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2200 - ACORN Technology Services - IT Management ServicesAGREEMENT FOR PROFESSIONAL SERVICES [INFORMATION TECHNOLOGY MANAGEMENT SERVICES] This AGREEMENT FOR PROFESSIONAL SERVICES ("AGREEMENT") is made and entered into effective as of April 27, 2026, by and between the CITY OF ROSEMEAD, a general law city, located at 8838 East Valley Boulevard, Rosemead CA 91770, ("CITY") and Acorn Technology Services fCU Technology LLC.1, located at 3546 Concours Street, Suite 125, Ontario, CA 91764 ("CONSULTANT"). WITNESSETH: For and in consideration of the promises and of the mutual covenants and agreements herein contained, said parties hereby agree as follows: 1. RECITALS. This AGREEMENT is made and entered into with respect to the following facts: A. CITY requires professional Information Technology Management Services ("SERVICES"); and B. On March 12, 2026, CITY solicited proposals per Section 3.24.090 Using Alternative Purchasing Procedures — B. Professional Services of the Rosemead Municipal Code ("RMC"), to obtain professional Information Technology Management services for the CITY and CONSULTANT was selected: and C. CONSULTANT is qualified to provide those certain services to the CITY necessary for said SERVICES; and, therefore, the Rosemead City Council has elected to engage the services of CONSULTANT upon the terms and conditions hereinafter set forth. SCOPE OF SERVICES. A. CONSULTANT shall fur equipment, services, and adequately perform those for Services dated April 3, RMC 3.24.090 Alternati Professional Services contract Over $50,000 12/2025 Fonn 1923-0664a121� vi nish to the CITY all labor, materials, tools, incidental customary work necessary to fully and services described in CONSULTANT's Proposal 2026 ("PROPOSAL") consistent with the CITY's ve Purchasing Procedures attached hereto as -1- Exhibit "A° respectively and hereby incorporated by reference. To the extent that Exhibits A and B are proposals from CONSULTANT, such proposals are incorporated only for the description of the scope of services and no other terms and conditions from any such proposal shall apply to this AGREEMENT. B. Performance of the SERVICES specified herein is made an obligation of CONSULTANT under this AGREEMENT, subject to any changes made subsequently upon the mutual written agreement of the parties. C. The scope of services to be performed by CONSULTANT under this AGREEMENT shall include, but not be limited to, those services specified in Paragraph 2A hereof. D. If there is a conflict between any of the provisions of the AGREEMENT and Exhibit A, this AGREEMENT shall have priority in the interpretation of the Parties rights and obligations under this AGREEMENT. 3. PERFORMANCE STANDARDS. While performing this AGREEMENT CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CONSULTANT shall cooperate with CITY if CITY opts to monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. FAMILIARITY WITH WORK. A. By executing this AGREEMENT, CONSULTANT agrees that, to the best of CONSULTANT's knowledge and belief, CONSULTANT has (i) Carefully investigated and considered the scope of services to be performed; (ii) Carefully considered how the services should be performed; and (iii) Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. Professional Services contract _2_ Over $50,000 12/2025 Form 4923-0664-0215 v l 5. CITY SUPERVISION. The Director of the Department of Finance of CITY, or the Director's designee, shall have the right of general supervision of all work performed by CONSULTANT and shall be the CITY's agent with respect to obtaining CONSULTANT's compliance hereunder. No payment for any services rendered under this AGREEMENT shall be made without the prior approval of the Director of Finance or the Director's designee. 6. FEE. Compensation to CONSULTANT for the total services to be rendered pursuant to this AGREEMENT shall be in an amount not to exceed $550,462.94. 7. EXTRA SERVICES. Notwithstanding any other provision herein, no extra services shall be rendered by CONSULTANT under this AGREEMENT unless such extra services first shall have been authorized in writing by the CITY. Any such services so authorized shall be paid by the CITY at rates approved of by the CITY. 8. PAYMENT BY CITY. A. Compensation. Subject to any limitations provided in the Contract Documents, CITY agrees to pay CONSULTANT as full consideration for the faithful performance of all of the Work the total amount of Five Hundred Fifty Thousand Four Hundred Sixty -Two Dollars and Ninety -Four Cents ($ 550.462.94) ("Compensation"). B. Monthly Invoice. CONSULTANT must furnish CITY with an invoice for the Work performed in accordance with the Contract Documents. CONSULTANT may not submit invoices more often than once every 30 days. C. City Review of Invoices. CITY will review each invoice and determine whether the Work performed is in accordance with the Contract Documents. The Director may require CONSULTANT to provide a release of all undisputed Contract amounts contained in the invoice. D. Disputes on Invoices. If CITY disputes any item on an invoice, CITY will give CONSULTANT notice stating the reasons for the dispute. The Parties will meet and confer in good faith to attempt to resolve the dispute. E. 30 Days to Pay Invoice. Except as to any charges for the Work performed that the CITY disputes, CITY will cause CONSULTANT to be paid within 30 days of the date of the invoice or the date that CONSULTANT furnishes CITY with a release of all undisputed Contract amounts, whichever occurs later. F. Partial Invoices. In the event there is any claim specifically excluded by CONSULTANT from the operation of any release, CITY may retain an amount not to exceed the amount of the excluded claim. Professional Services contract -3- Over $50,000 12/2025 Form 4923-0664-0215 v I G. No Additional Compensation. Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the contract documents, and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work. 9. TERM. The term of this AGREEMENT shall expire on April 26, 2029 unless sooner terminated as provided in Section 12 herein. The CITY may extend said time of completion for delays caused by circumstances beyond the control of either parry to this AGREEMENT. Should the consulting contract extend beyond the estimated time for completion of said services, CITY hereby reserves the right to continue CONSULTANT's services hereunder with any and all fees for such additional services to be compensated by the CITY at rates approved by the CITY. 10. DISPUTES AND REMEDIES. A. Claims, disputes, and other matters in question between the Parties arising out of or relating to this AGREEMENT or the breach thereof, must be resolved by the following procedure: (i) CITY and CONSULTANT will exercise their best efforts to resolve disputes through the development of a consensus. A meeting may be requested by CITY or CONSULTANT at any time for the purpose of resolving a dispute. A determination by CITY'S Director of the Department of Finance will be made within two (2) weeks after a meeting to resolve the dispute; (ii) If unresolved within thirty (30) days, then City Manager, or his designee, will make a final determination; (iii) Following the City Manager's final determination, the Parties may submit any unresolved matters to non-binding mediation. The parties may, but are not required to be, represented by counsel in mediation; (iv) If the Parties do not agree to mediation, or if mediation does not resolve the Parties' dispute, the matter may be pursued in Los Angeles County Superior Court, or the United States District Court, Central District of California, if federal jurisdiction exists. B. The Parties' rights and remedies under this Agreement are in addition to any other rights and remedies provided by law. 11. PREVAILING WAGE. CONSULTANT is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Professional Services contract 4 - Over $50,000 12/2025 Form 4923-0664-0215 v I 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" projects. If the SERVICES are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONSULTANT agrees to fully comply with such Prevailing Wage Laws. The CITY shall provide CONSULTANT with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. CONSULTANT 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 Consultant's principal place of business and at the project site. CONSULTANT 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. 12. TERMINATION OF AGREEMENT. The CITY may terminate this AGREEMENT upon giving a ten (10) day advance written notice of such termination to CONSULTANT. In that event, the City Manager, or his or her designee, based upon work accomplished by CONSULTANT prior to notice of such termination, shall determine the amount of fees to be paid to CONSULTANT for such services based upon accepted accounting practices. This finding by the City Manager, or his or her designee, shall be considered by the Rosemead City Council and the Council's determination shall be final and conclusive as to the amount of such fee. 13. INDEPENDENT CONTRACTOR. CONSULTANT shall act as an independent contractor in the performance of the services provided for in this AGREEMENT and shall furnish such services in CONSULTANT's own manner and method and in no respect shall CONSULTANT be considered an agent or employee of the CITY. 14. OWNERSHIP OF DOCUMENTS. All financial documents, data, studies, and reports prepared by CONSULTANT under this AGREEMENT are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this AGREEMENT, or use of incomplete work product, is at CITY's own risk. CITY will indemnify and hold CONSULTANT harmless for any use of the work product other than as contemplated by this AGREEMENT. 15. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this AGREEMENT, no copies, sketches, or graphs of materials, including graphic artwork, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or City without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. Professional Services contract _5_ Over $50,000 12/2025 Form 4923-0664-0215 0 16. NONASSIGNMENT. This AGREEMENT is not assignable either in whole or in part by CONSULTANT without the written consent of CITY. 17. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a valid Taxpayer Identification Number. 18. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this AGREEMENT, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 19. INDEMNIFICATION. A. CONSULTANT hereby agrees to the following: (i) Indemnification for Professional Services. CONSULTANT will save harmless and indemnify CITY and, at CITY's request, reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries, including death or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, volunteers or representatives, in the performance of this Agreement. (ii) Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whetherthe same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives and volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. CITY does not, and shall not, waive any rights against CONSULTANT which it may have by reason of the aforesaid hold -harmless AGREEMENT because of the acceptance by CITY or the deposit with CITY by Professional Services contract -6- Over $50,000 12/2025 Form 4923-0664-0215 vl CONSULTANT, of any of the insurance policies hereinafter described in this AGREEMENT. E. The aforesaid hold -harmless AGREEMENT by CONSULTANT shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of CONSULTANT, or any subcontractor of CONSULTANT, regardless of whether such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. F. Notwithstanding any provision of this Agreement to the contrary, design professionals shall be required to defend and indemnify the CITY only to the extent allowed by Civil Code Section 2782.8, namely for claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. The term "design professional" includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities which offer such services in accordance with the applicable provisions of the Business and Professions Code. G. The provisions of this section do not apply to Claims occurring as a result of the CITY's sole negligence or willful acts or omissions. In the event of any dispute between CONSULTANT and CITY, as to whether liability arises from the sole or active negligence of the CITY or its officers, employees, or agents, CONSULTANT will be obligated to pay for CITY's defense until such time as a final judgment has been entered adjudicating the CITY as solely or actively negligent. CONSULTANT will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees, and costs of litigation. 20. INSURANCE. CONSULTANT shall not commence work under this contract until CONSULTANT shall have obtained and shall maintain for the entire term of the AGREEMENT all insurance required by this AGREEMENT and such insurance shall have been approved by CITY as to form, amount and carrier, nor shall CONSULTANT allow any subcontractor of CONSULTANT to commence work on any subcontract until all similar insurance required of the subcontractor of CONSULTANT shall have been so obtained and approved. Any delays caused by CONSULTANT or its subcontractors' failure to procure or maintain required insurance are inexcusable and shall not be a basis for extending the time for completion, and the CITY shall not be liable for reimbursing CONSULTANT for costs due to such delay. A. WORKERS' COMPENSATION INSURANCE. CONSULTANT shall take out and maintain, during the life of this contract, Workers' Compensation Insurance and Employer's Liability Insurance for all of CONSULTANT'S employees employed to perform the SERVICES as described section 2 of Professional Services contract _7 - Over $50,000 12/2025 Form 4923-0664-0215 v the AGREEMENT; and, if any work is sublet, CONSULTANT shall require the subcontractor of CONSULTANT similarly to provide Workers' Compensation Insurance and Employers' Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the lattet's employees, unless such employees are covered by the protection afforded by CONSULTANT. If any class of employees engaged in work under this AGREEMENT is not protected under any Workers' Compensation law, CONSULTANT shall provide and shall cause each subcontractor of CONSULTANT to provide adequate insurance for the protection of employees not otherwise protected. CONSULTANT shall indemnify CITY for any damage resulting to it from failure of either CONSULTANT or any subcontractor of CONSULTANT to take out or maintain such insurance. (i) Workers Compensation Insurance in the amount of not less than Statutory Limits set by the State of California. (ii) Employer's Liability Insurance in the amount of not less than ONE MILLION DOLLAR ($1,000,000). B. COMMERCIAL GENERAL LIABILITY, PROFESSIONAL LIABILITY, AND AUTOMOBILE LIABILITY INSURANCE. (i) Commercial General Liability Insurance. CONSULTANT 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. (ii) Professional Liability (Errors & Omissions) Insurance. CONSULTANT shall maintain professional liability insurance that covers the Services to be performed in connection with this agreement, in the minimum of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. (iii) Automobile Liability Insurance. CONSULTANT shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the CONSULTANT arising out of or in connection with work to be performed under this agreement, including coverage for Professional Services contract _8_ Over $50,000 12/2025 Form 4923-0664-0215 v I any owned, hired, non -owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (iv) Cyber security and privacy liability. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: (1) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including but not limited to personally identifiable information (PII), protected health information (PHI), security codes, access codes, passwords, etc. (2) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. (3) Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first -party) or customer's (third party) computer, computer system, network, or similarly related property and the data, software, and programs. (4) Liability arising from professional misconduct or lack of the requisite skill required for performing services defined in the contract or agreement. (5) Costs associated with restoring, updating, or replacing data. (6) Costs associated with a privacy breach, including notification costs, customer support, forensics, crises management, public relations consulting, legal services of a privacy attorney, credit monitoring, and identity fraud resolution services for affected individuals. (v) Cyber technology errors and omissions. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: (1) a. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information(PHI). (2) b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. (3) c. Liability arising from the failure of technology products (software and hardware) required under the contract for Consultant to properly perform the intended services. Professional Services contract _9_ Over $50,000 12/2025 Form 4923-0664-0215 v I (4) d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. (5) e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. (6) f. Liability arising from the rendering, or failure to render, professional services. (7) g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. (8) h. Crisis management and other expert services. Umbrella or excess liability insurance. [If required to meet higher limits]. CONSULTANT shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: (1) A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer; (2) "Pay on behalf of wording as opposed to "reimbursement"; (3) Concurrency of effective dates with primary policies. (4) Should VENDOR obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer's liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies. C. PROOF OF INSURANCE. CONSULTANT shall provide certificates of insurance and required endorsements to CITY as evidence of insurance coverage required herein. Insurance certificates and endorsements must be approved by CITY prior to the commencement of work. Current certification of insurance shall be kept on file with CITY for the contract period and any additional length of time required thereafter. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. D. NOTICE TO COMMENCE WORK. The CITY will not issue any notice authorizing CONSULTANT or any subcontractor to commence work under this AGREEMENT until CONSULTANT has provided to the CITY Clerk the proof of insurance as required. Professional Services contract _10- Over 1Q_Over $50,000 12/2025 Form 4923-0664-0215 v i E. DURATION OF COVERAGE. CONSULTANT shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of work hereunder by CONSULTANT, their agents, representatives, employees, or subconsultants. F. PRIMARY/NONCONTRIBUTING. Coverage provided by CONSULTANT shall be primary and an insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on primary and non-contributory basis for the benefit of CITY before the CITY's own insurance or self-insurance shall be called upon to protect it as named insured. G. CITY'S RIGHTS OF ENFORCEMENT. In the event 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 CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT'S payments. In the alternative, CITY may cancel this agreement. H. 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 policyholder's Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best' Key Rating Guide, unless otherwise approved by the City Clerk's Office and Risk Management. WAIVER OF SUBROGATION. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees, representatives and volunteers or shall specifically allow CONSULTANT or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONSULTANT hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subconsultants. ENFORCEMENT OF CONTRACT PROVISIONS (NON ESTOPPEL). CONSULTANT acknowledges and agrees that any actual or alleged failure on part of the CITY to inform CONSULTANT of non-compliance with any Professional Services contract Over $50,000 1212025 Form 4923-0664-0215 v I requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. K. REQUIREMENTS NOT LIMITING. Requirements of specific coverage features or limits contained in this section are not intended as limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. L. NOTICE OF CANCELLATION. CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide the CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the CONSULTANT'S insurers are unwilling to provide such notice, then CONSULTANT shall have the responsibility of notifying the CITY immediately in the event of CONSULTANT'S failure to renew any of the required insurance coverages, or insurer's cancellation or nonrenewal. M. ADDITIONAL INSURED STATUS. General Liability, Automobile Liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, agents, representatives, and volunteers shall be additional insureds under such policies. N. PROHIBITION OF UNDISCLOSED COVERAGE LIMITATIONS. 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. O. SEPARATION OF INSUREDS. A severability of interests provision must apply for all additional insureds ensuring that CONSULTANT'S insurance shall apply separately to each insured again whom claim is made or suit is brough, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. P. PASS THOUGH CLAUSE. CONSULTANT agrees to ensure that its subconsultants, subcontractors, and any other party who is brough onto or involved in the project/service by CONSULTANT (hereinafter collectively "subcontractor"), provide the same minimum insurance coverage and endorsements required of CONSULTANT. CONSULTANT agrees to Professional Services contract _12 - Over $50,000 12/2025 Form 4923-0664-0215 v I 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. However, in the event CONSULTANT'S subcontractor cannot comply with this requirement, which proof must be submitted to the CITY, CONSULTANT shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor's scope of work and services, with limits less than required of the CONSULTANT, but in all other terms consistent with the CONSULTANT's requirements under this agreement. This provision does not relieve the CONSULTANT' of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended to solely provide CONSULTANT with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the CONSULTANT under this agreement given the limited scope of work or services provided by the subcontractor. CONSULANT agrees that upon request, all agreements with subcontractors, and others engaged in this project, will be submitted to CITY for review. Q. CITY'S RIGHT TO REVISE SPECIFICATIONS. The CITY reserves the right to at any time during the term of the contract to change the amounts and types of insurance required by giving the CONSULTANT ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONSULTANT, the CITY and CONSULTANT may renegotiate the CONSULTANT'S compensation. R. SELF-INSURED RETENTIONS. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administrative, and defense expenses within the retention through confirmation from the underwriter. S. TIMELY NOTICE OF CLAIMS. CONSULTANT shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT'S performance under this agreement, and that involve or may involve coverage under any of the required liability policies. T. ADDITIONAL INSURANCE. CONSULTANT shall also procure and maintain, at this own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 21. NON-DISCRIMINATION. CONSULTANT shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, Professional Services contract -13- Over $50,000 12/2025 Form 4923-0664-0215 v I marital status, sex, age, or sexual orientation in the performance of this AGREEMENT and shall comply with the provisions of the California Fair Employment and Housing Act as set forth in Part 2.8 of Division 3, Title 2 of the California Government Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and all amendments thereto; Executive Order 11246; and all administrative rules and regulations issued pursuant to such acts and order. 22. UNAUTHORIZED ALIENS. CONSULTANT hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 USCA 1101, et seq.), as amended; and, in connection therewith, shall not employ unauthorized aliens as defined therein. Should CONSULTANT so employ such unauthorized aliens for the performance of work and/or services covered by this AGREEMENT, and should the Federal Government impose sanctions against the CITY for such use of unauthorized aliens, CONSULTANT hereby agrees to, and shall, reimburse CITY for the cost of all such sanctions imposed, together with any and all costs, including attorney's fees, incurred by the CITY in connection therewith. 23. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 24. WAIVER. Waiver by any party hereto of any term, condition, or covenant of this AGREEMENT shall not constitute the waiver of any other term, condition or covenant hereof. 25. ATTORNEY'S FEES. If litigation is reasonably required to enforce or interpret the provisions of this AGREEMENT, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees, in addition to any other relief to which it may be entitled. 26. BINDING EFFECT. This AGREEMENT shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 27. PROVISIONS, CUMULATIVE. The provisions of this AGREEMENT are cumulative and in addition to and not in limitation of any rights or remedies available to CITY. 28. NO PRESUMPTION RE: DRAFTER. The parties acknowledge and agree that the terms and provisions of this AGREEMENT have been negotiated and discussed between the parties and their attorneys, and this AGREEMENT reflects their mutual AGREEMENT regarding the same. Because of the nature of such negotiations and discussions it would be inappropriate to deem any party to be the drafter of this AGREEMENT; and, therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter, shall be applicable in interpreting or enforcing this AGREEMENT. 29. ASSISTANCE OF COUNSEL. Each party to this AGREEMENT warrants to each other party as follows: Professional Services contract -14- Over $50,000 12/2025 Form 4923-0664-0215 v I A. That each party either had the assistance of counsel or had counsel available to it, in the negotiation for, and execution of, this AGREEMENT, and all related documents; and, B. That each party has lawfully authorized the execution of this AGREEMENT. 30. MODIFICATION. This AGREEMENT shall not be modified except by written agreement of the parties. 31. GOVERNING LAW. This AGREEMENT shall be interpreted and construed according to the laws of the State of California. 32. NOTICE. Whenever it shall be necessary for either party to serve notice on the other regarding this AGREEMENT, such notice may be furnished in writing by either party to the other and shall be served by personal service as required in judicial proceedings or by certified mail, postage prepaid, return receipt requested, addressed to the parties as follows: CITY: Bryan Chua, Director of Finance City of Rosemead 8838 East Valley Boulevard Rosemead CA 91770 Tel: (626) 569-2146 Email: bchua@rosemeadca.gov CONSULTANT: Acorn Technology Services 3546 Concours Street, Suite 125 Ontario, CA 91764 Attn: Craig Wolynez Tel: 951)951)3500 Email: cwolynez@acorntechservices.com Notice will be deemed effective on the date personally delivered or transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 33. FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts shall include, but not be limited to, acts of God, fire, flood, earthquake, or other natural disaster, nuclear accident, explosion, war, terrorist attack, embargo, strike, lockout, riot, freight embargo, public regulated utility, or government statutes or regulations superimposed Professional Services contract Over $50,000 1212025 Form 4923-0664-0215 v I after the fact. Notwithstanding the foregoing, this provision shall only have effect if written notice of the force majeure event is given by the party claiming such excuse for delay within ten days of the commencement of such event. 34. ELECTRONIC TRANSMISSION OF AGREEMENT AND SIGNATURE. The Parties agree that this AGREEMENT may be signed and transmitted by electronic mail by either/any or both/all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. 35. RECORD AUDIT. In accordance with Government Code section 8546.7, records of both the CITY and the CONSULTANT shall be subject to examination and audit by the CITY for a period of three (3) years after final payment. [SIGNATURES ON NEXT PAGE] Professional Services contract _16_ Over $50,000 12/2025 Form 4923-0664-0215 v 1 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on its effective date by their respective officers duly authorized on their behalf. CITY OF ROSEMEAD CONSULTANT [Acorn Technology Services] I&( --Tax PayerlD: 87-4541758 Ben Kim, Ci anager D to ATTEST: —�w — Ericka ernandez, City Clerk APPROVED AS TO FORM: Print Name: Craig Wolynez Title: CEO 20Z4 (President, VP) Date Signature Ra682% 1 mant� City Attorney Professional Services contract _17_ Over $50,000 12/2025 Form 4923-0661-0211 v Exhibit A Proposal Professional Services contract -18- Over 1$_Over $50,000 12/2025 Form 4923-0664-0215 v I .,� fie• • • feel? - _ .•. • •_ • •0r• '1 =ORMATION ;CHNOLOGY INAC;FD • , N.- .,� fie• • • feel? - _ .•. • •_ • •0r• '1 =ORMATION ;CHNOLOGY INAC;FD SFF acorn IT SERVICES �OSEMEAD EXECUTIVE SUMMARY -------------------- We appreciate the City of Rosemead reaching back out to Acorn Technology Services and are excited to partner with the City. For details on the below services, please reference the attached file, 'Acorn RFP Response.pdf' that was submitted in the fall of 2024. INCLUDED SERVICES - Full Time, dedicated 40 hour/week, CJIS Certified On -Site Resource - 24x7x365 Helpdesk Services to support o 101 Desktops/Laptops o 66 Tablets - 24x7x365 Server Support o Up to 12 Servers o UIS Certified Engineers - 24x7x365 Network Support o Up to 4 Firewalls o Up to 10 Switches o Up to 10 Wireless Access Points - 24x7x365 SOC Services (Security Operations Center) o Monitoring/Response/Remediation for Cyber alerts o Anti-virus Management (licensing not included) o EDR/MDR Management (licensing not included) - Strategic Services including o Annual Budgeting 0 1 Time Cybersecurity Assessment o Annual Asset Assessment o Annual Alignment Report o Bi -Weekly or Monthly check-in meetings o Live SLA/Ticketing Portal o Live Infrastructure Management Portal O951-784-3500 v info@acorntechservices.com O 1960 Chicago Ave. Suite E9 Riverside, CA 92507 acorn IT SERVICES PE'� OS..... Monthly Pricing Pricing below includes: - Unlimited Support For the number of devices below - Unlimited Onsite Support as needed - Unlimited After -Hours Support as needed - Pricing does not include projects, eg. Cloud Migrations, Network Refresh, etc. • Project Rate: $175/Hour UO Er C ✓ O Q Q Q E O N U Quallft Price Tow Desktops/Laptops 101 $55 $5,555 MDCs 0 $35 $0 Tablets 66 $15 $990 Servers: Physical 12 $200 $2,400 Servers: Virtual 0 $200 $0 SAN/NAS $200 $0 Firewalls 4 $100 $400 Switches 10 $50 $500 WAP (Wireless Access Points) 10 $25 $250 0365 Support Yes $300 $300 Full Time Employee 1 $6,000 $6,000 Subtotal $16,395 Discount -$1,700.00 Total $14,695.00 O951-784-3500 * info@acorntechservices.com O 1960 Chicago Ave. Suite E9 Riverside, CA 92507 acorn IT SERVICES 11. COE EAD 3 -Year Pricing To maintain onsite talent, Acorn will apply a 4% annual CPI increase to cover the costs of salary increases and incentives. As such, the rate schedule will be as follows: Year Monthly Rate Annual Rate Year 1 $14,695.00 $176,340.00 Year 2 $15,282.80 $183,393.60 Year 3 $15,894.11 $190,729.34 Total $550,462.94 O951-784-3500 O info@acomtechservices.com O 1960 Chicago Ave. Suite E9 Riverside, CA 92507 aaOOV;o sllJew peja4sl6ei ade o6ol pue aweu aaoov au Irmz[a]IVFDr- P161OXaF[•NYL7S1t.4a:Tylia] 'SNOISIAOMd A3110d 31-11 HAM 3ONV011033V NI MHEIAI130 30 TIM 30110N 'd03M3141 31VO NOl1VMIdX3 31-11 3110:38 a3T33NV3 38 S313110d 038IHOSM 3AOSV 3H1:0 ANtl a1nOHS (£omoz) 9z aaoov OLL1,6 V3'Peawasoa pJenalnog A9118A Ise3 9£89 OV3W3SOa dO AlIO 'JagAO asuodsaa goeadg pue PV In]6uOJM MJOMieN 19 BIB(] 'PV In;6uOJM elpalnl yoV ln;6uoJM saoi"OS leu01sseJ0Jd +g goal Jol sluawaw6e 6uunsul se4 aomnsul su01sslw0 g wOA3 aq1 (pwlnbei sl eaetla uowJl PeyaeNe eq Aew'elnpaya5 s3�eweM LeuodlppV'LOL aM00tl) S3I01H3n/SNOILVOOIISNOII"3d AONOI1dIM0S3a 000'000'Z$ ale6w66V 000'Z$ w1e13 4oe3 9Zommo 9Z0Z/Lo/8o LZ0/6MVZ008LL8 99LOV 3V0 aouednsul uo$I!weH a M3an9N1 990£1 03SNIIIa 'VM3MnSN1 wuelnsul su01ss1w0 pue SJOJJ3 g 000'000'1. $ 116I1 A0II0d-3SV3S10 "1'3 9ZOZ/LO/90 SZOZ/LO/90 9,£L000Mld '11301OH 31V31:111130 3Hl ON V '113Of10ONd NO 3Al1V1N3S3Nd311 03ZI110Hinv '(S)113mnSNl ONIf1SSl 3H1 N33M136 L3V111NO3 V 31f11ilSNOO LON 5300 9ONvmnSNl :O 31V31:111133 SIH! 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HOIHM 01133dS3b HIM 1N3Wn000 83H10 NO 10Vg1N00 ANV d0 NO11ION00 NO Wa31'1N3VUNm038 ANtl ONIONV1SH11MLON O31tl01(1NI (1ON3d A0I10d 31-11 HOd 3AO8V 03V4VN 03'dnSNl 3H1 01 03nSSl N338 3AVH M0138 (131911 30NVdnSNI :O S3I0II0d 3Hl 1VHl AAU833 Ol SI SIH! :1138wf1N NOISIA311 :u38wf]N 31V01di11130 S3OVH3AO0 : j umnsNl L09Z6 VO'eplsJanla Co al!nS Pus 63 apS aAV o6eolg0 096L soolmag 46olouLloel wooV eqp 011 A6olouyoal n0 03ansN1 3 H3MnSNl a M3MnSNl o MganSNl 99LOV 3V0 aouednsul uo$I!weH a M3an9N1 990£1 03SNIIIa 'VM3MnSN1 SEOE, OIgo'lelue3 Simal 8sudJaW3 009-969 dnw0 6ullum/apu0 >Isa A6olouyoal 6wyoel M3ana0Md #OWN 30"3n03 ONIOMOjjtl eu3MnSN1 woo 6wyo9j@g9!le> :SS3HGGVanu0 6ELZ-988-,1.9 'eN zyj 9999'Z,9-,1.9 3NOHd uey6neg a!le>l IOVMON, •(s)4uawasiopus dons ;o nail ul 1913104 8403MV93 844 04 s4461J J84u03 lou seop 8183LAIJ00 s144 uo ivawaleis V -luswasJopua ue eJlnbei Aew sepilod uleYeo'Aollod 944;o suo!i1puo3 pue sw 94 ayi of ioefgns'03AIVM SI Nouvoomens H -pas opus eq Jo suolslnold a3unSNl 1VNoiiiaaV ane4 lsnw (sel)Aollod eLii'a311f1SNl 1VNOIlIaaV ue sl Je13lo4 8483!!V� 843;1 :1NV1110dW1 '11301OH 31V31:111130 3Hl ON V '113Of10ONd NO 3Al1V1N3S3Nd311 03ZI110Hinv '(S)113mnSNl ONIf1SSl 3H1 N33M136 L3V111NO3 V 31f11ilSNOO LON 5300 9ONvmnSNl :O 31V31:111133 SIH! 'MO138 S310110d 3H1 A8 a3a110ddV 3OV113AOO 31-11 H311V 110 aN3. X3 'aN3WV A13AIIV03N NO A13Al1VW111:3V LON 5300 31VOI:111133 SIHl'N3alOH 31VOId111133 3Hl NOdn S1HOIN ON SH3:1400 ONV A1NO NOI1VW110:NI :o 11311VW V SV a3f1SSi SI 31V31:111130 SIH! szoz/so/,o (AAAAIaOnYW) 31va 33NvmnSN1 A11118H11 =10 31V31e111M33 0 L ACOR& CERTIFICATE OF LIABILITY INSURANCE oa/06//2026 Y) DATE 1ozs THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(tes) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER techru9 Technology Risk Underwriting Group 596-600 Enterprise Drive NAME: Katie Baughan PHONE 61a-642$666 FAX 614$88-2739 uc N.I: E4AULADDRESS: G 9 ADDRESS katieb techm com INSURERS AFFORDING COVERAGE NAICO Lewis Center, Ohio 43035 INSURER A: RLI INS CO 13056 06/01/2025 INSURED CU Technology LLC dba Acorn Technology Services INSURER B: Hamilton Insurance DAC A0765 INSURER C: 1960 Chicago Ave. Suite E9 and Suite C3 Riverside, CA 92507 INSURER 0: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE LTRIN-%n ADOL SUER WYD NUMBER POLICPOLICY MINING EFF MMIDO UPLIMITS A $/ I COMMERCIAL GENERAL LIABILITY Y PTB0001949 06/01/2025 06/01/2026 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE I/OCCUR ATl PREM SES Ea o¢Tu elrce $ 1000,000 MED UP (Any one person) $ 10,000 PERSONAL& ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGO $ 4,000,000 ✓ POLICY PRO LOC JECT $ OTHER: A AUTOMOBILE LIABILITY PTA0001217 06/012025 06/01/2026 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident BODILY INJURY (Per penton) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY _ AUTOS BODILY INJURY (Par acdtlent) $ PROPERTY DAMAGE $ Per accident ✓ HIRED ✓ NON-0WNEO AUTOS ONLY AUTOS ONLY UMBRELLA QAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE $ j/ PER OTH- ER DEO RETENTION$ A WORKERS COMPENSATION ANDEMPLOYERS'LIABILITYSTATUTE ANYPROPRIETORIPARTNERECUTNE Y7 /EX PTW0001346 06/01/2025 06/01/2026 E.L. EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) N/A E.L. DISEASE - EA EMPLOYEE It 1,000,000 H yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 B Errors and Omissions Insurance 811800241929/027 06/012025 06/01/2026 Each Claim $2,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, AddMonal Remarks Schedule, may be attached if more space Is required) The Errors & Omissions Insurance has insuring agreements for Tech & Professional Services Wrongful Act, Media Wrongful Act, Data & Network Wrongful Act and Breach Response "Cyber,. is an additional insured per the terms of the scheduled endorsement with respect to the General Liability policy (Form PPB 304G 04 13) A 30 Day Notice of Cancellation applies per scheduled endowment rFRTIFICATF HOI DER CANCELLATION ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 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. 8838 East Valley Boulevard AUTHORIZED REPRESENTATIVE Rosemead, CA 91770 ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: PTB0001949 RLI Insurance Company Named Insured: CU Technology LLC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS SCHEDULED ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM — SECTION II — LIABILITY Schedule Name of Person(s) or Organization(s): CITY OF ROSEMEAD 8838 East Valley Boulevard Rosemead, CA 91770 1. SECTION II C. Who Is An Insured is amended to include as an additional insured the person or organization shown in the schedule above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply to the rendering of or failure to render any professional services. b. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION 11 — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy 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 additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K.2 Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO SECTION I — PROPERTY AND SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 313G 04 13 Page 1 of 1