, "Solicitation" or "RFP"), must submit questions through the City Portal by the Question Deadline set forth in Timelines below or as may be modified by subsequent addendum. Questions not received by the Questions Deadline will not be considered as such questions are non-responsive to the Solicitation requirements. B. Answers. City will issue addenda to answer questions received by the Question Deadline and provide clarifications and modifications to the Solicitation utilizing the City's eProcurement Portal as provided above. Only questions or requests for clarification deemed sufficiently significant to fully implement the purposes of this RFP will be answered. Proposers must acknowledge receipt of all City -issued addenda. Only City's written addenda can modify the Solicitation requirements. Such changes take precedence over the original Solicitation terms and any preceding addcndums. Any other form of communications from the City shall not be binding or have no force or effect with respect to this Solicitation. Page 1 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 Timelines. Release of Request for Proposals Pre -Offer Conference Question Deadline Final Addendum Issued Proposal Due Date and Time Selection of Contractor* Finance Committee* City Council Award* Services Begins* * tentative September 25, 2023 Not Applicable October 20, 2023 by 4 p.m. local time October 26, 2023 November 1, 2023 by 4 p.m. local time November 8, 2023 November 14, 2023 November 21, 2023 December 1, 2023 PROPOSALS MUST BE ACTUALLY RECEIVED AND ELECTRONICALLY ACKNOWLEDGED BY THE PROPOSAL DUE DATE AND TIME. Proposers are responsible to submit their proposals sufficiently in advance to ensure timely receipt. The City will not be responsible for any electronic failures of the City Portal to receive and/or provide acknowledgement of receipt, of any proposal. Pricing. C. Preparation Expense. Proposers prepare and submit proposals solely at their sole expense. D. Pricing Must Be All -Inclusive. Each proposal must be INCLUSIVE OF ALL COSTS TO PERFORM THE REQUIRED SERVICES. Any and all costs of labor, transportation, materials, software, equipment, proprietary licenses, and any and all other fees, costs, and expenses necessary to provide the required services, must be included in the proposal price. Proposal Submission Requirements. E. General. i. Checklist. Use this section as a checklist to provide a complete response. Failure to include and provide all the information specified is cause for rejection of the proposal without further evaluation or award consideration. ii. Signatures. Proposers must sign all forms where indicated. Digital Signatures are acceptable if they conform to all requirements of Califomia Government Code Section 16.5. Page 2 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 iii. Additional Material. Do not include any promotional material or any material that is not directly relevant to the objectives of this Solicitation. iv. Organization. Organize the proposal in the order shown below, separate each section with a section page and title, number each section beginning with one. V. Sections Division and Purpose. Note the Qualifications and Forms sections will be used to determine if your company is qualified and responsive, while the Technical and Costs sections will be used to determine how well your company meets the requirements of this Solicitation and if the proposed costs are fair and reasonable. The Technical and Costs sections of the successful proposal ("Contractor's Proposal") will be attached to Exhibit A to the City's standard Agreement for execution. F. Introduction Section. i. Title Page. Provide a title page showing the Solicitation subject; the proposer's name; address, and the date of the proposal. ii. Table of Contents. Provide a table of contents detailing the various sections and page numbers of the information contained in the proposal. iii. Letter of Transmittal. Provide a letter of transmittal signed by an individual authorized to bind the proposer, briefly stating the proposer's understanding of the work to be done, the commitment to perform the work within the required time period, a statement why the proposer believes itself to be best qualified to perform the services and a statement that the proposal is a firm and irrevocable offer. G. Qualifications Section. i. Background. Provide your company's full legal name, address, phone, fax, email, website; prior company names (if any) and years in business; mergers, buyouts; organizational structure (i.e. corp., LLC, sole proprietorship, etc.) and chart; Names and titles of the principal owner(s); person(s) authorized to bind your company. List any contracts terminated for cause, pending litigation, and any governmental enforcement actions against your company. List any special recognition or awards. ii. Experience. Provide a summary of experience with similar kinds of work; Familiarity with state and federal procedures; Experience working with public agencies. Provide current business references for whom your company has provided similar services, and a very brief description of the provided services. iii. Qualifications. Provide a summary of financial responsibility; Demonstrated technical ability; Capability of developing innovative or advanced techniques; Special qualifications, training, credentials; Staff names, titles, role, qualifications, experience, and length of service and the designated project manager assigned to this Project. Page 3 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 iv. Understanding. Describe your understanding of the work to be done based on this Solicitation. Include any issues that you believe will require special consideration for this Project as well as identify any unique approaches or strengths your company may have. H. Technical Section. i. Approach. Provide a detailed discussion and proposed methodologies of your company's approach to the successful completion of this Project. Include thorough discussions of methodologies you believe are essential to accomplishing each task. Include a proposed work schedule to accomplish all of the required tasks and identify the team member responsible for each. ii. Proposed Schedule. Provide a detailed recommended schedule of activities. If a Meet and Confer and Presentation Requirements and/or a Tentative Schedule are provided in the Scope of Services and Specifications Requirements Section any recommended modifications will need to be addressed. 1. Cost Section. Time and Expense Basis. Set forth your price based on a time and expense basis. ii. Alternative Basis. Provide any alternative pricing basis to the Time and Expense Basis that would be advantageous to the City. J. Forms Section. Standard Forms a. Non -Collusion Affidavit Form b. References Form C. Subcontractors List -Standard Form d. Statement of Compliance or Exceptions Form e. Status of Past and Present Contracts Form f. Insurance Commitment Form g. Proposer Qualifications Response Form h. Firm Offer and Price K. Withdrawal and Validity. Proposals may be withdrawn before Proposal Due Time and Date; Proposals not so withdrawn are binding for 120 days after the due date. Results. L. Opening Proposals. Proposals are electronically sealed until the Proposal Due Date and Time and thereafter will be electronically unsealed to begin the review and evaluation process as set forth in the Evaluation, Award, Contract, Notice to Proceed Section below. Page 4 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 M. Results Posted. Proposals received by the Proposal Due Date and Time, will have results posted on the City's website at www.ci.brca.ca.us/1254/Requests-for-Bids-Proposals-and- uotes. The Proposal results are subject to change based on responsiveness and determination of qualifications. Visit that webpage, click on Requests for Bids, Proposals, and Quotes, scroll to the desired Solicitation. City will not provide results by any other means. N. Information Posted. Best Value procurements will display Company Name only. Proposals will not be available until the evaluation phase has been completed and an award recommendation has been made. O. All Proposals Become City Property and Public Records. All submitted proposals will become City property and public records subject to disclosure. However, no proposal will be disclosed unless and until: a contractor is selected and recommended for contract award to the City Council; all proposals are rejected; or, this RFP is terminated. DO NOT SUBMIT CONFIDENTIAL INFORMATION. Any and all notices of "trade secrets", "confidential information", "do not disclose", and/or any similar types of notices in a proposal will be disregarded. Evaluation. P. Non -Responsive Proposals. Proposals that are late or misdirected; or Proposers who did not attend any required mandatory Pre -Offer Meeting or are suspended or debarred (www.sam.gov) are non-responsive. Proposals that did not include the required documents or information; modified any terms and conditions; had excessive or inadequate price relative to the Scope of Services and Specifications Requirements may cause the Proposal to be deemed non- responsive. Non-responsive Proposals will not be considered for further evaluations or award. Q. Responsive Proposals. Proposals that conform in all material respects to the Solicitation and are eligible for further consideration. R. Informalities. City may waive any informalities in any proposal or this RFP process as deemed in City's best interest. S. Basis for Award and Evaluation Criteria. If an award is made, it shall be made based on the proposal determined to provide the best value to the City. City will evaluate and score each proposal based on how well it meets the Proposal Submission Requirements including, but not limited to, the Qualifications, Technical, Cost, Forms sections; any required clarifications, presentations, interviews; other available information; any required Best and Final Offer (BAFO) responses; and any other requirements of this Solicitation not mentioned specifically in this paragraph. Page 5 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 The scoring for Evaluation Criteria is set forth below: Responsiveness of the Proposal including ability to meet the City's timelines, and acceptance of City's standard form of agreement 20% Contractor's qualifications and prior experience 20% Technical approach to complete the Project 20% Value and economy to City of the proposed Project approach 20% Pricing 20% The City reserves the right to select one or more proposers for further consideration or award of a contract, based solely on their proposal, or, based on their proposal and interviews. The City reserves the right to negotiate a final agreement with one or more of the top scoring proposers. Award, Reject, Rescind. As may be in City's best interest, City may accept and award a contract to any proposer; rescind any award; reject any or all proposals; and/or terminate this RFP process. Agreement. If an agreement is awarded, City will do so after the successful proposer has satisfied all post -award requirements (insurance, bonding, etc.). The City's standard form of agreement is attached. Any requested changes to the contract will be considered as part of the evaluation/scoring process. Notice to Proceed. City will issue a notice to proceed to Contractor(s) to commence providing the required services at the time stated in that notice. Absent a formal notice to proceed letter, the Purchase Order becomes the de facto notice to proceed itself unless otherwise stipulated in the Purchase Order. End of this Section Page 6 PART 11 FORMS SECTION CITYAREA Page 7 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM A NON -COLLUSION AFFIDAVIT FORM Note: To be executed by Proposer and submitted with Proposal. State of (the State of the place of business) County of i (the County ofthe place of business) ,being first duty swum, deposes and (name of the person signing this form) says that he/she is ', of (title of the person signing this torn) the party making the foregoing proposal (name of offering company) that the proposal is not made in the interest of, or on behalf o% any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal; that the PROPOSER has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or to refrain from submitting a proposal; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fox the offer price of the PROPOSER or any other proposer, or to fix any overhead, profit, or cost element of the offer price, or of that of any other proposer, that all statements contained in the proposal are true; and, the PROPOSER has not, directly or indirectly, submitted his or her offer price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, depository, or to any member or agent thereof, to effectuate a collusive or sham proposal, and has not paid, and will not pay, any person or entity for such purpose. Any person executing this declaration on behalf of a PROPOSER that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that they have full power to execute, and does execute, this declaration on behalf of the PROPOSER I declare under penalty of perjury under the Laws of the State of California that the foregoing is true and correct and that this declaration is executed as set forth. Signature: Name/Title Date: Notary is not required for this proposal. Page 8 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM B REFERENCES FORM (Proposei s Company Name) Provide current business references for whom your company has provided similar services. Provide very brief description of the Project services your company provided to the reference. Any unsatisfactory references or past unsatisfactory work performance with City may eliminate Proposer from further consideration (Brea City Code Sec. 3.24.020.M) 1. Company Name Address, City, State, Zi Contact's Name & Title Contact's Phone # Contact's Email Project Completion Date & Value 2. Company Name Address, City, State Zi Contact's Name & Title Contact's Phone # Contact's Email Project j Completion Date & Value 3. Company Name Address, City, State, Zi Contact's Name & Title Contact's Phone # Contact's Email Project Completion Date & Value 4. Company Name Address, City, State, Zi Contact's Name & Title Contact's Phone It Contact's Email Project Completion Date & Value Page 9 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM C SUBCONTRACTORS LIST -STANDARD FORM (Contractor's Company Name) Provide the information requested below. Duplicate this form as necessary to complete list. ❑ Check this box, if no subcontractors are to be used for any of the proposed work. I. Company Name Address City, State, Zi Contact's Name & Title Contact's Phone # Contact's Email Pro osed work & amounts License #s & Class DIR # & Exp Date 2. Company Address City, State, Zi Contact's Name & Title Contact's Phone # Contact's Email Proposed work & amounts License #s & Class DIR # & Exp Date 3. Company Address, City, State, Zip I Contact's Name & Title Contact's Phone # Contact's Email Proposed work & amounts License #s & Class DIR # & Exp Date j Page 10 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM D STATEMENT OF COMPLIANCE OR EXCEPTIONS FORM Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation. Select one: No Exceptions By checking the above box, Proposer declares their Proposal was prepared in strict compliance with the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement. With Exceptions By checking the above box, Proposer declares their Proposal was prepared in consideration of but with exceptions to one or more of the instructions, conditions, and terms of the Solicitation, Scope of Work, and Agreement, in which case Proposer must provide a detailed list for all such exceptions in the following format. Section City Proposer acknowledges that City may accept or reject any or all of Proposer's listed exceptions or reject the Proposer's entire Proposal that contain any exceptions. Signature: Name/Title Date: Page 11 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM E STATUS OF PAST AND PRESENT CONTRACTS FORM Each Proposal must be accompanied by this form. Failure to provide this form will cause the Proposal to be deemed non-responsive and that Proposal will not be considered for further evaluation. As used in this form, "Proposer" means Proposer or any 10% or greater owner of the proposing company; "Contract Termination" means termination for cause by any other party to a contract with the Proposer; "Settlement" means settlement of any claim or lawsuit brought against Proposer in connection with Proposer's services; and, "Legal Action" means any lawsuit alleging fraud, breach or any other misconduct by, or filed against, Proposer. (Propo SCompany Name) j No Contract Terminations, Settlements, or Legal Actions By checking the above box, Proposer declares that the Proposer has not had any Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder and currently does not have any pending Contract Terminations, Settlements, or Legal Actions. 1 One or More Contract Terminations, Settlements, or Legal Actions By checking the above box, Proposer declares that the Proposer has had either one or more Contract Terminations, Settlements, or Legal Actions within the past five years of the date signed hereunder in which case, Proposer must provide a list for all such contracts and include: Contract Title, Contract Value, Termination Date, Company Name, Contact Name, Phone Number, and Reasons for and descriptions of the Terminations, Settlements, or Legal Actions. The Proposer acknowledges that City may: reject any declarations that are not accompanied with the required documentation as described above; or (eject any Proposals wherein Proposer has had any Terminations, Settlements, or Legal Actions that City in its sole discretion deems unacceptable. Signature: Name/Title Date: Page 12 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM F INSURANCE COMMITMENT FORM Each Offer must be accompanied by this form. Failure to provide this form will cause the Offer to be deemed non-responsive and that Offer will not be considered for further evaluation. (Propose'& Company Name) Proposer acknowledges that: City reserves the right to modify the insurance requirements as set for in the Insurance Requirements section of the Agreement including limits, based on nature of the risk, prior experience, insurer, coverage, or other special circumstances. City's acceptance and/or approval of the Contractor's insurance documents does not and shall not be construed to relieve Contractor of any obligations, responsibilities or liabilities under any resultant Contract. Contractor's failure to comply with the required insurance as set forth in the Insurance Requirements of the Agreement is a breach of contract, which may result in one or more of the following: suspension of work, suspension or termination of contract, remuneration of procurement costs for obtaining a replacement contractor, and suspension from submitting future offers based on Contractor's default. Proposer, at Proposer's sole cost and expense, hereby promises and agrees to: Acquire required insurance set forth in the Insurance Requirements of the Agreement. Provide policies of insurance from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California prior to commencing any work and allowing any subcontractor to commence work on any subcontract until it has secured all required insurance unless otherwise permitted or waived in writing by City's Risk Manager. Maintain in force at all times during the term of any Contract, insurance policies as set forth in the Insurance Requirements of the Agreement; replace any policies whose carrier's rating falls below A VII with policies that meet or better the required A VII rating no later than the renewal date of the policy; amend, supplement, or endorse existing insurance policies that do not meet the insurance requirements set forth in the Insurance Requirements. Proposer certifies, represents, and commits to all the Insurance Requirements of the Agreement. Signature: Name/Title Date: Page 13 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM G PROPOSER QUALIFICATIONS RESPONSE FORM j (Proposer's Company Name) Proposers must have demonstrated trustworthiness, as well as the necessary quality, fitness, capacity, and experience to satisfactorily provide the requirements specified in this Solicitation based on prior experience with city, references, and other available information. Provide the information requested below. Do not omit or renumber any sections. Refer to attached documents sparingly and only as necessary; and ensure that any documents referred to are numbered according to the outline below. 1. Background. Please provide the following information about your company: Your company's full legal name, address, phone, fax, email, website. Prior company names (if any) and years in business; mergers, buyouts, etc. Organizational structure (i.e. corp., LLC, sole proprietorship, etc.). Names and titles of the principal owner(s). Person(s) authorized to make commitments for your company. Special recognition or awards. Experience. Provide the following information relative to required services: Summary of Experience with similar kinds of work. Page 14 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 Familiarity with state and federal procedures. Experience working with public agencies. Narrative of the working relationship with current business references for information not already included in the References Form. Qualifications. Provide the following information relative to required services: Financial responsibility. Demonstrated Technical Ability. Capability of developing innovative or advanced techniques. Special qualifications, training, credentials. Staff names, titles, role, qualifications, and experience assigned to this Project. Designated project manager assigned to this Project. Understanding. Provide the following information relative to required services: Understanding of the work to be done based on this Solicitation. Include issues that you believe will require special consideration for this Project. Page 15 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 Identify unique approaches or strengths your company has relative to required services. Approacb. Provide the following information relative to required services: Understanding of the work to be done. Adequacy of labor and resources to satisfactorily perform the requested services and meet the City's needs. Names and titles of key management personnel. Team to be assigned for these services. Submitted by: Signature: Name/Title Date: Page 16 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 STANDARD FORM H FIRM OFFER AND PRICE FORM (Proposer's Company Name) FIRM OFFER made by Contractor to the City of Brea: I, the undersigned, hereby represent and warrant that I am authorized to submit this Offer on behalf of and to bind the principals who I represent, to all the requirements of the City of Brea's Terms and Conditions, Specifications, Scope or Work, any attachments, exhibits, amendments; and I offer and agree to those requirements at the prices set forth in the Offer Form. Further, I understand that no contract exists unless City accepts this Offer by executing the attached Agreement. Business Name: Business Address: Federal ID#: If any Work is a Public Works Contractor Lie#: I DIR#: Business Type 1. Individual/Sole Proprietor or Single -Member LLC; 2. C Corporation; (Contractor enter anumber) 3. S Corporation; 4. Partnership; 5. Trust/Estate; 6. Limited Liability Co. M Name: Name: Title: Title: Email: Email: Date Signed: Date Signed: CORPS: Chairperson, President, Vice President; CORPS: Secretary, Assist. Secretary, Chief Finance LI -Cs: Manager Officer, Assist. Treasurer LLCs: Manager [Pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.] [Pursuant to California Corporations Code Section 17703.01(d), for limited liability companies, both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.] Page 17 REQUEST FOR PROPOSALS for Citywide Document Scanning Services RFP No. 2023.09.25.01 PRICE FORM i (Propo 's Company N=c) Separate and describe your tasks, and associated costs, for the Scope of Services requirements. Attach additional pages if necessary. Tasks Description Rate I 2 3 4 $ 5 6 $ 7 8 9 10 Project Total Costs (add above lines) Page 18 PART III AGREEMENT & SCOPE OF SERVICES .olo� CITYorBREA Page 19 . v Page 19 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services This Professional Services Agreement ("Agreement") is dated {AgreementDate) for reference purposes and is executed by the City of Brea, a California municipal corporation ("City"), and (Contractor Name) a {Legal Status) ("Contractor"). RECITALS A. City desires to retain Contractor as an independent contractor to provide the following professional services: Citywide Scanning Services. B. Contractor represents that it is duly licensed, fully authorized by law, and has the necessary experience and qualifications, to provide such services. NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Scope of Services. Contractor shall perform the services referenced in the Recitals and more specifically described in the Scope of Services set forth in the attached Exhibit A, and as otherwise required by this Agreement, all to City's satisfaction (collectively, "Services"). 2. Compensation. A. City shall pay for the Services satisfactorily performed, in accordance with the Fee Schedule set forth in the attached Attachment 1 to Exhibit A. B. In no event shall the total amount paid for the Services exceed the all-inclusive sum of S {ContractAmount) ("Contract Amount"). This amount covers and is inclusive of all labor, materials, and any and all other costs incurred by Contractor in performing the Services. Contractor shall be deemed to have made all inquiries and site inspections deemed necessary by Contractor prior to execution of this Agreement. C. Unless the Fee Schedule calls for payment of a one-time flat fee, periodic payments for undisputed work shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Contractor's invoices shall indicate the amount of time spent on each task and the applicable rate. D. Unless the Fee Schedule calls for payment on a different schedule, Contractor shall invoice City on a monthly basis. 3. Contingency Work. The parties may agree on contingency work to be provided as part of the Services. A written amendment to this Agreement shall be executed for contingency work that increases the Contract Amount by more than (Contingency Percent) percent. The City Manager, or designee, is authorized to approve, in writing, contingency work that is below the foregoing limit. Page 20 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services Contractor's monthly invoice shall include a detailed description of any approved, contingency work. Any work performed by Contractor without a written amendment or approval of the City Manager, or designee, shall be deemed to be work included within the Services. 4. Term. The term of this Agreement shall commence on (TermStartDate) ("Effective Date"). Unless extended or earlier terminated as provided herein, this Agreement shall expire on (TermEndDate} or upon satisfactory completion of the Services, whichever occurs first. 5. Time of Performance. A. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established and agreed upon schedules and deadlines agreed upon in writing. Contractor shall commence performance within two business days of receiving City's written notice to proceed. B. Force Majeure. Neither party shall be considered in default of this Agreement for delays in performance caused by a force majeure event. As used in this Agreement, the term "force majeure event" means circumstances beyond the reasonable control of the non-performing party and includes the following: abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; or judicial restraint. Contractor's lack of financial capability, shall not constitute a force majeure event unless directly attributable to any of the foregoing events. C. Should a force majeure event occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 6. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to the Services, including costs incurred, shall be maintained by Contractor and made available for review by City at all reasonable times during the term of this Agreement and for four (4) years from the date of final payment by City. 7. Standard of Care. Contractor's Services shall be performed in accordance with the generally accepted professional standards of practice and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently performing similar services under similar conditions. Contractor shall maintain all professional licenses and certifications required to lawfully perform the Services. 8. Compliance with Law. Page 21 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services A. Contractor shall comply with all applicable laws including Cal/OSHA requirements. B. Contractor shall obtain a City of Brea business license. C. Contractor shall comply with all {AdditionalLegalRequirements). 9. Assignment and Subcontracting. A. Contractor shall not assign or transfer this Agreement or any rights or obligations under, or any interest in this Agreement, or subcontract any required performance hereunder, without the prior written consent of City, which may be withheld for any reason. City shall be deemed to have approved Contractor's utilization of subcontractors identified in Contractor's proposal for the Services. B. Any attempt to so assign, transfer, or subcontract without City's prior written consent shall be void and shall constitute grounds for City's termination of this Agreement. Authorized subcontracts shall contain a provision making the subcontractor subject to all requirements of this Agreement. C. If use of a subcontractor is approved, then City may withhold 5% of each monthly payment to Contractor. Such retention shall be released upon City's receipt of an unconditional release of all claims signed by any such subcontractor, as to work performed to date. 10. Independent Contractor. A. Contractor is retained as an independent contractor and is not an employee of City. No employee or agent of Contractor is or shall become an employee of City. B. Contractor will determine the means, methods, and details by which Contractor's personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. C. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City. Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of the Services. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform the Services. Contractor shall perform the Services off of City premises at locations of Contractor's choice, except as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product, or as may be necessary to inspect or visit City locations. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services. D. Contractor shall be responsible for and pay all wages, salaries, benefits and other Page 22 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services amounts due to Contractor's personnel in connection with the Services. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Contractor and its officers, employees, agents, and subcontractors shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") or any other retirement program, as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits or any other retirement benefits. 11. PERS Compliance. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform the Services, Contractor shall assure compliance with the Public Employees' Retirement Law (Government Code Section 20000 et seq.), the regulations of PERS, and the Public Employees' Pension Reform Act of 2013 (Government Code Section 7522 et seq.). Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 12. Insurance. Unless otherwise permitted or waived in writing by City's Risk Manager, Contractor shall not commence work until it has secured all insurance required under this section and provided evidence thereof that is acceptable to City. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. A. Commercial General Liability i. Contractor shall take out and maintain, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to City. ii. Coverage for Commercial General Liability insurance shall be at least as broad as the following: a. insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. iii. Commercial General Liability Insurance must include coverage for the following: Page 23 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services a. Bodily Injury and Property Damage b. Personal Injury/Advertising Injury C. Premises/Operations Liability d. Products/Completed Operations Liability e. Aggregate Limits that Apply per Project f Contractual Liability with respect to this Agreement g. Broad Form Property Damage h. Independent Contractors Coverage iv. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to this Agreement. V. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. vi. The general liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, only if approved by City's Risk Manager in writing, and further provided that such deductibles shall not apply to coverage of the additional insureds. B. Automobile Liability i. Contractor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, in a form and with insurance companies acceptable to City. ii. Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). iii. The policy shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds. iv. Subject to City's written approval, the automobile liability coverage may utilize deductibles or provide coverage excess of a self-insured retention, provided that such deductibles shall not apply to coverage of the additional insureds. C. Workers' Compensation/Employer's Liability Contractor certifies that Contractor is aware of the provisions of Labor Page 24 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services Code Section 3700 which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she/it will comply with such provisions before commencing work under this Agreement. ii. Contractor shall maintain full compensation insurance for its employees in accordance with the Workers' Compensation and Insurance Act (Labor Code Section 3200 et seq.) and Employer's Liability Coverage in amounts indicated herein. Contractor shall require all subcontractors to obtain and maintain workers' compensation coverage of the same type and limits as specified in this section. D. Professional Liability (Errors and Omissions) Contractor shall maintain professional liability or errors and omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to City and with the limits required herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy coverage form specifically designed to protect against acts, errors or omissions of Contractor in the performance of professional services. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. E. Cyber Liability If Cyber Liability is included in the Minimum Policy Limits Required below, then Contractor shall maintain cyber liability insurance providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of City Data (as defined below); (ii) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft including bank charges assessed; and (iv) violation of privacy rights due to a breach of City Data. F. Minimum Policy Limits Required i. A.M. Best's Rating Each policy of insurance required herein shall be from a company or companies having a current A.M. Best's rating of no less than A:VII and admitted and authorized to transact the business of insurance in the State of California. ii. The following insurance limits are required for this Agreement: Page 25 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services If M, then required Combined Single Limit MCommercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage MAutomobile Liability $2,000,000 per occurrence (any auto) for bodily injury and property damage MWorkers' Compensation In the amount required by California law ®Employer's Liability $1,000,000 per occurrence MProfessional Liability $2,000,000 per claim and aggregate (errors and omissions) I]Cyber Liability $2,000,000 per occurrence iii. Defense costs shall be payable in addition to the limits. iv. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement. G. Proof of Insurance Within five days of execution of this Agreement, but prior to commencement of the Services, Contractor shall file with City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. H. Policy Provisions Required i. Contractor shall provide City at least 30 days prior written notice of cancellation of any policy required by this Agreement, except that Contractor shall provide at least 10 days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, Contractor shall deliver renewal certificate(s) including the required additional insured endorsement to City at least 10 days prior to the effective date of cancellation or expiration. Page 26 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services ii. The Commercial General Liability Policy and Automobile Liability Policy shall each contain a provision stating that Contractor's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by City or any additional insureds shall not be called upon to contribute to any loss. iii. The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. If a "claims -made" professional liability policy is provided, it shall include an extended reporting period of not less than three years. iv. All required insurance coverages, except for the professional and cyber liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. V. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve Contractor from liability in excess of such coverage, nor shall it limit Contractor's indemnification obligations to City or preclude City from taking such other actions available to City under other provisions of this Agreement or law. I. Additional Insurance Provisions i. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of such insurance by City, are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to this Agreement, including the provisions concerning indemnification. ii. If at any time during the term of this Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may terminate this Agreement for cause. iii. City may require Contractor to provide for inspection by City, complete copies of all insurance policies in effect for the duration of the Agreement. iv. No City official, officer, employee, agent or volunteer shall be personally responsible for any liability arising under or by virtue of this Agreement. The insurance obligations under this Agreement shall be: (1) all the Page 27 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services insurance coverage and/or limits carried by or available to Contractor; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Subcontractor Insurance Requirements Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that it has secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors shall be endorsed to name City, its officials, officers, employees, agents, servants, designated volunteers and agents serving as independent contractors in the role of City officials as additional insureds, using ISO form CG 20 38 04 13 or an endorsement providing the same coverage. If requested by Contractor, City may approve different scopes or minimum limits of insurance for particular subcontractors. 13. Indemnification. A. Other than in the performance of professional services, and to the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by City), indemnify and hold City, its officials, officers, attorneys, agents, employees, servants, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees") free and harmless with respect to any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages, stop notices and/or injury of any kind, in law or equity, to property or persons, including bodily injury, wrongful death, personal injury and property damage, and destruction, or unauthorized access to, use, and/or theft of City Data (collectively, "Claims") in any manner and to the extent arising out of, pertaining to, or incidental to any act, error, omission, or willful misconduct of Contractor, its owners, officials, officers, employees, servants, subcontractors, consultants or agents (and/or any entity or individual for whom Contractor shall bear legal liability) in connection with the performance of the Services including the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses actually incurred in connection with such defense. Contractors obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, or by City or any of the other Indemnitees. Contractor shall have no liability hereunder for claims and liabilities arising out of the sole, active negligence of any of the Indemnitees. B. Professional Services. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the Indemnitees, from and against any and all Claims, whether actual, alleged or threatened, to the extent arising out of, pertaining to, or relating to, in whole or in part, the negligence, recklessness or willful misconduct of Contractor, and/or its officers, agents, servants, employees, subcontractors, contractors or their officers, agents, servants or employees (and/or any entity or individual for whom Contractor shall bear legal liability) in the performance of professional services under this Page 28 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services Agreement. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs, actually incurred in connection with such defense. C. Contractor's obligations under this Section shall survive the expiration or termination of this Agreement. 14. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California without regard for change of venue laws. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. Contractor must comply with the claim procedures set forth in the Government Claims act (Government Code Section 810 et seq.) prior to filing any lawsuit against City. 15. Termination. A. City may terminate any portion or all of the Services or this Agreement with or without cause by giving 10 days' written notice to Contractor. In such event, City shall be immediately given title to and possession of all Work Product (as defined) below and original field notes, drawings and specifications, written reports and all other documents produced or developed pursuant to this Agreement. Provided Contractor is not then in breach, City shall pay Contractor for any portion of the Services satisfactorily completed prior to termination. If termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by the parties. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation resulting from such termination. B. Contractor may terminate this Agreement only for cause and by serving written notice of termination to City, provided Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 16. Ownership of Work Product. A. All draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Contractor in the performance of this Agreement (collectively, "Work Product") shall be considered to be "works made for hire" for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or Page 29 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services dissemination by City upon final payment being made, provided that any such use shall be at City's sole risk. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Contractor agrees that the compensation set forth in Section 2 of this Agreement includes conveyance to City of ownership of all Work Product, including intellectual property rights, as provided in this Section 16. B. Contractor hereby assigns to City all rights of ownership to the Work Product, including any and all related intellectual property and proprietary rights, that are not otherwise vested in City pursuant to subsection A above. C. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment or Contractor's default, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and the other Indemnitees harmless from any and all losses, claims or liabilities in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products, ideas or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become non -infringing while remaining in compliance with the requirements of this Agreement. Contractor's obligations under this Section shall survive the expiration or termination of this Agreement. 17. Data Security. A. As used in this Agreement, "City Data' means any and all information and data provided or made accessible, directly or indirectly, to Contractor by City, or otherwise acquired from City, in connection with Contractor's performance of the Services. Except where subject to a third party's intellectual property rights, any and all City Data is solely owned by City. Contractor is granted a limited, non-exclusive, and revocable license to use City Data solely as necessary to perform the Services. At no time shall Contractor use City Data for its own purposes, or sell, disclose or disseminate City Data, except as required by law or to provide the Services. At all times herein, Contractor shall protect and mdintain the security of City Data using methods providing not less than the level of security Contractor uses for its own confidential data, and that otherwise comply with recognized industry data security standards applicable to similar kinds of governmental data and information. B. To the extent any City Data consists of personal information as defined in Page 30 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services Consumer Privacy Act (Civil Code Section 1798.100 et seq.). Contractor shall comply with that statute and with Civil Code Section 1798.80, et seq., including providing the required notifications in the event of any unauthorized access of personal information stored, maintained. accessed, used or transmitted by Contractor in connection %� ith this Agreement. Notwithstanding the foregoing. Contractor shall within 24 hours notify the City Representative by telephone and in writing of any unauthorized access of City Data. Thereafter. Contractor shall render any assistance to City and law enforcement as necessary to ascertain the nature and extent of such unauthorized access. C. Contractor shall not store City Data using cloud -based storage without City's prior, written consent. unless the use of such storage is clearly described in the Scope of Services. Where permitted herein. any and all cloud -based storage shall be on servers and other hardware located within the continental United States. and shall be in compliance with ISO/IEC 27001 - 27018, as applicable, unless otherwise agreed to in writing by the City Representative. 18. Party Representatives. A. Contractor hereby designates (ContractorRepName), or such person's designee. as Contractor's Representative for this Agreement, unless and until written notice of a new representative acceptable to City is provided to City. B. City hereby designates {CityRepName) or such person's designee, as the City Representative for this Agreement. C. The foregoing representatives shall be authorized to provide consent where required herein. and to make other administrative decisions that will be binding on their respective party. except as otherwise specifically required herein. 19. Notices. Any notices. invoices. or other documents related to this Agreement shall be deemed received on: (a) the day of delivery, if delivered by hand during the receiving party's regular business hours or by e-mail before or during the receiving party's regular business hours: (b) the business day after delivery, if delivered by e-mail after the receiving part's regular business hours; or (c) on the second business day following deposit in the United States mail. certified mail with return receipt requested and postage prepaid, to the addresses listed below. or to such other addresses as the parties may. from time to time, designate in writing. Citv Contractor City of Brea {ContractorFullName} 1 Civic Center Circle (ConPMStreetAddress) Brea, CA 92821 {ConPMcity), (ConPMstate) {ConPMzip) United States {ConPMCountrv) (CityPMName) (ConPMName) Page 31 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services (CityPMEmail) (ConPMEmail) (CityPMPhone) (ConPMPhone) 20. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Contractor. 21. Conflicts of Interest. A. Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect. financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Contractor certifies that no one who has or will have any financial interest under this .Agreement is an officer or employee of City. B. Contractor further covenants that, in the performance of this Agreement. no subcontractor or person having any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services shall be employed. Contractor has provided City with a list of all City -approved subcontractors and the key personnel for such subcontractors that are retained or to be retained by Contractor in connection with the performance of the Ser ices. to assist City in affirming compliance with this Section. C. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further. Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. If required, Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City Clerk as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to terminate this Agreement without liability. No director, official, officer or employee of City, during the term of his or her service with City. shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arisine therefrom. 22. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable. invalid or illegal. 23. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest. executors, administrators and assigns of the parties. 24. Non -Waiver. Page 32 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specified in writing, and any such waiver shall be limited to that set of circumstances and not to any future circumstances unless another written waiver is executed. 25. Time of Essence. Time is of the essence in each and every provision of this Agreement. 26. City's Right to Employ Other Contractors. City reserves its right to employ other contractors to provide the Services or similar services. 27. Exhibits. The attached (ExhibitsAttached) are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and any Exhibit, the provisions of this Agreement shall govern. In the event of any conflict or inconsistency between the provisions of this Scope of Services and Specifications Requirements and the Contractor's Proposal set forth in the attached Attachment I to Exhibit A, the provisions of the Scope of Services and Specifications Requirements shall govern. 28. Entire Agreement. This Agreement (including the attached Exhibits) represents the entire understanding of the parties as to the Services, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both parties. This is an integrated Agreement. [SIGNATURES ON FOLLOWING PAGE] Page 33 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services TO EXECUTE THIS AGREEMENT, the Parties have caused their authorized representatives to sign belov,. Digital Signatures are acceptable if they conform to all requirements of California Government Code Section 16.5. (Contractor Full Name) By: (ConSignerlName) {ConSignerlTitle) (ConSignerlEmail) Date Signed: CORPS: Chairperson. President. Vice President: LLCs: Manager By: (ConSigner2Name) (ConSigner2Tit1e) (ConSigner2Email) Date Signed: CORPS: `Secretary. .Asst. Secretary. Chief Finance Officer. Asst. Treasurer LLCs: Manager [Pursuant to California Corporations Code Section 313. both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.] [Pursuant to California Corporations Code Section 17703.01(d). both signature lines must be executed unless the articles of incorporation state that the firm is managed by only one manager.] City of Brea By {CitySignerName) (CitySignerTitle) (CitySignerEmail) Date Signed: Attest (if over $25.000) Bv: (AttestName) (AttestTitle) (AttestEmail) Date Signed: Page 34 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services EXHIBIT A Scope of Services and Specifications Requirements I. Introduction. The City of Brea ("City") is issuing this Request for Proposals ("RFP") from qualified and experienced scanning service companies to provide document imaging, indexing, and quality control services (collectively, "Services" sometimes herein). The City of Brea utilizes Laserfiche version 10.4 or higher as its electronic content management system (ECMS). The Laserfiche system also utilizes a cloud -based write -once -read -many (WORM) drive hosted by RestorVault. The City desires to contract for citywide document scanning services for scanning, indexing and, quality control of historical records. Through this RFP, the City seeks a contractor that can provide the highest quality service at the most affordable price to accomplish the full scope of work on a rolling basis. Proposals shall be reviewed and rated on the basis of qualifications, specific experience, references, familiarity with the City's needed services and pricing, and otherwise as set forth in this RFP. II. Background and Project Objectives. The City requires a contractor to perform the scanning, indexing and quality control services as to a significant number of physical records that vary in size and format. The City Clerk's Office will serve as the Project manager and oversee performance of the Services, while working with stakeholders in various Departments citywide during their respective phases of the Project. The selected contractor will scan, index and quality control records primarily from the Building and Safety Division, Planning Division, Housing and Economic Development Division, Engineering Division, Community Services Department, and Public Works Department. File types will include, but are not limited to: building permits, entitlement files, as -built plans, large format drawings and Project files. The Contractor will be required to perform not only scanning and indexing, but also a separate quality check of documents scanned to: 1) ensure legal compliance; 2) verify that all images are present and contain all significant details from the original document; and, 3) confirm that all images scanned are an adequate substitute for the original document for all purposes for which the document was created or maintained. Once it has been determined that the abovementioned processes have been satisfactorily completed, the City desires the files to be directly ingested into the City's Laserfiche ECMS. The City does not require the work to be completed on-site, but desires that the transportation (pick-up and drop-off) of the records be handled by the contractor for performance of the Services off-site. City staff will box all records in standard bankers' boxes for transportation. Page 35 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services The contractor may also be required to prepare documents for scanning, which may include the removal of any staples, fasteners, metal, plastic, twine, or glue binder, and preserve reasonable organization of said files after scanning. The objective of the citywide document imaging Project is to store documents electronically, making them searchable and easily accessible through the City's platforms, in tum, reducing physical storage needs. The physical storage of records has created challenges in part, due to the limited availability of viable storage options. The goal of the City's records management program is to take full advantage of the newly -implemented WORM media in relying on readily accessible digital files as opposed to cumbersome physical files, thereby paving the way for their proper destruction. III. Scope of Work. The City is seeking an experienced and qualified contractor to provide scanning services for a variety of documents. For each document type, the City will provide a template and folder structure within the Laserfiche repository. Each document type will have its own corresponding template with no more than four (4) required metadata fields. Staff will communicate required fields and naming conventions to the contractor prior to the start of work. Standards Any and all City documents in the possession of the contractor must be stored in a safe and secure location that is climate controlled. a. The City must have access to all documents outsourced for scanning upon request, with a hard copy or electronic file provided within 24 hours b. All scanning, indexing and Quality Assurance ("QA") must be performed in the State of California C. All images must be scanned at a minimum resolution of 300 dpi or higher, when necessary (i.e. color documents, large scale plans), to maintain the quality of the original image d. File output must be in TIFF format e. Duplex scanning of documents to capture both front and back of two-sided documents f Images must be oriented correctly for viewing g. Image Clean-up: the scanned document should be de -skewed and de -speckled, blank pages and black borders removed and background suppression where the image will be enhanced by such processes h. Manual image quality adjustment and QA of every image for clarity, quality, cutoffs or compression errors i. Documents must be indexed with up to four (4) fields. Indexing sources may include scan sheets, file folders, and/or image verification j. All scan dimensions must be the same size as the original document k. Images are to be provided on an archival quality DVD that cannot be altered or changed Page 36 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services OCR all content with guaranteed 99.5% accuracy on images. For items that cannot properly undergo OCR, the contractor shall suggest best practices for indexing such items. ii. Scanning Specifications a. All scanning, indexing, and quality checking must be performed in the State of California (no off -shore or out-of-state services). b. All scanning and indexing to be done in compliance with all applicable California State laws, and ANSI and ARM standards (which are incorporated herein by reference and made a part of the agreement). C. All compressed files must utilize CCITT Group IV compression. d. Resolution for scanning shall be at least 300 dpi (minimum) e. Color pages must be auto -detected. Default is black and white, only the pages that are in color are scanned in color. The contractor may not scan whole documents in color, unless the entire document is in color. f. VRS or like technology must be used on all images to improve the quality of the scan. g. Hard -to -read images (e.g., blue mimeograph ink, dot matrix printers) will be copied and re-scanned by the contractor at no charge so that the document is as usable as the original (see below.) h. Indexing of documents as specified for each records series. i. Any damage to documents, or other anomalies or difficulties, shall be promptly reported to the City. j. Images in response to any request made by the City will be provided via e-mail of the scanned image within one business day. The City requires this in order to meet the Public Records Act mandate of making records promptly available to requestors. k. Separate process from scan and index: Quality checking (by humans) is required of images to meet all legal standards including the following: a. "Images have been quality checked, and contain all significant details from the original and are an adequate substitute for the original document for all purposes for which the document was created or maintained." b. Quality checking (by humans) of indexing. C. All necessary corrections shall be made by the contractor in order to meet legal standards outlined in this document. iii. Estimated Quantities Document types for which the Services are required include, but are not limited to, microfiche, aperture cards, large format drawings and associated documents of various standard sizes, all of which must be rendered to a format that is compatible with the electronic record management software Laserfiche Client 10.4 or higher, utilized by the City as a trusted system for digitally archiving, indexing, and searching documents. An estimate of the total volume for each document type is provided below: Page 37 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services a. 16/35 mm Microfiche currently stored in envelopes — 30,000 microfiche b. 24X Microfiche currently stored in envelopes — 14,000 microfiche C. 35 mm Microfiche plans — 5 microfiche d. 35 mm Aperture card — 250 cards e. Letter size paper (color & black/white) — 1,500,000 sheets f. Letter size paper (advanced indexing/metadata and extra document prep) — 280,000 sheets g. Large format drawings (black & white) — 11,250 sheets h. Large format drawings (color) - 11,250 sheets The foregoing quantities are estimates only. The actual number of documents to be scanned may be more or less that such estimated amounts. Additional document formats not listed above may also be included. NOTE: THE CITY PROVIDES NO WARRANTY OF ANY KIND THAT THE FOREGOING QUANTITIES WILL BE THE ACTUAL QUANTITIES FOR WHICH THE SERVICES ARE REQUIRED. ACTUAL QUANTITIES MAY BE MORE OR LESS. iv. Delivery Specifications a. Contractor will provide receipts or other agreed-upon documentation as proof of pick-up, to be signed by the contractor staff and City staff. b. Delivered images will be ingested directly into the City's Laserfiche ECMS, including any indexing, metadata, OCR text and quality check markers. The documents shall require no post processing by the City. C. Images will also be delivered on another agreed upon source and method of delivery (i.e. DVD-rs, FTP site, hard drives, etc.). d. The original paper documents will be returned to the City in the same order and condition as received. Receipt of this transaction will also be required in the same manner of pick-up. e. Documents do not have to be re -stapled or fastened, but they must be placed back into folders in which they were originally found. All documents, sections, and folders must stay in the same sequence as they were received. f. Contractor will only pick up the next Project batch when the prior batch has been returned, while maintaining a rolling pick-up/drop-off schedule. g. Contractor and City staff will discuss and agree upon a mutually acceptable turnaround time from time of notification of pickup based on the file type. End of this Exhibit Page 38 PROFESSIONAL SERVICES AGREEMENT Citywide Document Scanning Services Attachment I to Exhibit A CONTRACTOR'S PROPOSAL AND FEE SCHEDULE (attached) Page 39 CITY„ fBREA 10/06/2023 RFP 2023.09.25.01 Citywide Document Scanning Services - Addendum 01 The following addendum is issued to reflect the following changes: 1. The timeline for this RFP is hereby extended and includes a non -mandatory pre -offer site walkthrough opportunity. As such, Part I (Solicitation Section) is amended as follows: Timelines. Release of Request for Proposals Pre -Offer Site Walkthrough (non -mandatory) Question Deadline Final Addendum Issued Proposal Due Date and Time Selection of Contractor' Finance Committee* City Council Award' Services Begins' ' tentative September 25, 2023 Wednesday, October 18 —11 a.m. Brea Civic & Cultural Center 1 Civic Center Circle, 31d Floor Brea, California 92821 October 27, 2023 by 4 p.m. local time November 3, 2023 November 9, 2023 by 4 p.m. local time November 17, 2023 November 28, 2023 December 5, 2023 December 15,2023 The non -mandatory Pre -Offer Site Walkthrough will begin at the Brea Civic & Cultural Center at 11 a.m. After touring the Brea Civic & Cultural Center, we will continue the walkthrough by visiting the Brea Public Works Yard, 545 Berry Street, Brea California, 92821. We will conclude the walkthrough at the Public Works Yard. Interested participants must register by contacting the City Clerk's Office at citvclerksaroupAcitvofbreamet no later than Tuesday. October 17 at 12 p.m. For questions regarding the Pre -Offer Site Walkthrough, please contact the City Clerk's Office directly at citvclerksoroupna citvofbrea.net. 2. The below required Pricing Proposal is added to this RFP and adds Sub -section iii, under I. Cost Section within the Proposal Submission Requirements in Part I (Solicitation Section). ill. Pricing Proposal. Each vendor must complete and submit the below Fee Proposal which includes all costs associated with the performance of the full Scope of Services. Fee Proposal should include: Page 1 .10010� CITYotBREA • Break down by a per image rate • Provide a table with estimates based on information outlined in this RFP • Fixed prices, including out-of-pocket expenses, for all costs associated within the scope of this proposal • Additional billable costs for non-specified tasks • Total fees and expenses for the entire scope of the project • Any area which proposers believe should be included in the scope of work in this proposal, but which is not stipulated in this RFP, and identifies the costs associated with the services rendered. Fee Proposal format as follows: Scanning Hem Description Per Image* Letter, legal and 11x17 sized pages Black and White $ Grayscale $ Color $ Large Format Drawings Black and White $ Grayscale $ Color $ 16/35 mm Microfiche (stored in envelopes) Black and White $ Grayscale $ Color $ 24X Microfiche (stored in envelopes) Black and White $ Grayscale $ Color $ 35 mm Microfiche plans Black and White $ Grayscale $ Color $ 35 mm Aperture cards Black and White $ Grayscale $ Color $ Page 2 CITYAREA `Per Image rate should include document preparation, scanning, quality assurance and metadata input. Other Nems Item Description Rate Pickup & Delivery Fee Pick up and return trip $ Laserfiche integration Integration of images and metadata into the Each upload $ Laserfiche repository Document Preparation Beyond standard preparation covered in the Per hour $ all-inclusive rate per image above (if any) Metadata Entryfindexing If additional indexing is requested on select Per hour $ document types Other (detail separately) $ Other (detail separately) $ Other (detail separately) $ There are no other changes, additions, or deletions by issuance of this addendum. Sincerely, Budget Manager Administrative Services Department Page 3 CITYofBREA 10/30/23 RFP 2023.09.26.01 Citywide Document Scanning Services - Addendum 02 The following addendum is issued to reflect the following changes: On page 6 of the RFP, the "Award, Reject, Rescind" language is revised as follows: Award, Reject, Rescind. As may be in City's best interest, City may accept and award a contract to any proposer; rescind any award; reject any or all proposals; and/or terminate this RFP process. The City also reserves the right to award acontract to perform a portion, or all of the services, to one or more proposers based upon the volume of services being requested. The project volume outlined in the Scope of Services may be separated by Department or other means in which the City determines fit. On page 6 of the RFP, the "Agreement" language is revised as follows: Agreement. If an agreement is awarded, City will do so after the successful proposer has satisfied all post - award requirements (insurance, bonding, etc.). The City's standard form of agreement is attached. Any requested changes to the contract will be considered as part of the evaluation/scoring process. The City reserves the right to enter into agreements with two or more proposers meeting all post -award requirements. There are no other changes, additions, or deletions by issuance of this addendum. Sincerely, Budget Manager Administrative Services Department Page 1 CITTvBREA 11101123 RFP 2023.09.25.01 Citywide Document Scanning Services - Addendum 03 The following addendum is issued to reflect responses to questions received regarding this solicitation: Cl: For the contract in Part III, does the City of Brea want this submitted as part of the proposal, or is this an example of the services contract to be agreed upon after the award of the RFP? The Agreement in Part III is provided as an example of the Professional Services Agreement to be agreed upon at the award of the RFP. 02: Does the City have a current vendor in place performing this work? The City does not have a current vendor in place performing this work. Q3: If a current vendor exists, please provide a copy of the vendor's contract. The City does not have a current vendor in place performing this work. 04: If a current vendor contract exists, what is the average spend per year? The City does not have a current vendor in place performing this work 45: Will the City provide a manifest of documents requiring digitization? If yes is it available in electronic format? The City will provide a manifest of the files and boxes with each pickup. Q6: Per the RFP, there will be four fields to be captured. Please provide the fields by document type. On Page 36, under Section III Scope of Services, it outlines that documents must be indexed with "up to four (4) fields" of metadata. At this time, the City does not have a list of each document type with corresponding fields that would need to be captured. An example of a type of document that would have to be digitized are building permits. For building permits, the City would request the following fields of metadata: Permit Number, Street Number, Street Name. For this example, we will only utilize three (3) fields. As indicated, we are requesting pricing include "up to four (4) fields' of metadata, but we may have less, depending on the document type. Q7: Does the City have a data file that can be used for auto -population and validation? The City does not have any such data file. Page 1 CITY„fBREA Q8: Please further describe the "advanced indexing/metadata" requirements forth 280,000 paper sheets. On page 38, under subsection iii Estimated Quantities, the reference to "advanced indexing/metadata" refers to estimate for documents that may potentially have additional fields of metadata beyond the four (4) fields. Q9: Please further describe the "extra document prep" requirements for the 280,000 paper sheets. On page 38, under subsection iii Estimated Quantities, it references that the City may have roughly 280,000 individual pages that are maintained in a manner which may require extra document preparation prior to scanning. These sheets are documents that may include records on carbon copy paper, that are stored in envelopes that will need to be removed, unfolded, and have staples removed prior to scanning. Q10: What are the dimensions of the large format drawings? Large format drawings are 24'x36" and 30'X42". Q11: Are large format documents mixed/comingled in folders with regular sized pages? Some files may have large format documents mixed in with regular sized pages. Q12: What is the average number of pages per document? Due to the variety of documents that we will have scanned, the City does not have an average number of pages per document available at this time. Q13: What percentage of documents are double sided? Due to the variety of documents that the City will have scanned, the City does not have an estimate on how many will be double sided. Q14: Specific to microfiche: What is the average number of frames per microfiche? The frames can range anywhere from 1-55 frames per film. We do not have an exact average at this time What is the reduction ratio? The reduction ratio may vary and is unknown. • What % of microfiche will be provided on Original (Silver) film? The percentage of microfiche on Silver film is unknown at this time. • What % of microfiche will be provided on Duplicate (Diazo) film? The percentage of microfiche on Diazo film is unknown at this time. Page 2 CITY„fBREA What type of information is contained in the eye -readable microfiche title? Each slide title varies, but may contain the street number and name or tract number. How old is the microfiche? The exact age of the slides themselves is unknown, however there are frames contained on the microfiche dating back to the late 1950's. What is the physical condition of a typical microfiche? The precise physical condition of a typical microfiche is unknown; however, it has been determined that some have begun to darken due to age. Q15: Will the City consider issuing a pricing table to ensure consistency across bidders? Addendum No. 1 was issued on October 6, 2023 and includes a fee proposal format. Please refer to Addendum No. 1. Q16: What start date (tentatively 1211/2023), end date, or term in months does the City prefer/expect? Addendum No. 1 updated the timeline, including the tentative project start date, which has shifted to December 15, 2023. The City will work with the selected vendor(s) to establish a timeline to complete the full scope of work. The City is proposing that the overall scope of work is executed as part of a phased approach, prioritizing higher -priority documents. The City Council has budgeted funds for Fiscal Years 2023-24 and 2024-25 to address this project. Q17: If large format drawings are mixed with regular sized drawings, would it be acceptable to place these drawings, along with a separator sheet indicating the document it belongs to, in the original box without recombining with the original folder that it was taken from? Yes, these files are to be returned together in the same box with their original files, however large format drawings do not need to be re-inserted into the same files that they were separated from. Q18: Quality checking (by humans) of image and indexed data to be an "adequate substitute for the original document” sounds like a page -by -page comparison QC process, please confirm this is the desired method. Document digitization is a singular element to the City's overall records management plan. One of the goals of the plan is to be able to destroy originals that have not yet met their retention, or are permanent, given all legal standards have been met in order to do so. A legally compliant quality control process is one of these standard. With that being said, we are looking for vendor(s) that will be able to complete the scope of work, including the quality control process, to all legal standards so that we may ultimately rely on the digital images and metadata in our trusted system (Laserfiche) as the City's original record. Page 3 CITYofBREA Q19: Is this the first time the City is requesting these services? If not could a copy of the current agreement be provided? Yes, this is the first time the City is requesting these services. There is no current agreement in place. Q20: Can we bid only on the paper documents? The City is seeking contractor(s) to provide the full scope of services as outlined in Pages 35 — 38 of the Request for Proposals. The document formats may include letter, legal and 11 x17 sized pages, large format drawings, aperture cards and various sized microfiche. Q21: Any re -prepping needed? On page 38, subsection iv(e), 'Documents do not have to be re -stapled or fastened, but they must be placed back into folders in which they were originally found. All documents, sections, and folders must stay in the same sequence as they were received." Q22: Is there a timeline to finish the entire project by? The City will work with the selected vendor(s) to establish a timeline to complete the full scope of work. The City is proposing that the overall scope of work is executed as part of a phased approach, prioritizing certain documents over others. The City Council has budgeted funds for Fiscal Years 2023-24 and 2024-25 to address this project. Q23: For indexing purposes, can the City provide a database to assist in data entry production? An example would be a database from the permit system listing all the permit numbers and the corresponding addresses, APNs, etc. The City does not have any such database for paper files. Q24: Does the City want all the files picked up at once, or a scheduled pickup/delivery such as once per month, etc.? The City intends to produce files on a schedule that will be determined with the selected vendor(s). Q25: Regarding the pickup of files, will the City provide manifest of documents to be picked up? The City will provide a manifest of the files and boxes with each pickup. Q26: If the City has a current scanning vendor, what are the current service rates? The City does not currently have a scanning vendor. Page 4 CITY,fBREA Q27: Can the City provide all necessary Laserfiche templates of each different document type? The City will provide all necessary Laserfiche templates and required fields for each document type. Q28: Due to receiving notice of this RFP late, the walk through was missed. Would the City of Brea be open to scheduling a walk through past the initial date? The pre -offer walkthrough on Wednesday, October 18, 2023 was not mandatory. Any proposers unable to attend the walkthrough may submit a proposal by the due date and time stated in the RFP. Q29: Can the City of Brea extend this RFP 2 weeks? At this time, the City will not extend the proposal due date and time. There are no other changes, additions, or deletions by issuance of this addendum. Sincerely, Budget Manager Administrative Services Department Page 5 Attachment C City of Brea Staff Report Dated January 9, 2024 City of Brea Finance Committee Communication Professional Services Agreements for As -Needed Citywide Document Scanning Services Meeting Agenda Group Tuesday, January 9, 2024, 8:30 AM DISCUSSION Item: 3C TO FROM Finance Committee Members Bill Gallardo, City Manager RECOMMENDATION 1. Approve Professional Services Agreements between the City of Brea and Complete Paperless Solutions and Raycom Data Technologies for as -needed Citywide Document Scanning Services in the amount not -to -exceed $300,000 per agreement, plus up to a 10% contingency; and 2. Authorize the City Manager to approve contingency work for required changes within the above not -to -exceed total. BACKGROUND/DISCUSSION Records Management is an integral part of the operation of the City. In order to preserve the City's records, the City has identified a need for document scanning to alleviate the backlog of physical records stored throughout the Brea Civic & Cultural Center. The volume of hard -copy records currently stored by the City is reaching capacity in various storage areas, and some do not have the proper storage conditions needed to maintain files. Additionally, certain files that exist on microfiche are slowly deteriorating, and as a result, the City is at an increased risk of losing the images they contain unless the microfiche is digitized. By scanning these historically -backlogged physical documents into the City's electronic content management system, City staff will be able to uphold the City's values of transparency and accessibility, all while maintaining the City's archive of records for decades to come. Several factors impede the process of being able to complete the digitization and indexing of records on-site. Current staffing levels do not support the time commitment needed to image, index and quality control the voluminous amount of files. Additionally, thousands of files of historical permanent building permits and plans exist on deteriorating microfiche that must be handled with care and professional training in order to maintain the integrity of the original image captured on the media. The City also does not have the equipment necessary to scan microfiche as well and large-scale building and engineering plans that contain important information. In September 2023, City staff issued a Request for Proposals (RFP) for professional services to perform the full scope of work outlined for citywide document scanning. The RFP was released on September 25, 2023 via Public Purchase and the public notice was posted on the purchasing page of the City's website. A total of 23 vendors accessed the RFP through the Public Purchase portal, and on November 9, 2023, five (5) proposals were received from the following vendors which are prioritized upon best value: 1. Complete Paperless Solutions 2. Raycom 3. MetaSource. LLC 4. The Scanning Company 5. MRC Smart Technology Solutions Due to the nature of the project, there were many variables to consider in the evaluation process, including volume, metadata entry, document ingestion into the City's Electronic Content Management System, pick-up/delivery of files, and other document prep/specifications. With this in mind, the proposals were thoroughly reviewed and evaluated based on the following criteria: responsiveness of the proposal; the ability to meet the City's timelines and acceptance of the City's standard form of agreement; contractor's qualifications and prior experience; technical approach to complete the project; value and economy to City of the proposed project approach; and pricing. Based on the results of the RFP and the total volume of services being requested, it is in the City's best interest to award multiple contracts to complete the full scope of work in an effort to maximize efficiency. This approach provides flexibility and control to distribute the work in a cost effective manner. Staff is recommending that the City approve a Professional Service Agreement (PSA) with Complete Paperless Solutions ("CPS") and Raycom Data Technologies ("Raycom"). Both CPS and Raycom have extensive experience in working with local and County agencies, and have successfully completed similar projects. Due to each vendor's familiarity with specific needs for document types and formats, competitive pricing, and approach to work, staff believes CPS and Raycom will be the best fit to complete this project. The City Clerk's Office, along with a team of stakeholders citywide, have determined that records primarily from the Building and Safety Division, Planning Division, Housing and Economic Development Division, Engineering Division, Community Services Department, Public Warks Department and Fre Department will be scanned and digitized as part of the outlined Scope of Work. Staff is recommending the City enter into PSAs in the amount not to exceed $300,000 per agreement, plus up to a 10% contingency, to provlde as -needed citywide document scanning services. Initiation of each phase of work and notices to proceed will be authorized by the City Clerk's Office, as the project manager. SUMMARY/FISCAL IMPACT Funding for the project was appropriated as part of the FY 2023-25 biennial Operating Budget and is funded from the City's General Fund (110). Staff has also identified funds available for the project within the City's Capital Improvement Fund (510) for GIS Record Document Conversion. At this time, staff is recommending awarding both agreements for as -needed services in the amount not to exceed $300,000, plus up to a 30% contingency, in order to provide flexibility to allocate the project work between departments as staff sees fit, while staying within the allocated project budget. No additional appropriation is needed at this time. RESPECTFULLY SUBMITTED William Gallardo, city Manager Prepared by: Victoria Popescu, Deputy City Clerk Concurrence: Lillian Harris -Neal, City Clerk Attachments Attachment A - Citywide Document Scanning Services RFP & Addenda.pdf Attachment B - PSA (Complete Paperless Solutions)•pdf Attachment C - PSA (Raycom).pdf Attachment D Draft Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT DOCUMENT SCANNING SERVICES COMPLETE PAPERLESS SOLUTIONS, LLC (CPS) PARTIES AND DATE. This Agreement is made and entered into this this 14th day of May, 2024 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Complete Paperless Solutions, LLC (CPS), a limited liability company with its principal place of business at 5130 E. La Palma Avenue, Suite 206, Anaheim, CA 92807 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Contractor is a qualified scanning service firm to provide document imaging, indexing, and quality control services. Documents may also include maps, drawings, and all other media types available for storing information. 2.2 Project. City desires to engage Contractor to render professional on and offsite document scanning services for the Building and Safety Division, Finance Department, and Human Resources Division ("Services") as set forth in this Agreement. Complete Paperless Solutions, LLC Page 2 of 23 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services necessary to fully and adequately supply the professional planning and environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a six-month period from the effective date shown above, with a six-month extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Contractor shall perform the Services expeditiously, within the term of this Agreement. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Complete Paperless Solutions, LLC Page 3 of 23 Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative: Contractor hereby designates Claude Schott, or his/her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Contractor agrees to work closely with City staff on the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor represents that all employees and subcontractors shall have sufficient skill and experience to perform the L Complete Paperless Solutions, LLC Page 4 of 23 Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to provide its Services, including a City business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Contractor shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all CaVOSHA requirements, and shall give all notices required of it by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not Complete Paperless Solutions, LLC Page 5 of 23 exceed One Hundred Forty -Five Thousand, Six Hundred Sixty -Two Dollars ($145,662.00) and in accordance with Contractor's proposal dated March 25, 2024. Contractor's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Contractor. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Complete Paperless Solutions, LLC Page 6 of 23 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been performed prior to termination and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, and after receipt of payment noted above, City may require Contractor to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONTRACTOR: Complete Paperless Solutions, LLC 5130 E. La Palma Avenue, Suite 206 Anaheim, CA 92807 Attn: Claude Schott Email: cschott@cps247.com Complete Paperless Solutions, LLC Page 7 of 23 MW City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Valenzuela, Deputy Director of Community Development Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry, nor anything required to be disclosed by operation of law, shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, Complete Paperless Solutions, LLC Page 8 of 23 newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties') from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Contractor, its officers, agents, employees or subcontractors (or any agency or individual that Contractor shall bear the legal liability thereof) in the performance of services under this agreement. Contractor's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Contractor shall defend the Agency at Contractor's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Contractor's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Contractor and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Contractor will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. Complete Paperless Solutions, LLC Page 9 of 23 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. However, neither Party will be liable or responsible for delays to the extent due to matters beyond the reasonable control of such Party. 3.5.10 City's Right to Employ Other Contractors: City reserves right to employ other contractors in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. Complete Paperless Solutions, LLC Page 10 of 23 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. Complete Paperless Solutions, LLC Page 11 of 23 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] Complete Paperless Solutions, LLC Page 12 of 23 CITY OF ROSEMEAD Ben Kim, City Manager Date Attest: Ericka Hernandez, City Clerk Date Approved as to Form: COMPLETE PAPERLESS SOLUTIONS, LLC 0 Name: Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] A Name: Rachel Richman Date City Attorney Title: Complete Paperless Solutions, LLC Page 13 of 23 EXHIBIT A CONTRACTOR'S PROPOSAL AND FEE SCHEDULE tt� i COSE EAD lad Ir ' 11 n,i ni "a Scanning Services Proposal BY: Complete Paperless Solutions (CPS) 3/13/2024 laserficFe n.m.. r.m.� ScLuvon Alar_s cvnnv• tncr auaIc Laserf iche Complete Paperless Solutions, LLC Page 14 of 23 CPS P 5130 E. m Palma Avenue, Suite 206 Anaheim, CA 92807 tel866-661-2425 fsK 714-716-8213 www cps247 own DESCRIPTION AND APPROACH CPS understands :ere imporame of selerting a quality firm to manage and cmi the Process of samwhg ,,;,i records whKh may mduoe maps, drawngs, and a8 other meld types "able for rtorhyl yrtpm,don. Wish CPS p,Mg the experts at ldsernCM o twitint Management. many rn l ipaliUGs arta government organ2ZOM have SumM M to to handle their doctment scar ri needs as U" HVt Tied t0 make it trywith other vendors who could rot perform, to me expectations. We uWerzcard Vie aaennM expected by nowicipalmes w produce quality images, on demand, 10D% open communiado , and malong snle every step of the project is gang exactly as planned. E.eryming mentioned in the Scope of Work a within the capalWides of CPS along with the power of krowire You have the 41 Laserfiche Provider handling Vols job and there will not be any confusdon M argesowr/upload into LaSerfiche. Scanning Conversion Services Process Secire Oottmhent Cawersion Facility- Enabled with MN the highest security and technoogy available, you tan be aswred yWl dam will be safe and settle trom the moment your data leaves tow kXaton. writ we safely return Voir data after the job has been compMed. Recard Transfer Preparation - An bons will have a Tamper Secuity Seal to ensue privacy immediately igon pickup. Aa boxes will be i,,e cr dl by folder and series within each boa, provide a barcode label, and finalce the box count prior to departing. Document Control and Manifest Creation - We use a specialized appliar di to not only Tad an records, lad we have a very stringent methodology POKEY we adhere to internally as well making wre an procedures arc foRci every step of the way. Trading reports are gtnerated to kKktle as of the information pertaming to the pt. Them of mmperproof seals provides an extra layer of security to keep your data safe. Sectre Record Transfer Service - All pickups and dekverles"be performed by at least 2 staff which hire gone through a badponrh0 t hed as weft. In order to beep the chain of omody. delivery and pimp Page 2 of 5 CPS I Complete Paperless Solutions, LLC Page 15 of 23 sr inn s wRl rot make arty ema stops wlWe transit win a dents oat d arty ssue arises n tnm%wt, a secondary team is on stan(Dy to asst right away. Storage Center when Receiving- Out procedure is to have all bpm coming in To be counted and verified 2 tines. Utilizing oarcodes and our 2 -person process ensures quality as soon as Client data armies. Arty damage or discrepancies; will be reported mmedwely and addressed nnnedately. Chun of Custody Verification - Once the data Is received, anomer check is done on all seals of the Doses. OnceS witty XalSamrernoved,wevenlycahentsagam. Rat any timearry security issues happent0 arise, cents win be noured immediately. Audit Tracking & Quality Control Reporting- Every employee s mandated to met all quality control. morrorng, and progress into our tracki+g rysem. Reporting is constantly being done to ensure job s on VaCk. Document Prepa ation - Scanning sample bones are an effective way to fine our tarsen details of the specl'sc jos. These samples wdl oete^rme The mos accurate and efficient method t0 prepare the folder to be scanned. AR staff mil be trained in pb specifics and details and are assigned ane single mite at a time. hems prepared prior to scanning Including removing paperdips/slades. unfoldm& utg'gxug copier technology to maximize scan quality, combine small docurenerr[s and attached Images, and anything ,,e are not l00%eear irk we wig peace m time sde and address with the diem to ensure accuay. d required, we arc able to reassemble all dau jrst as we picked n up with the exclusion of saples and paper cps. Quality Assurance Document Preparation Verification - Our data sleets are updated in real time and R any problem s found, the document s sent back for reprocessing. The track ng report is updated once again, and the corrected data meas on to the next stage. scanning Nigh Resolution Dig" Imaging- Only the best technology avm6able is used to provide the best outcome of a qua" Image. Sonning su f ming be monnorTg each image to ensure mage s scanned correctly and no pages are dorOkfed. The ud¢auon of aofu VRS Software allows for additional cleaning to be done such as de -speckle. de -stew, image rotation, background suppression, edge enhancement, gray tone fftetng, blank page removal. and much mom, if We De. Quality Assurance Image Qualify -One of the most imporcam pa 6 of ms process is having a human bealg review daumerds for accuracy and not solely ray pit software and teChr,04M. Image quality is checked a multiple eves to ensure as rnges are acceptabk and do not need to l e reprocessed. Indexing Verification -Staff are trained to manually index me mage s a tme per Dox to ensue accuracy every step of the way. Protocols and ad6tienal software s in pace to make sure ndaing errors do not occur such as misspelling or double keying entnes- cps I ..-v- Complete Paperless Solutions, LLC Page 16 of 23 Quality Assurance Indexing - Taking this process to the next level, we will compare the indexed data with the re -keyed data. H any mrsim h, arc found, chary are sent back and reproce d until C is tnacched. Data validation is perfom+ed utNcalg character mix, dam ranges, quentny ranges, including database lookups as well. Ade Transfer and Upload - Ona Oocunents am ready for transfer/upload. data will x transferred to a file server with your encrypted deb. From there intent access b avakable via VPN to m" your dab m view "ages and indexes, along with tKip able to start internal quality control as well. it encrypted hard dine is prefe-md, this exists as an ahernavve as well. Return and Delivery of Completed fob - Once all fila have been reviewed and cleared for approval, data will be repacked, and setumy kabob placed once apat Delivery procedures are followed exardy, how our pct -up procedure is. which rs listed above wish the focus on reliability and security. .ct4 If ins Complete Paperless Solutions, LLC Page 17 of 23 COSTPROPOSAL Besed an owusUneted valunl5 de:ennineo, Delmer rs a est of me prang we are able to cfter. Document Scanning Depermlent/Tesk Volume Price per TOW writ FINANCE - OtISITE 220,000 50.152 $33A50.00 Fester size 0x11 -88W -id. iMeune Nt- ON$tTE 710.000 50250 527,950A0 400.000 0-03 Letter sue 8x11- B&W -uei. indexing ESTIMATED TOTAL 5126,920.00 Community Desebpmem- OFFSITE Letter sue up 11x17-B4.W -Ind. indexinLarge g 4DD,000 50.055 522,000.00 farmer-BBW-incl indexing 97,00(1 $O.66 531Az0.00 Ne aeon and Indexing for Permits "senc�he Ingestion: 5450.00 Per upload into the repository. Pick up and delivery: 5100.00 per trip. No boxes and boxing provided. No manifest provided. Pricing is for me 3 departments - all or nothing deal. e5�15 cps 400.000 0-03 SIz.ODD.W ESTIMATED TOTAL 5126,920.00 Complete Paperless Solutions, LLC Page 1 B of 23 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. if Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a„ pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is Complete Paperless Solutions, LLC Page 19 of 23 determined, not requiring actual payment by the insured first. There shall be no cross - liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the contractor and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Acceptable insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (orhigher) and Financial Size Category Class Vll (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer's endorsement). Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement Complete Paperless Solutions, LLC Page 20 of 23 relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period} that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers' Compensation) required to be provided by Contractor or any subcontractor, is intended to Complete Paperless Solutions, LLC Page 21 of 23 apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type Complete Paperless Solutions, LLC Page 22 of 23 pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Complete Paperless Solutions, LLC Page 23 of 23 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Attachment C Complete Paperless Solutions, LLC Agreement dated May 14, 2024 PROFESSIONAL SERVICES AGREEMENT DOCUMENT SCANNING SERVICES COMPLETE PAPERLESS SOLUTIONS, LLC (CPS) 1. PARTIES AND DATE. This Agreement is made and entered into this this 14' day of May, 2024 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Complete Paperless Solutions, LLC (CPS), a limited liability company with its principal place of business at 5130 E. La Palma Avenue, Suite 206, Anaheim, CA 92807 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party' and collectively as "Parties." 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Contractor is a qualified scanning service firm to provide document imaging, indexing, and quality control services. Documents may also include maps, drawings, and all other media types available for storing information. 2.2 Project. City desires to engage Contractor to render professional on and offsite document scanning services for the Building and Safety Division, Finance Department, and Human Resources Division ("Services") as set forth in this Agreement. Complete Paperless Solutions, LLC Page 2 of 23 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services necessary to fully and adequately supply the professional planning and environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a six-month period from the effective date shown above, with a six-month extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Contractor shall perform the Services expeditiously, within the term of this Agreement. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Complete Paperless Solutions, LLC Page 3 of 23 Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Contractor shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Contractor's Representative: Contractor hereby designates Claude Schott, or his/her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Contractor agrees to work closely with City staff on the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor represents that all employees and subcontractors shall have sufficient skill and experience to perform the Complete Paperless Solutions, LLC Page 4 of 23 Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to provide its Services, including a City business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Contractor shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required of it by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not Complete Paperless Solutions, LLC Page 5 of 23 exceed One Hundred Forty -Five Thousand, Six Hundred Sixty -Two Dollars ($145,662.00) and in accordance with Contractor's proposal dated March 25, 2024. Contractor's proposal is hereby incorporated and found in Exhibit "A". Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Contractor is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Contractor. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnity and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Complete Paperless Solutions, LLC Page 6 of 23 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been performed prior to termination and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, and after receipt of payment noted above, City may require Contractor to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONTRACTOR: Complete Paperless Solutions, LLC 5130 E. La Palma Avenue, Suite 206 Anaheim, CA 92807 Attn: Claude Schott Email: cschott@cps247.com Complete Paperless Solutions, LLC Page 7 of 23 CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Valenzuela, Deputy Director of Community Development Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry, nor anything required to be disclosed by operation of law, shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, Complete Paperless Solutions, LLC Page 8 of 23 newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties') from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Contractor, its officers, agents, employees or subcontractors (or any agency or individual that Contractor shall bear the legal liability thereof) in the performance of services under this agreement. Contractor's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a parry to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Contractor shall defend the Agency at Contractor's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Contractor's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Contractor and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Contractor will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. Complete Paperless Solutions, LLC Page 9 of 23 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. However, neither Party will be liable or responsible for delays to the extent due to matters beyond the reasonable control of such Party. 3.5.10 City's Right to Employ Other Contractors: City reserves right to employ other contractors in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. Complete Paperless Solutions, LLC Page 10 of 23 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. Complete Paperless Solutions, LLC Page 11 of 23 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] Complete Paperless Solutions, LLC Page 12 of 23 CITY OF ROSEMEAD I►� Attest: Ericka Hernandez, City Clerk Approved as to Form: Rachel Richman City Attorney COMPLETE PAPERLESS SOLUTIONS, LLC By: Date at# Name: Claude Schott Title: CFO [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] In -5AII-2T Name: Date Title: Complete Paperless Solutions, LLC Page 13 of 23 EXHIBIT A CONTRACTOR'S PROPOSAL AND FEE SCHEDULE 1(hr�i0 'A OSE EAD L nl��'. mal I.nv: \m:•r,.� Scanning Services Proposal wAhh*hh. BY: Complete Paperless Solutions (CPS( 3/25/2024 Laserfiche nr —Pnsr., Selutmn Zge Pmrl0ar Awards Laser f iche Complete Paperless Solutions, LLC Page 14 of 23 CPS PaPerkss jrJ 5130 E. la Palma Avenue, Sude 2D6 Anahekn, CA 92807 tel' 866-661-2125 yc 714736-8215 wwwy Cont w a7 DESCRIPTION AND APPROACH CPS uncerstanostne importance of selecting a quarry Stn m manage and execute me process of scanning histone records which may include maps, drawargs, and all other meds, types avadeble for stomp information. With CPS being the experts in Iaserfrche Docurnem Management, many municipalities and government organizational have fumed m us to handle their document seining needs as they have tried w make it by with other vendors who co Ad not perform to the eacpeRatWrs. We urderAand the attention "petted by mhnitpalmes to produce quality images, an demand, 100% open communkation and making sve every step of the project is goirg exacta as planned. C-serythuq mentioned in the Scope of Work a within the opebdaies of CPS a" with ted power of knovang you have the 81 laserfic he Provider hsrtl4h( your job and there will not be any confusion m ingestion/upload rto lnsencche. Scanning Conversion Services Process Secure Document Conversion Facility— Enabled won only the nignest security and mcnnology available. you can be assured your data will be safe and secure hom the moment your data leaves your kxatwn, until we safe -v retum you data ager the job has been completed. Record Transfer Preparston— AN boas wed have a Tamper Security Sea to ensure privacy inmebsiefy upon pckup. All boxes will be invemoned by folder and sews within each bM provide a barcode label, and finalize the box count prior to depamng. Dammer[ Control and Manifest Creation — We use a specialized applKehon to not ordy track an records, but we hm a very stmgnt metimodooey policy we adhere to internally as well making sure all procedwes are followed very step or t+e way. Tracking reports we generated to include a8 of the anormatm penaming to the job. The use of tamperproof seats provides an extra layer of security to keep your data safe Secure Record Tranifa Service — Ali pKWps aro delfeanes will be performed by a least 2 staff which have gone through a background check as we& In order to keep the chain of wstody. delivery and pickup CPS - Complete Paperless Solutions, LLC Page 15 of 23 scenarios will rot make any extra rops while transit won a dient's data d any Issue arises in transport, a secondary team is m standby W asset right away. Storage Center when Receiving -Our procedu , a to have all boxes coming In to be counted andrerdiied 2 times. Utilizing parcodes and our 2 -person process ereures quality, u soon as client data arrives. Any damage or d5crepanoes Will be reported immediately and addressed immediately. Chain of Custody Verification - Once the data is received, another check is done on all seats of the burrs. Once RrYnty Rats arc removed, we Verify conimts again. If at any me any sKunty Mue,5 happen to arise, Viertts will be notified immediately. Audit Tracking & Quality Control Reporting- Every employee is mandated to enter al: quality control, monitoring, and progress ,i, our tracking system. Reporting is constantly being done to ensure job is on track Document preparation - Scanning sample bores are an effective way W find out « rtein details of the specific job. These samples will detmnne tare most aanrate and of scent method to prepare the folder to be sa ned. All staff will be named in lob specifics and details and are assigned one single box at a time. Items prepared prior to scanning including removing paperclips/staples. Wolon& utiz¢mg copier technology to maximize scan qua [My, combine snap documents and attached Images, and anything we are rot 1009: dear on, we will place on the side and address with One client to ensure accuracy. M required, we are able to reassemble all data just as we picked it up with the exclusion of staples and paper cups_ Quality Assurance Document Preparation Verification- Our data shetts arc updated in real time and if any problem a found, the document a sent back for reprocessing. The tracking report H updated once again, and the corrected data moves on to the next stage. Scanning High Resolution Digital Imaging - Only the best technology asagable Is used to provide one best outcome of a quality image. Scanning staff will be monitoring each image to ensure mage is scanned correctly and no pages are do ubk fed. The utilization of Kofax VRS Software allows for additional cleaning to be done nscl as de -speckle, cit -dim. mage rotation, background suppression, edge enhance rim, gray tone flherng, blank page removal, and much more H need be. Quality Assurance Image Quality- One Of the most important parts of this process is hawing a human being review documents foc accuracy and not solely rely on software and technology. Image quality is checked at multiple keels to ensure all mages are acceptable and do not need to be reprocessed. Indexing Verification -Staff are trained to manua�ty index one mage at a time per box to ensure accuracy every step of the way. Protocols and additional software is in place to make sure indexing ercors do rot occur stxh as misspelling Or double keying entries. Cps Complete Paperless Solutions, LLC Page 16 of 23 Quality Assurance Indexing—Taking Mrs process to the ne[t level, we "I compare the inched data wah the re -keyed data. if any netnatCies we found, dney are sent back and reprocessed until R is marched. Data validatwn ,s performed utilamg chw fas ni; date ranges, quantity ranges, including database lookups as well. File Transftt and Upload — Once doeuments are red* for tmrMer/.elood, data wdl be transferred to a fie server wan Voir enclpteci data. from Mere instant access is available via VPN to search your data to vew mages and indexes, along with being able to start internal quality control as wek. H encrypted hard drive is preferred, this exists as an ihematwe as well. Return and Delivery Of Competed lob —Once all files have been reviewed antl cleared for approval, data will be repacked, and secunty labels placed once Maim Delivery procedures are followed exactly how our qct -up procedure a, which is listed above wnh the focus on relabday and security. Page a of CPS I _ Complete Paperless Solutions, LLC Page 17 of 23 COSTPROPOSAL Based on our estmattd vohanes deiefmnM, below is a list of the wa a v'e are able to offer. Document Scanning DeputmentfTesk Voltene price per Tout unit RNANIX-ONSM 220A00 50.152 $33.450.00 Letter ske &all —B&W -kKL w4e*q SR -ONSRE 110,000 $0.256 $27,450A0 Letter size Porn —B&W loadeldnig Corm unity Development-ORSITE Lettef size up to 11x17 — B&W mrd. kt k*W 400.000 SOA55 S2Z=M LwV format— B&W -krtL' 47A00 50.66 S31A20A0 Neery preparation and kideXirkg for Permits 4006000 O.03 5MOWA0 ES M ATEDTOTAL I 5126.420.00 Laserfiche Ingestion: 5450.00 per upload into the repository. Pick up and delivery 5100.00 per trip. No voxes and boxing provided. No manifeR provided. Pricing is for the 3 departments - all or nothing deal. CPS I ._.-- Complete Paperless Solutions, LLC Page 18 of 23 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor's employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specked for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is Complete Paperless Solutions, LLC Page 19 of 23 determined, not requiring actual payment by the insured first. There shall be no cross - liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the contractor and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Acceptable insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (orhigher) and Financial Size Category Class Vil (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: Contractor agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer's endorsement). Contractor also agrees to require all contractors, and subcontractors to do likewise. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement Complete Paperless Solutions, LLC Page 20 of 23 relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period} that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers' Compensation) required to be provided by Contractor or any subcontractor, is intended to Complete Paperless Solutions, LLC Page 21 of 23 apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type Complete Paperless Solutions, LLC Page 22 of 23 pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Complete Paperless Solutions, LLC Page 23 of 23 Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. ACO d CERTIFICATE OF LIABILITY INSURANCE �+0`MN12025 Y 08/10/2025 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. N the eardRcate holder Is an ADDITIONAL INSURED, the polley(les) must have ADDITIONAL INSURED provisions or be endorsed. H 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 cortHkate holder In lieu of such endorsement(s). PRODIJI Robed Harris Insurance Agency, Inc. rune: Arlene Rhodes PHONE (714) 819-4480 Ne; (714) 619-4487 ADORE93: er1orwerehams.com Uc. #0216736 INSURERgSIAFFOREING COVERAGE NAICe 3150 Bnstw St., Suite 20D MSURERa: Travelers Casually Insurance Co of America 19048 Costs Mesa CA 82626 INSURED Complete Poperle65 Solutions LLC 5130 E Ls Palma Ave Ste 206 INSURER B: The Travelers Property Casualty Co ofAmenca 25674 MUTER c: Hartford Casually Ins. Co. 29424 INSURER o: Lloyds of London 15792 INVJR E; Houston Casualty Company 42374 MSURERP: n_. sc..,a•,nu an masa. Anaheim CA 92807-2078 __.._ ___ ..�..e .._.._. GOVENAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE 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. LTR TYPEOFWSURANCE COMMMCWLGEN9gL UW SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE wn� POLICYNUMBER POLICY EF, M (10AIDDI UIRTS EACH OCCURRENCE S 2,000,000 PREM Fe s 300,000 CWMSMADE © OCCUR 8838 E. Valley Blvd Rosemead CA 91770 MEDEY➢ A aro non E 5' 000 A Y Y 6BD8Be47614 0623/2025 06123/2028 PFRSONALIADVINJURY s 2,000,000 GFNLAGGREWTE LIMRAPPUES PER'. POLICY ❑ JCRCT 0 LOC GENERA -AGGREGATE S 4,000,000 PROW CTS-COMPIOPAGG s 4000.000 Hired B Non -Owned s 2,000,000 OTHER AUTOMOBILE LWaItJTY -DOMPNEDSINGL UMIT Es S 1,000,000 BOCLYIWURY(P Paden) s A=ANY AUTO `EO BOOILYINJURY(Paraa a n) 5 A SCHEDULED AUTOS ONLY AUTOS HIRED NON-0MED AUTOS ONLY AUTOS ONLY Y BAOY748983 0623/2025 0623/2026 TV E 3 aC° t B UMBREW UAB E%CE88llAB OCCOR CWMSMApE CUPOV937057 06232025 06232026 EACH OCCURRENCE S 1,000,000 AGGREGATE DED RETFMION i yIORNFAaCOMPENSARON STA TE R kl,DDO.000 EL EACH A GENT ,000C AND EMPLOYERS UABaJTY ANY PROPRIETOW➢ARrNFRrD(ECUrIVE Y� OFFICERRAEMBER EXCLUDEDi In NHl OF OPERATIONS EalowEach NIA Y 72VvECZX9262 06/23/2025 0623/2026 ,000INavlaMry EL DISEASE -EA EMPLOYEE=11E.LNSEASE.F000VUMIT ,000 Claim Aggregate 00,000 D ETors antl Omissions Claims Made Policy ESN11403652DO 0623/2025 0823/2026 Each Claim Deductible ,000 OESCRIPTWN OF OPEMl10NSl LOCAIgNS I VEHICLES IALORD fat, A44MonM Rr,MdM Scha4eK nlaY Ea WACM4 a men apes is ne,ara4) Certificate holder is named as an Additional insured as their interest may appear but only if by written contract with the named insured prior to an occurrence and subject to all polity terms and conditions. CERTIFICATE HOLDEN --- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION GATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead AUTHORIZE) REPRESENTATNE 8838 E. Valley Blvd Rosemead CA 91770 wnnu en .,n Mc r«arvaH ACORD 26 (201 W03) The ACORD name and IGgo are registered marks of ACORD V ^yv AGENCY CUSTOMER ID: 00003151 LOC a: A ORd ADDITIONAL REMARKS SCHEDULE Page _Of AGENCY NAMED INSURED Robert Hams mauls wAgency, Inc. Complete Paperless Solutions POLICY NUMaER taaRlQy NAIL CODE EFFECT DAM ADDIIIUHALlft I KW THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certill"te of Liability Inalance: Notes Carrier E- Cyber Liability - Houston Casually Company - Polity # H23NGP214957-03 Limit $2,000.000 - Effective 06/23/2025 to W312025 ACORD 101 (2008101) ® 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are ragnimma mems or Auunu POLICY # 6808BB47614 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights. duties, and what is and is not covered. A. Non -Owned Watercraft - 75 Feet Long Or Less B. Who Is An Insured - Unnamed Subsidiaries C. Who 1s An Insured - Employees - Supervisory Positions D. Who Is An Insured - Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured - Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured - Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional Insured - Broad Form Vendors H. Blanket Additional Insured - Controlling Interest PROVISIONS A. NON -OWNED WATER CRAFT - 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft. Auto Or Watercraft, in Paragraph 2. of SECTION 1 - COVERAGES - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION 11- WHO IS AN INSURED: I. Blanket Additional Insured - Mortgagees. Assignees, Successors Or Receivers J. Blanket Additional Insured - Governmental Entities - Permits Or Authorizations Relating To Premises K. Blanket Additional Insured - Governmental Entities - Permits Or Authorizations Relating To Operations L.. Medical Payments - Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability -Railroads O. Damage To Premises Rented To You is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge. B. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION 11 - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in. such subsidiary on the first day of the policy period: and e. Any person or organization that. with your b. Such subsidiary is not an insured under express or implied consent, either uses or similar other insurance. CG D417 02 19 0 2017 The Tra"Ism Indemnity Company. All rights rowrved. Page 1 of 5 Includes copyrighted material of insurance Seiviices Office. Inc. with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for 'bodily injury" organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it: and advertising injury" caused by an offense b. Coverage A does not apply to "bodily committed: injury' or "property damage" that occurred a. Before you maintained an ownership interest before you acquired or formed the of more than 50% in such subsidiary: or organization; and b. After the date, if any, during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury' arising out of an interest of more than SO% in such subsidiary. offense committed before you acquired or For purposes of Paragraph 1. of Section II — Who formed the organization. Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section 11 deemed to be designated in the Declarations as: — Who Is An Insured, each such organization will be deemed to be designated in the a. A limited liability company: Declarations as: b. An organization other than a partnership, joint a. A limited liability company: venture or limited liability company; or b. An organization, other than a partnership, c. A trust: joint venture or limited liability company; as indicated in its name or the documents that or govern its structure. G A trust; C. WHO IS AN INSURED — EMPLOYEES — as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure. The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED — LAIBILTY FOR SECTIO N 11— WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIP SO R Paragraphs (1)(a), (b) and (c) above do not apply JOIINT VENTURES to 'bodily injury" to a co "employee' while in the The following replaces the last paragraph of course of the co -'employee's" employment by you SECTION 11— WHO IS AN INSURED: arising out of work by any of your "employees' is insured who hold a supervisory position. No person or an with of respect to the conduct o/ any current or past conduct D. WHO IS AN INSURED — NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FOR MED LIMITED LAIBILITY COMPANIES Named Insured in the Declarations. This The following replaces Paragraph 3. of SECTION paragraph does not apply to any such partnership It — WHO IS AN INSURED: or joint venture that otherwise qualifies as an 3. Any organization you newly acquire or form, insured under Section 11— Who Is An Insured. other than a partnership or joint venture. and F. BLANKET ADDITIONAL INSURED — PERSONS of which you are the sole owner or in which OR ORGANIZATIONS FOR YOUR ONGOING you maintain an ownership interest of more OPERATIONS AS REQUIRED BY WRITTEN than 50%, will qualify as a Named Insured if CONTRACT OR AGREEMENT there is no other similar insurance available to The following is added to SECTION 11 — WHO IS that organization. However: AN INSURED: a. Coverage under this provision is afforded Any person or organization that is not otherwise only: an insured under this Coverage Part and that you (1) Until the 180th day after you acquire have agreed in a written contract or agreement to or form the organization or the end of nclude as an additional insured on this Coverage the policy period, whichever is earlier, Part is an insured. but only with respect to liability if you do not report such organization for "bodily injury' or "property damage" that: in writing to us within 180 days after a. Occurs subsequent to the signing of that you acquire or form ih or contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in part. by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, H you report such Page 2 of 5 02017 The Travelers Indemnity Company. AN tights reserved- CG D417 02 19 Include copyrighted material 01 Insunnm Savior Off". Inc with b pennnsbn. agreement applies or the acts or omissions of any person or orgartzation performing such operations on your behalf. The limits of Insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement. or the limits shown in the Declarations, whiuirover arc Less. G. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for 'bodAy injury' or "property damage that: a, Occurs subsequent to the signing of that contract or agreement: and b. Arises out of "your products" that are distributed or sold in the regular course of such verdoes business. The insurance provided to such vendor is subject to the following provisions: a. The Omits of Insurance provided to such vendor will be the minimum Omits that you agreed to provide in the written contract or aweemeM, or the imbs shown in the Declarations. whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you: (2) Any charge in "your products• made by such vendor, (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration. testing. or the substitution of parts under instructions from the Inanufachrer, and than repackaged in the original container. (4) Any failure to make such nspeabns, adjustments. tests or servicing as vendors agree to perform or normally undertelde to perform in the regular course of business, in connection with the distribution or sale of "your products": (S) Demonstration, installation, servicing or repair operations. except such operations COMMERCIAL GENERAL LIABILITY performed at such vendors premises in connection with the sale of "your products': or (6) 'Your products" that, after distribution or sale by you, have been labeled or relabeled or used as a container. part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired your Woducts". or arty ingredient. part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically Is scheduled by e dorsemenL H. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II — WNO SAN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", •property damage" o rt"personal and advertising injury" that arises CIA a. Such financial control: or b. Such PersonY or organizatorts ownership. maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does rot appy to strudiural akeratiors, new construction or demoition operations performed by or on behalf of such person or organization. 2. The following is added to paragraph 4. of SECTION 11— VM IS AN INSURED: This paragraph does not apply to any Premises owner. manager or lessor that has financial control of you. L BLANKET ADDITIONAL POURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is addled to SECTION 11— WHO 6 AN INSURED: Any person or organization that is a mortgagee. assignee successor or receiver and that you have agreed in a written caxract or agreement to Include as an additional insured on tltb Coverage Part is an insured, but only with respect to its CG D417 0219 02017 The TTMMIM hdseady may. As Vft retrad. Page 3 of 5 krcluMs aomilahhd mslsdsl of Innards Swvkm OaW Ira wrh No peTmbsba COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury', "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed. subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee. assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee. assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee. assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. Ix The insurance provided to such person or organization does not apply to: (1) Any "bodily iryury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect: or (2) Any "bodily injury', "properly damage" or "personal and advertising injury" arising out of any structural alterations. new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION 11— WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by. or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" arising out of the existence. ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes. driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. K. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law. building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage' or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage' or "personal and advertising injury' arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage' included in the "products -completed operations hazard". L. MEDICAL PAYMENTS —INCREASED LIMIT The following replaces Paragraph 7. of SECTION 111— LIMITS OF INSURANCE: 7. Subject to Paragraph 5, above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8.. Transfer Of Rights Of Recovery Against Others To Us, of SECTION rV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we Page 4 of 5 ® 2D1? The Travelers Indemnity Company. At rights mxrvad CG D4 17 02 19 Includes copyrighted material of Insurance Services office. Lnc. with da pemirsion waive our right of recovery against such person or organaation, but only for payments we make because of: a. "Bodily injury' or 'property damage" that occurs; or b. "Personal and advertising injury` caused by an offense that is committed; subsequent to the execution of the contract or agrecment. N. CONTRACTUAL LIABILITY — RAILROADS 1. The tolowing replaces Paragraph c. of the defindon of Imured contract" in the DERNrFION5 Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY 2. Paragraph L(1) of the definition of 'insured contracr in the DEFINITIONS Section is deleted. O. DAMAGE TO PREMISES RENTED TO YOU The folowing replaces the definition of "premises damage• in the DEFINITIONS Section: "Premises damage• means "property damage to: a. Any premises while resisted to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you. 1 you rent such premises for a period of seven or fewer consecutive days. CG D417 021! 02017 nm Twmbm bdemdy Cwnpmy, N rgna rsssnsd. Page 5 of 5 InckWss Opp hbd mdwW ct Insw rim swim 011ice, Inc wb b pemw"bn. Policy *BA-OY748983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modes insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph AA.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 ® 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance services Office. Inc. with its permission. Policy #BA-OY748983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph C. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 © 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA-OY748983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section ll. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE —GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: CA T4 20 02 15 ® 2015 The Travelers Indemnity Company. Alt rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office. Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law Viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph C.I. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50,000; (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER. AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT Paragraph CA.b. of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. 1. WAIVER OF DEDUCTIBLE—GLASS The following is added to Paragraph D.. Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph AA., Cover. age Extensions, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for 'loss" to wearing ap- parel and other personal property which is: (b) The actual cash value of the damaged or (1) Owned by an "insured"; and stolen property as of the time of the (2) In or on your covered "auto". "loss"; or This coverage only applies in the event of a total (c) The cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover - property of like kind and quality. age. Page 2 Of 3 ® 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. K. AIRBAGS The following is added to Paragraph 8.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: COMMERCIALAUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor, a. If that "auto" is a covered "auto" for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy: Insurance, Health, Accident or Disability b. The airbags are not covered under any war- Insurance purchased with the loan or ease; and ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.C. Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total 'loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (e) Carry-over balances from previous loans orleases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident' or "loss", pro- vided that the "accident' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office. Inc. with its permission. Policy #BA-OY749983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.S., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident' or "loss", provided that the CONDITIONS Section: "accident' or 'loss" arises out of the operations S. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 0 2015 The Travelers Indemnity Company. All rights reserved. Page 1 Of 1 Includes copyrighted material of Insurance Services Office. Inc. with its permission. f cfc _.._.. - t. INSURING CLAUSE I SECTION Ft^I,. .5. Vacant premises r. respect .>' INSURING CLAUSES 4 5 - , ,r premises C3 War arising directly cr Inds rectly cut of: a. war, in aslon, acts of `creign enemies, hostilities or wariine operations iwhether war is declared or nctl, cll war, rebellion. insur*ecUon, civil commotion assuming the propertiors o' or mounting to an L,t, s military or usurped power, or b. any anion taken m concr:-�fling, pre.erting. suppressing cr in any way relating to a. abcv- 64. Website content accessibility arising directly or indirectly cut of the actual or alleged violation of any law=_, regulations or guidelines relating to the accessibility of your website content. 65. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determ tried by final adjudication, arbitral tribural cr ritten admiss or - 1. r 1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes a,%are of any incident wh'th may reasonably b=_ e.pected to give rise to a claim under this Policy you must. a, notify the claims managers espect of cyber incidents. a telephone call to our c, cer incio,, response line MI constr - r.. _-- es soon as is reasonably prac',cable and folk thei- n, -ions. 'tic..cver ai, respect of INSURING CLAUSES I SECTIONS A, B, C, D. E, G and H Cr. l,. 3 SECTION G only! this notification most ce nade co later than the end of any appl'cable euteroed rei - - -..-. and b. not admit liability for or settle or make or promise any payment or Ycur eny costs and expenses rnY,reut our prior written agreement 'r.h',ch will not be unrea=_oracly If you discover a cyber event you may obly incur costs withoct our or Cr ;.,:con corsert ,s rti-, :-,a `-, 72 hours following the discovery and arty third party costs ncurred must be nC-. a ccmpanr form rg Car of :he approved claims panel providers. FII other costs iraj only be Incurred w'rr, :he pri,ar .+,tten rel -se --t rf t claims managers (which .vlll not be unreasonably r: itnheld! cfcJi=r=y.,l,,, v _r 2 Additional insureds We will indemnify any third party as an additional insured under this policy. but only in respect of sums which they, cecome legally obliged to ca; ,in.d .,ding liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed byyou, piovidea that a. you contracted in -writing to indemnify the third party for the claim prior to it first being made aoalnst them, and b. had the claim been made against you. then you would pe erticeo to indemnity under this Policy. Before we'ndemnify any additional ensured they must. a. prove to us that the claim arose solely out of an act committed by you: and b. fully ccmply v, ith CONDITION I as :ftheywereyou. Where we indemnify a third party as an emotional insured under tnis policy, tn_s colmy will be prmary and non- contributory to the third party's - %n insurance. out orly if you and the third party have entered into a contract that contains a provision repur ing this. Where a third party is treated as an accibonal insured as a result of this Gonditon. any claim made by that third parry against you -Al be treated bs us as fxeywere a third partyaro riot as an Insured. 3. Agreement to pay claims )duty to defend) We have the right and duty to take control of and conduct in your name the imvestiganon, settlement or defense of ary claim. We v✓ill not have any duty to pa, costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your c;vn lawyer to defend the claim on your behalf and the claims managers Tay grant your request if they consider your lav:yer is suitably qualified by experience, taking into account the subject matter of the claim. and the cost to provide a defense. We will endeavor to settle any claim thrcugh negotiation, rrediatcn or some other form of alternative dispute resolution and will pay or your behalf the amount we agree rritn r -e clamant If we cannot settle using these means. we will pay the amci-nt %hoh you are found liable to pay either in court or through arbitration proceedings. subject to the limit of liability. We .%ill not settle any claim .vitnout your consent. If you e' --se to provide your consent to a settlement recommended by us and elect to cont!nue legal proceedings in ccnrectien v, Th the claim, any further costs and expenses incurred mill be paid by you and us on a proportional bass, -Jin 50": payable by us and 50" payable by you. Asa consequence of your ref,sal, our liability for the claim. excluding costs and expenses.,Al not be mere than the amount for which the claim could have teen settled. 4. Calculation of business interruption losses In respect of INSURING CLAUSES 2 ;SECTION O only) and 5, in the erent of a ria m `or any financial loss sustained by you,you must prop de the claims managers lin your calculaton pfthe mane- at bss including. a_ ho,v the Ices caloulat=d ara %hat assumptiors -ia.e cera r agear 0 0 Cfc Policy=F}\I111799?3728 b. supporting documents Includirg account statements, sales projections and invoices. If we are unable to agree with your calculation of the financial loss. we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon. one will be appointed by an arbitrator mutually agreed between you and uswnose decision rill be final and binding. Once an independent expert has been appointed, their calculation of any nnancial loss sustained by you will be final and biding. 5. Cancellation This Policy maybe canceled with 30 days written notice by either you or us. If you give us notice of cancellation. the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim order this Policy there v;.II be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount cue to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellat'on it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. o Continuouscover f you have neglected, through error or oversight only, to report an incident discovered by you that might give rise to a claim under this Policy cl the period of a previous renewal of this Policy issued to you by us, then provided that you have ma'.ntained uninterrupted insurance of the same type with us since the expiry of that earlier Policy. we will oermit the matter to oe reported under the Policy and we will indemnify you. provided that: a. the indemnity vAl be subject to the applicable limit of Iiab'J ty of the earlier Policy uncer which the matter should have been reported or the limit of liability, whichever is the laver: b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification. and c the indemnity will be subject -.call of the terms and conditions of this Policy, other than a. airl 7. Cross liability and severability In respect of INSURING CLAUSE 3 only .where there is more than one entity Inscred under this Policy, and subject to the limit of liability, any claim rade by one 'r.sured entity against anatner insured entity well be treated as if they are a third party a rid knowledge possessed by one'nsured entity will not be imputed to any otherrsreo entity. R. Establishing loss of contents If you make a claim under this Policy for loss of contents, you must eas^naby establish how✓ and v;hen rhe-nddent took place. This may include confirmat'nn that the incident v.as reported :o the acprocriate law enforcement authorities and details of any investigation They undertook. VCfc 11.,!,y-K\flu3997372N 9. Extended reporting period In respect of INSURING CLAUSES 1 SECTIONS A. B. C, D. E. G aid H only) and 3 (SECTION G only), an extended reporting period of 60 pays '-Iloa.^.g tre expiry date will be automatically granted at no additional premium. This extended reporting period ill co\er, sub;e:t to all other terms, conditions and exclusions of this Policy, claims first made against you during the period of the policy and reported to us during this extended reporting period. No claim will be accepted by us this 60 day extended reportng period if you ate entitled to indemnity under any other insurance. or would be ertitled to incemrity under such insurance if is I mit of liability was not exhausted. 10. optional extended reporting period In respect of INSURING CLAUSES 1 SECTIONS A, B. C, D, E, G and H only) and 3 (SECTION G only), if we or you decline to renew or cancel this Policy the- you :.III nave the right to have Issued an endorsement providing an optional extended reporting period for the ouraten stated in the Declarations page which will be effective from the cancellation or non-rerewal date. This opnonai extended reporting period v ill cover claims first made against you and reported to us during the optiora� extended reporting period c.*. orly in respect of any claim arising out of any act, error or omission committed or to the date of cancellation or nor -renewal and sub ect to all others terms, conditions and exclusions of this Policy. If you would like to purchase the optional extended reporting pe, ch you must "otify us and pay us the optional extended reporting period premium Stated,r the Declarations page r: t^In 30 days cf cancellation or non -renewal. The right to the optional extended reporting period will not be mailable to you .vhere cancellation or non-renew-ai by us is due to non-payment of the premium or your failure to pay ary amounts in excess of the applicable limit of liability or within the amour: of the applicable deductible as is recr_ ed i tris Pot cy n the payrnert of claims. At the renewal of this Policy, our quotation of different premiumdeductible c` ISability or changes in policy language will not constitute non -renewal by us. 11. Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written. acmiss - c, you.:rat you ictif ad us of any claim knowing it to be false or fraudulent in any way. we will have no respcns h l=, c cat :-rat da m, we may recover from you any sums paid 'n respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. if we exercise this right we will not be liable to return any premium to you. However. this will not affect any claim under this Policy v,hich has been previously notified to us. 12. Innocent non -disclosure We will not seek to avoid the policy or reject any claim on the grounds of rcn-d scicsure or misrepresentation except where the non -disclosure or misrepresentation was reckless or deliberate. _. Maintenance of employee automobile liability insurance It Is a cont ry cc_- . - Jr - _— INSURING CLAUSE 3 SECTIONS H ara I only) trat all employees who operate an automobdliz , -- your _ ,_t t - .. ­ `c,ce and effect for the period of the policy prinray auto:m.c _.. -i_,: ance In an amort scyal tc, c greater :nan, the minimum primary fir s ...te of registration of the _:cmob le, if you rra',e a claim a^de• INSURING CLAUSE 3 SECTIONS H and I t, i, l and Che employee has failed tc m et t:^.e =a rEq,, remer-,s tren th-s Pollc: viii oily 45cfc 14,IIq-' FS..I, 03997:"g respond to provide evicess coverage as though the requirements had been met, whereby you agree to pay all sums - Mergers and acquisitions [= you acpu=re ari ertlt, du: ng tra period of the policy a., s_ arrual revenue does not e,ceea 20 of the company's annual revenue. as stated In its most recent financial statements, cover s automatically extended under this Policy to include the acquired entity as a subsidiary. If you acquire an entity during the period of the policy whose annual re�erue exceeds 20Sb of the company's annual revenue, as stated in its most recent fin a tic al state marts, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 4S days. We will consider prov'ding cover for the acquired entity after the period of 45 days if. a. you give us full deta.Is of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy or agree to pay any additional premium required byus. In the event you do not comply •,vlth a. or b. above, cover will automatically term nate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only Provided under this Policy for any act, error or omission committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acqured entayy a. whose business activities are materially different from your business activities. b. that has been the subject of any lawsuit, disciplinary action or regulatory nvestigation in the 3 year period prior to its acquisition, or c. that has experienced a cyber event in the 3 year period prior to its acquisition, f the cyber event cost more than the highest deductible of this Policy. If during the period of the policy you consolidate, merge with or are acqu'red by another entity then all coverage ender this Policy Will terminate at the date of the consolidation, merger or acciii.s'.tnn unless we have issued an endorsement extend'i'ng cweraga, and you nave agreed to any addtioral premium and terms of coverage required by us I5. Our rights of recovery If we make any oayment under this Policy then you must mairtalr, all of your r'.oht<_ of recovery .n respect of this Payment against anythird party and maze these ava fable to us .inhere Fos<_iole. We will not exerese any 'ohic of reco'.er, against employees or the estatescers legal representatives or assigns of ary employee Ic the even: of their death. incapacity, insolvere: cr b=_r'.,jPtc; a^Jess this s in respect of any fraud -lent or dishonest acts or cm!ss ons as proven by final ac ud cation. arc'ral tobcrai or tv;tten admission by you *CfC Irrlic}.- ESM „a39ya;28 Any recoveries will be applied :n proportion to the amounts paid by you and us ,n relation to the claim under this Policy. 16. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date. cover In respect cf the entity wilt continue as if It was still a subsidiary during the period of the policy, but only n respect of an act, error. omission or event occurring Prior to the date that it ceased to ee a subsidiary. 17, Process for paying privacy breach notificatlon costs Any privacy breach notficat.on transm.tted by you or on your behalf m. ust be dome e, ith our p-ior written consent. We will ensure that ootlficat on 's comcler.t wdth any legal or regulatory requiremerts and contractual obligation No offer must be made for f: ranclal scent res.. gifts, coupons. credits or ser.',ces unless rnth our prior written consent which will only be provided '.f the offer is commensurate with the risk of harm. We will not be liable for ar,y portion of :he costs you incur under INSURING CLAUSE 2 (SECTION 8 only] that exceed the costs that you would hale incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a rot1fication made using the most cost effective means permissible under the governirg law. 18. waterer of subrogation NO -Z !, thstacding CONDITION 15we agree to waive our rights of recoveryagainst any third party if, prior to the claim or incident v.hich you reasonably exoected to give rise to a claim. you ent_e,eo into a contract that contains a provision requiring you to do this. 14. Choice of law and service of suit In the event of a dispute between you and us regarding this Policy. tae dispute rill be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to thejurisdicten of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a valuer of our rights to commence an action in any court of competent jurisdiction In the United States of America. to move an action to a United States Dl strict Court. or to seek a transfer of a case to another court as permitted cv the laws of the Un Ted States of America or the laws of any State of the United State<_ of America. It is further agreed that service of process 'r such Burt may be made upor tete la:v `rm stated in the Declarations page and that In any sut nstau[ed agairst us, we will abide by :he final be. Eon of such court or of any appellate court In the event of an appeal. The lar, f'.rm stated in the Declarations page is actherzec and directed to accept service of process on our behalf in any sue- suit and. at your request. to gine a -. tt^ unde'tak rig :o you that they will enter a general appearance en our pe -elf in the event such s, t is institutep Additionally, in accordance with the statute of any state, territc-, : d strict cr :he': rited States %h cn ria«es such a provision, we hereby designate the Super ntendent, Commissioner or D.rectoi cf Lrsurance or oche- effcer specified for that purpose in the statute, or his successor or successors in on ce, as our t ae ;rd las:fol attccney upon Anon, may be served any lavAul cificess n any acton, suit or proceeding Instsu[eu cy you a• s r c__it of tris. Delle,. Tie law �. cfc Zc� 1 _�, _b: _ E 6 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract if you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The 'bodily injury" or "property damage" for which coverage is sought occurs: and (2) The 'personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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 claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — 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 purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance services Office, Inc. with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC ZX9262 Endorsement Number: Effective Date: 06/23/2025 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206 ANAHEIM CA 92807 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/14/23 Policy Expiration Date: 0612324 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 72 WEC ZX9262 Endorsement Number: Effective Date: 06/23/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206 ANAHEIM CA 92807 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. Form WC 99 03 94 Printed in U.S.A. Process Date: 05/14/23 n 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. 0 2011, The Hartford Policy Expiration Date: 06/23/24 CERTIFICATE OF LIABILITY INSURANCE DATE(MMDtonym 05131/2024 THIS CERTIFICATE IS ISSUED ASA 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 INSURENS), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER N SUBROGATION IS WANED, this cerBDoBte does not cook the temls and conditions of the policy, certain policies may require an endoreement A statement on We certificate holder in lieu of such endoresmem(s). Ruben Hams Insurance Agency, Inc. INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS PHONE , (714) 618-4480 W: (714) 619-0481 Lic. #0216735 City of Rosemead AD'�DRESS: anenaQmharns.com M 3150 Bnelol SL, Suite 200 UNITS Rosemead CA 91770 INSURERISAFFOROINGCOVERADE NAICI Costa Mesa CA 92826 DISURFRA; Travelers Casualty Insurance Cc ofAmerica 19046 INSURED INWREAe: The Translate Property Casualty CO of America 25674 Complete Paperless Solutions LLC IN9URFRC: Hartford Casualty Ins, Co. 29424 5130 E La Palma Ave INSURER D; Lloyds of London Ste 206 A INSURER E: Houston Casually Company Y Anaheim CA 92807-2078 INSIMERF: PERSONAL SAM INJURY E 2.000,000 reannrA,rc Mnrrnc R- 24-25 Master Cart RF WSION 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 CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAYBE 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. INSIR LTR TYPE OF VdiURANCE City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. POLJCY NUMBER M MM UNITS Rosemead CA 91770 COMMERCIALGEN LUAMUW EACH OCCURRENCE s 2,D00,000 PRd S 300,000 CLAIMSMADE ® OCCUR MED EXP oro non s 5,1100 A Y Y 6WBB847614 06/2312024 08/23/2025 PERSONAL SAM INJURY E 2.000,000 GENTAGGREGATE UMITAPPLIESPER GENERALAOGREGATE S 4000,000 PROpUCT6-DOMPX)PAGG $ 4000'000 POLICY El JECT FILOC S OTHER: AUTOMOBILE W&Utt COMBINED SINGLE UNIT E 1,000,000 av�ym BODILY INJURY IN, P ) $ ANYAU 0 BCpaYINJURY1PxacaaenB E A R ON M SCHEDULED AUTOS ONLY AUTOS HIRED HON-01,NNED Y SMY748983 06/232024 06/23/2025 PR�RTYi DAMAGE S AUTOS ONLY AUTOSONLY S ua9RELL BEACH OCCUR 00 OCCURRENCE S 1.0'000 AGGREGATE E 1,000.000 B EXCESS UAB CLAIMSMADE CUPOY937051 05/232024 06/23/2025 DEO I I RETENTION $ 3 C WORNERBCOMPENSATION AND EMPLOYERS LIABILITY YIN ANYPROFRCEROPRIETORNARTNER/EAECUTIVE O MEMIIER EXCLUDEDI (M&MMo In NH) NIA Y 72WECZX9282 06/23/2024 08/23/2025 PER ERH- EL EACH ACCIDENT E 1,000.000 E. L. NSFASE - EA EMPLOYEE $ 1,000,000 E. L. gSEASE-Pq.ICY UNIT S 1.0D0,000 dyaF, a,Hrnoe vn4er DESCRIPTION OF OPERATIONS EaWx Each Claim Aggregate $2,000,000 D Emm and Omissions Claims Made Policy ESM1039973728 06/23/2024 06/2312025 Each Claim Deductible $10,000 OESCWPTIOM OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, AddabRMl Ranbrb fth d,M, may M mdched 9 man epos N reeuinM) Certificate holder is named as an Additional Insured as their interest may appear but only If by written COntratl with the named insured prior to an occurrence and subject o ail policy terms and conditions. v ,aoe ... ,., ......,... .............. ...........�..� ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 8838 E. Valley Blvd Rosemead CA 91770 v ,aoe ... ,., ......,... .............. ...........�..� ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC is A`oRO° ADDITIONAL REMARKS SCHEDULE Page 01 AGENCY Robert Harris Insurance Agency, Inc NAMED INSURED Complete Paperless Solutions LLC M YNUNaER CM011m NAIL CGDE EFmE wre: D5/23/2024 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes E- Cyber Liability - Houston Casualty Lima52,000,000- Effective08/23/20241o8/23/2025 The ACORD name and logo are registered marks M ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WEC ZX9262 Endorsement Number: Effective Date: 06123/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206 ANAHEIM CA 92807 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/1423 Policy Expiration Date: 06/23/24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 72 WEC ZX9262 Endorsement Number: Effective Date: 06/23/24 Effective hour is the same as slated on the Information Page of the policy. Named Insured and Address: COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206 ANAHEIM CA 92807 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. Form WC 99 03 94 Printed in U.SA. Process Date: 05/14/23 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. C 2011, The Hartford Policy Expiration Date: 06/23/24 Policy #BA-OY748983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph AA.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part S. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 02 16 ® 2016 The Travelers Indemnity Companyal rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #BA-OY748983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modes insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the polity period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 02 16 ® 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission Policy #BA-OY748983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section Il. B. EMPLOYEE HIRED AUTO The following is added to Paragraph A.1.. Who Is An Insured, of SECTION 11 — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: CA T4 20 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO 0 E. F. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION 11— COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. TRAILERS —INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss": or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered"auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT—INCREASED LIMIT Paragraph C.1.b. of SECTION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to 5400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured": and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. Page 2 of 3 ® 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 02 15 Includes copynghted material of Insurance Services Office. Inc. with its permission. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto' you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor: a. If that "auto" is a covered "auto' for Compre- (d) Costs for extended warranties, Credit Life hensive Coverage under this policy; Insurance, Health, Accident or Disability b. The airbags are not covered under any war- Insurance purchased with the loan or ranty; and lease; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one 'loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph AA., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto' of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto': and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: S. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or 'loss", pro- vided that the "accident' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 02 15 ® 2015 The Travelers Indemnity Company_ All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance services Office, Inc. with its permission. Policy #BA-OY748983 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: S. Transfer Of Rights Of Recovery Against Oth- ers To Us we waive any right of recovery we may have against any person or organization to the extent V required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services CfAce, Inc. with its permission. OckPolicy a ESy1039973728 c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device. However, this Exclusion will not apply to INSURING CLAUSE 1 iSECTION F only). C. Vacant premises in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days. 63. War arising directly or indirectly out of: a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or mounting to an uprising, military or usurped power; or b. any action taken in controlling, preventing, suppressing or in any way relating to a. above. 64. Website content accessibility arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content. 65. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. 1. What you must do in the event of a claim or cyber Incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must: a. notify the claims managers (in respect of cyber incidents, a telephone call to our cyber incident response line will constitute notification) as soon as is reasonably practicable and follow their directions. However, in respect of INSURING CLAUSES 1 (SECTIONS A B, C, D, E, G and H only) and 3 (SECTION G only) this notification must be made no later than the end of any applicable extended reporting period; and b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). If you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). 0 C f C Policy a ESM1039973728 2. Additional insureds We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a Balm arising solely out of an act committed by you, provided that a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of an act committed byyou; and b. fully comply with CON DITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non- contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3. Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered\by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense, We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal, our liability for the daim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled. 4. Calculation of business Interruption losses In respect of INSURING CLAUSES 2 (SECTION G only) and S, in the event of a claim for any financial loss sustained by you, you must provide the claims managers with your calculation of the financial loss including. a. how the loss has been calculated and what assumptions have been made; and OckPolity: ESN11039973728 b. supporting documents including account statements, sales projections and invoices. If we are unable to agree with your calculation of the financial loss, we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon, one will be appointed by an arbitrator mutually agreed between you and uswhose decision will be final and binding. Once an independent expert has been appointed, their calculation of any financial loss sustained by you will be final and binding. 5. Cancellation This Policy may be canceled with 30 days written notice by either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. 6. Continuous cover If you have neglected, through error or oversight only, to report an incident discovered by you that might give rise to a claim under this Policy during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, we will permit the matter to be reported under this Policy and we will indemnify you, provided that: a. the indemnity will be subject to the applicable limit of liability of the earlier Policy under which the matter should have been reported or the limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all of the terms and conditions of this Policy, other than a. above. 7. Cross liability and sor arability In respect of INSURING CLAUSE 3 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. B. Establishing loss of contents If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. This may include confirmation that the incident was reported to the appropriate law enforcement authorities and details of any investigation they undertook. Cf C Policy x EBIf 1039973728 9. Extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, O and H only) and 3 (SECTION O only), an extended reporting period of 60 days `ollowing the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy, claims first made against you during the period of the policy and reported to us during this extended reporting period. No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 10. Optional extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A. B, C. D, E. G and H only) and 3 (SECTION G only), if we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non -renewal date. This optional extended reporting period will cover claims first made against you and reported to us during this optional extended reporting period but only in respect of any claim arising out of any act, error or omission committed prior to the date of cancellation or non -renewal and subject to all others terms, conditions and exclusions of this Policy. If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non -renewal. The right to the optional extended reporting period will not be available to you where cancellation or non -renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in polity language will not constitute non -renewal by us. 11. Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right we will not be liable to return any premium to you. However, this will not affect any claim under this Policy which has been previously notified to us. 12. Innocent non -disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non -disclosure or misrepresentation except where the non -disclosure or misrepresentation was reckless or deliberate. 13. Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS H and 1 only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS H and I only) and the employee has failed to meet these requirements then this Policy will only Scfc Polity r FSM1039973728 respond to provide excess coverage as though the requirements had been met, whereby you agree to pay all sums within and up to the required minimum limit. 14. Mergers and acquisitions If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the companys annual revenue, as stated in its most recent financial statements. cover is automatically extended under this Polity to include the acquired entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the Company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 45 days. We will consider providing cover for the acquired entity after the period of 45 days if a. you givwus full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Polity or agree to pay any additional premium required by us. In the event you do not comply with a. or b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acquired entity: a. whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c. that has experienced a cyber event in the 3 year period prior to its acquisition, if the cyber event cost more than the highest deductible of this Policy. If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us. 15. Our rights of recovery If we make any payment under this Policy then you must maintain all of your rights of recovery in respect of this payment against any third party and make these available to us where possible. We will not exercise any rights of recovery against employees or the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by you 0 V f V Policy a ESM1039973729 Any recoveries will be applied in proportion to the amounts paid by you and us in relation to the claim under this Policy. 16. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 17. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION B only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 18. Waiver of subrogation Notwithstanding CONDITION 15we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. 19. Choke of law and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to thejurisdiction of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the law firm stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The law firm stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The law IV&C Policy# ESM1039973728 firm stated in the Declarations page is hereby designated as the firm to whom the above mentioned officer is authorized to mail such process ora copy thereof f ile] � �el'F•I�f•��FT•I:�YI�f>=] COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is riot covered. A. Non -Owned Watercraft - 75 Feet Long Or Less B. Who Is An Insured- Unnamed Subsidiaries C. Who Is An Insured - Employees - Supervisory Positions D. Who Is An Insured - Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured - Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured - Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional Insured - Broad Form Vendors H. Blanket Additional Insured - ControllIng Interest 1. Blanket Additional Insured - Mortgagees, Assignees. Successors Or Receivers J. Blanket Additional Insured - Governmental Entities - Permits Or Authorizations Relating To Premises K. Blanket Additional Insured - Governmental Entities - Permits Or Authorizations Relating To Operations L.. Medical Payments - Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability - Railroads O. Damage To Premises Rented To You PROVISIONS A. NON -OWNED WATER CRAFT - 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A - BODILY B INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge: 2. The following replaces Paragraph 2.e. of SECTION II - WHO IS AN INSURED: is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or properly for a charge. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION 11- WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary an the first day of the policy period: and e. Any person or organization that. with your express or implied consent. either uses or b. Such subsidiary is not an insured under similar other insurance. CG D417 02 19 C2017 The Trawlers Indemnity Company. AN rights reserved. Page 1 of 5 Includes copyrighted maearall M Insurance services otr". Inc. wkh ice permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" or "property damage' that occurred, or "personal and advertising injury' caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section 11 — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company: b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — EMPLOYEES — SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTIO N 11— WHO IS AN INSURED: Paragraphs (1)(a). (b) and (c) above do not apply to 'bodily injuy to a co "employee' while in the course of the co -"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory position. D. WHO IS AN INSURED — NEWLY ACQUIRED OR FOR MED LIMITED LAISILITY COMPANIES The following replaces Paragraph 3. of SECTION 11— WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, 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: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury' arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section N — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED — LAISILTY FOR CONDUCT OF UNNAMED PARTNERSHIP SO R JOINT VENTURES The following replaces the last paragraph of SECTION 11— WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section 11— Who Is An Insured. F. (BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION N — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury' or "property damage' that: a. Occurs subsequent to the signing of that contract or agreement; and (2) Until the end of the policy period, b. Is caused, in whole or in when that date is later than 180 days part, by your acts or after you acquire or form such omissions in the performance of your ongoing organization, 0 you report such operations to which that contract or Page 2 of 5 0 2017 The Trawlers Indemnity Company. At right► reserved. CG D6 17 02 19 ImWini copyrlgtrted material of Insurance Salvias Office, Ina unlit ds permeslon. agreement applies or the acts or omissions of any person or organization performing such operations an your behalf. The limits of insurance provided to such insured will be the minintrn Whits that you agreed to Provide in the written contract or agreement. or the Whits shown m the Declarations, whichever are less. G. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an Insured, but only with respect to liability for 'bodily injury or poperty damage" that.- a. hat:a. Occurs subsequent to the signing of that contract or agreement; and Is. Arises out of your products" that are distributed or sold in the regular course of such vendors business. The insurance provided to such vendor Is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minima n limits that you age to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance Provided to such vendor does not appy to: COMMERCIAL GENERAL LIABILITY Performed at such vendors premises in connection with the sale of "your products"; or (it) 'Your Products' that, after distribution or We by you, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not appy to: a. Any Person or organization from whom you have acquired your products'. or any Ingredient. Part or container entering Into, accompanying or containing such products; or I)- Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDMONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any Person or organization that has financial control of you is an insured with respect to liability for "bodily injury. "property damage" or "Personal and advertising ir*W that arises out of: (1) Any express warranty not authorized by you or any distribution or safe for a purpose riot authorized by you; (2) Any change In 'your Products' made by 2. such vendor; (3) Repackaging, unless unpacked solely for the purpose of Inspection. demonstration. testing, or the substitution of parts under Nnat w'Ons from the manufacturer. and then repackaged in the original container. (A) Any failure to make such inspections. adjustments. tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, In connection with the distribution or sale of "yaw Products": (5) Demonstration. instalatiom servicing or repair operations, except such operations a. Such financial control; or Is. Such persons or Organizations ownership. maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not appy to structural akeradons, new construction or demolition operations performed by or on behalf of such person or organization. The following is added to Paragraph 4. of SECTION 11— WHO IS AN INSURED: This Paragraph does not apply to any premises owner. manager or lessor that has financial control of you. L BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION If — WHO 6 AN INSURED: Any person or organization that is a mortgagee. assignee. successor or receiver and thnl you have agreed in a written contract or agreement to Include as an additional Insured on this Coverage Pan is an insured, but only with respect to its CG Da 17 0219 0 2017 The Tranlrro rndoar Ay Company. AN V* roman& Page 3 of 5 IWJU*s ooprrt ftw mosdo of irAWW" somm 011m, int. V46 ea WwAsim. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury', "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement: and K. b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee. assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations. whichever are less. Ill. The insurance provided to such person or organization does not apply to: (1) Any "bodify injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury', "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION 11— WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury". "property damage" or 'personal and advertising injury" arising out of the existence. ownership. use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPER. ATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured an this Coverage Part is an insured, but only with respect to liability for "bodily injury". "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury". "property damage' or "personal and advertising injury' arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products -completed operations hazard". L. MEDICAL PAYMENTS —INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph S. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Pan for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION N — COMMERCIAL GENERAL LIABILITY CONDITIONS: 9 the insured has agreed in a contract or agreement to waive that insureds right of recovery against any person or organization, we Page 4 of 5 02017 The Travelers Indemn ty CDmpany. Au rights reserved. CG D417 0219 Includes ccpyrigmed malenal of Insurance services Office. Inc. wen its pnmissim waive our right of recovery against such person or organization, but only for payments we make because of: a. 'Bodily injury/' or -properly damage^ that occurs; or b, 'Personal and advertising injury' caused by an offense that is committed; subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the defitilim of 'insured contract" in the DEFWTIONS Section: C. Any easement or license agreement: COMMERCIAL GENERAL LIABILITY 2. Paragraph t41) of the defrrtion of "insured contract" in the DERNITiONS Section is deleted. O. DAMAGE TO PREMISES RENTED TO YOU The Mow!% replaces the definition of "premises damage' in the DEFINITIONS Section: "Premises damage" means 'property damage^ to: a Any Premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such Premises is rented to you, if you rent such Premises for a period of seven or fewer consecutive days. CG D417 0218 0 2017, The Trmwbre meem* may. As rlyhp remove. Page 5 of 5 lrockWee Copyfiehhd mdoftl of Insumnon Sennas OMw. Int w lh rspemuenon,