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2200 - Max Power Technology - Information Technology (IT) Management ServicesPROFESSIONAL SERVICES AGREEMENT INFORMATION TECHNOLOGY MANAGEMENT SERVICES (MAX POWER TECHNOLOGY LLC) PARTIES AND DATE. This Agreement is made and entered into this 1011' of December, 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 MAX POWER TECHNOLOGY LLC with its principal place of business at 2646 Palma Drive. Suite 155. Ventura, CA 93003 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant 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. Consultant represents that it is experienced in providing INFORMATION TECHNOLOGY MANAGEMENT SERVICES to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render INFORMATION TECHNOLOGY MANAGEMENT SERVICES ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the INFORMATION TECHNOLOGY MANAGEMENT services necessary for the City, 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 three-year time period from effective date with the option for two, one-year extensions at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement, and shall meet any other established schedules and deadlines. Page 1 of 13 3.2 Responsibilities of Consultant 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant 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. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant 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 Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant 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, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. 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 Consultant 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. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best 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: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally Page 2 of 13 required to perform the 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, Consultant 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 Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all 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 by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant 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 Consultant 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 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. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed four -hundred fifty three thousand nine hundred and sixty dollars ($453,960) for the three year term. 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. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. 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 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant 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 Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, at seq., as well as California Code of Regulations, Title 8, Section 1600, at 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, Consultant agrees to fully comply Page 3 of 13 with such Prevailing Wage Laws. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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 Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant 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: CONSULTANT: Max Power Technology LLC 2646 Palma Drive. Suite 155 Ventura, CA 93003 Attn: Jairo E. Tzunun Tel (8001506-8107 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Citv Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after 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, Page 4 of 13 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 Consultant under this Agreement ("Documents & Data"). Consultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement 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 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant 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 Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant 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, 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. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties Page 5 of 13 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 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants 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: Consultant 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 Consultant include all personnel, employees, agents, and subcontractors of Consultant, 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. 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: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants 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. Page 6 of 13 3.5.19 Equal Opportunity Employment: Consultant 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. Consultant 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, Consultant 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: Consultant 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. 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: Consultant 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] Page 7 of 13 CITY OF ROSEMEAD Ben Kim, 0 onager Affe —Ericka Hgxnandez, City Clerk Approved as to Form: ;A— man City Attorney CONSULTANT ate _ Name: �.a/i �� �L1nur] Title: C4 to [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Page 8 of 13 By: Name: Title: EXHIBIT A PROPOSAL FOR SERVICES/RATE SCHEDULE/RESUME Page 9 of 13 PROPOSED WORK PLAN Comprehensive Service Plan for the City of Rosemead Max Power Technology's proposed service plan is designed to fully meet the City of Rosemead's IT objectives by delivering seamless, secure, and efficient support across all aspects of the City's IT infrastructure. We understand that the City requires a dependable IT partner capable of maintaining operations, securing sensitive data, and improving the efficiency of both staff and public services. Our team is fully prepared to provide the technical expertise, responsive support, and innovative solutions necessary to address the City's unique IT requirements. Understanding of the City's Objectives and Requirements The City of Rosemead needs comprehensive IT management services that ensure the reliable performance of its network, servers, and desktop environments. Additionally, the City requires robust cybersecurity measures, a structured backup and disaster recovery plan, and responsive help desk support to address day-to-day technical issues. Max Power Technology's work plan will address these needs by offering proactive monitoring, real-time troubleshooting, and strategic IT planning. Furthermore, our team will assist in long-term technology forecasting and help the City make informed decisions about future infrastructure upgrades and expansions. Proposed Approach to Service Delivery Max Power Technology's approach centers around proactive management and real-time support. Our service model is based on preventing issues before they arise, optimizing system performance, and minimizing downtime. The following is a detailed outline of the services we will provide: 1. Dedicated On -Site Support Technician We will assign a highly skilled on-site support technician who will work according to the City's 4-10 schedule (Monday -Thursday, 7:00 AM to 6:00 PM). This technician will be responsible for all day-to-day IT operations, including desktop support, network management, system troubleshooting, and routine maintenance. On designated Fridays or after-hours, the technician will be available for scheduled system upgrades, server maintenance, and other planned activities that require downtime. Additionally, our technician will be on standby for urgent after-hours support if required. PROPOSED WORK PLAN 2. Network and Security Management Max Power Technology will handle the management of the City's network infrastructure, including routers, firewalls, switches, and wireless access points. Our team will also provide continuous cybersecurity monitoring, ensuring that firewalls are properly configured, security patches are regularly applied, and any unusual network activity is quickly identified and mitigated. Real-time threat detection and intrusion prevention will be implemented to protect the City's data from external threats. 3. Backup and Disaster Recovery Ensuring the integrity and availability of the City's data is one of our top priorities. We will manage the City's backup systems and disaster recovery processes, performing regular backups and monitoring the success of each operation. In the event of an emergency or system failure, we will execute disaster recovery procedures to restore critical systems and minimize data loss. Our goal is to ensure that the City's operations can continue without significant disruption, even in the face of unexpected events. 4. Help Desk and Remote Support Max PowerTechnology will provide help desk services for City staff, responding to IT issues reported in person, via phone, or through email. Our support team will ensure that technical problems are resolved quickly and efficiently, and we will keep detailed records of all service requests to identify recurring issues that may require broader solutions. Remote support will be available during and after business hours, with an emergency hotline providing access to technicians in the event of critical issues that occur outside of normal working hours. 5. AI -Powered Solution As part of our commitment to innovation, we propose the implementation of an artificial intelligence -powered tool designed to enhance information access for both staff and constituents. We are partnering to bring this solution to the city fully custom to City's needs. By integrating our Al powered solution into the City's systems, we will enable faster, more accurate responses to public inquiries, allowing residents to access information such as building codes, permits, and city services without the need to interact directly with staff.This innovation will streamline information sharing, reduce the burden on City personnel, and improve overall public service. CAPABILITY TO DELIVER ON WORK PLAN Past Performance with the City of Rosemead (2021-2023) Max Power Technology's approach to IT service delivery for the City of Rosemead is built on a strong understanding of the City's operational needs and long-term objectives. Between 2021 and 2023, our team successfully completed several key projects designed to modernize and enhance the City's IT infrastructure. These efforts reflect our ability to provide targeted solutions that improve security, efficiency, and scalability, ensuring that the City's technology environment remains future -proof and capable of supporting growth. One of the primary focuses during this period was the strengthening of network security. By addressing vulnerabilities within the City's network infrastructure, we helped ensure the continuity of operations while mitigating the risk of data breaches and cyber threats. These efforts were essential in creating a secure foundation for the City's digital assets. Additionally, significant upgrades were made to the City's network infrastructure. These improvements were aimed at boosting performance, enhancing connectivity, and laying the groundwork for future scalability. By optimizing network components, we ensured that the City could meet both current and future demands with greater efficiency. To further support the City's objectives, we modernized server hardware and operating systems, improving the reliability and security of the City's IT systems. These enhancements minimized downtime and reduced the likelihood of technical failures, ultimately contributing to more stable operations across City departments. Recognizing the importance of effective communication within the City, we also upgraded the VoIP phone system to improve internal and external communication capabilities. This upgrade allowed for clearer, more reliable communication across departments, supporting the City's commitment to operational efficiency In addition to technical improvements, Max Power Technology implemented a cybersecurity training program to increase employee awareness around emerging threats. This program reinforced the importance of proactive security measures and equipped City staff with the knowledge to mitigate risks associated with day-to-day operations. Lastly, physical security upgrades were also a priority, with improvements made to video surveillance and access control systems. These upgrades strengthened the City's ability to monitor and control access to its facilities, ensuring the safety of both personnel and assets. U AX ISO CR TCCH�i�Lt���+ STAFFING APPROACH TO PERFORM SCOPE OF SERVICES 0 https.Ilmaxpowertechnology.com/ NETWORK ADMINISTRATION AND SYSTEMS SUPPORT Overview Max Power Technology's network administration and systems support services are designed to ensure that the City of Rosemead's network operates seamlessly, with minimal downtime, and that any issues are addressed promptly and effectively. Our technicians will provide the technical expertise required to maintain a stable, efficient, and secure IT environment for the City. We understand that the demands of managing the City's network require both routine maintenance and the ability to respond quickly to unforeseen issues, which is why our approach is both proactive and flexible. Network Equipment Maintenance We will work in collaboration with TPX for the ongoing maintenance of all City network equipment, including switches, firewalls, routers, and the IP phone system. These systems are critical to the day-to-day operations of the City, and their reliability is essential to maintaining smooth operations across all departments. Our support team will monitor these devices to ensure they are functioning optimally, addressing any performance issues as they arise. Routine maintenance, including version updates and firmware patches, will be scheduled during designated downtime windows, such as on Fridays when City Hall is closed, to minimize disruptions to City services. In addition to the core network devices, Max Power Technology will ensure the proper operation and security of other critical security devices within the network. This includes ensuring that firewalls are configured correctly, monitoring for any signs of intrusion or attack, and implementing appropriate countermeasures to protect the City's data and IT resources. Backup and Disaster Recovery Systems One of our highest priorities is maintaining the integrity of the City's data through comprehensive backup and disaster recovery systems. we will manage the backup of all City data, ensuring that backups are conducted regularly and that they are securely stored. We will also perform routine tests of the disaster recovery system to confirm that data can be restored quickly and reliably in the event of a failure or incident. Our disaster recovery plans will be tailored to the specific needs of the City, ensuring that critical systems can be brought back online with minimal downtime. NETWORK ADMINISTRATION AND SYSTEMS SUPPORT Peripheral Devices and Software Maintenance Max Power Technology will also manage the installation and maintenance of printers, copiers, scanners, and other peripheral devices throughout the City.This includes setting up new devices, troubleshooting issues, and ensuring that devices are integrated into the City's network efficiently. In addition, we will maintain group policy settings, keeping them aligned with the City's operational needs, and ensure that software updates are applied as necessary. A comprehensive citywide network diagram will be maintained and regularly updated to provide a clear overview of the City's IT infrastructure. Network Performance Monitoring and Diagnostics To ensure optimal performance, Max Power Technology will conduct continuous network and network device performance monitoring. We will monitor key metrics such as bandwidth usage, latency, and device performance to identify any issues that could impact network efficiency. Through diagnostics and tuning, we will proactively address performance bottlenecks before they affect City operations. This will also include monitoring server capacity to ensure that the City's systems are not overtaxed and can handle the expected workload. In addition to real-time performance monitoring, we will perform regular network and device configuration reviews.This ensures that the configurations are up-to-date and in line with both security best practices and the City's operational requirements. Our team will manage all configuration records, providing an audit trail of changes and updates to ensure transparency and accountability. Server and Software Maintenance Maintaining the server operating systems is critical to ensuring the stability and security of the City's IT infrastructure. Max Power Technology will be responsible for applying OS configuration changes and version updates to ensure the latest security patches are in place. We will also manage anti-malware software across all City devices, ensuring that the software is up-to-date and that the network is protected against emerging threats. By maintaining strong security protocols across all servers and endpoints, we will minimize the risk of malware infections and ensure the integrity of the City's systems. [L4 NETWORK ADMINISTRATION AND SYSTEMS SUPPORT Coordination with Other City Service Providers Max PowerTechnology understands that the City of Rosemead relies on multiple service providers for its operations, and we are committed to working in coordination with other City contractors and departments. Whether the issue is related to software integration, network performance, or service disruptions, our technicians will collaborate closely with other vendors and City personnel to ensure that all systems work seamlessly together. This cooperation is essential for maintaining the overall functionality of the City's IT environment. Troubleshooting and Problem Resolution One of the core aspects of network administration is the troubleshooting and resolution of network communication problems. Max PowerTechnology will provide fast and effective responses to any network issues reported through the IT Help Desk or identified by our technicians during routine monitoring. Our team is trained to diagnose and resolve issues ranging from connectivity problems to hardware malfunctions, ensuring minimal downtime for City staff. We understand the importance of maintaining a reliable network, and our focus is on resolving issues swiftly so that City services can continue without disruption. Conclusion Max Power Technology's approach to network administration and systems support is comprehensive and proactive, ensuring that the City's IT infrastructure remains efficient, secure, and adaptable to future growth. By managing all aspects of the network, from performance monitoring to disaster recovery, we will provide the technical expertise needed to support the City of Rosemead's mission -critical operations. Our commitment to flexibility, collaboration, and responsive problem -solving makes Max PowerTechnology the ideal partner for the City's IT needs. DESKTOP SUPPORT - COMPREHENSIVE SERVICE DELIVERY Max Power Technology's desktop support services for the City of Rosemead will be delivered by highly trained, professional technicians who are dedicated to resolving client/caller-generated trouble calls efficiently and effectively. The support technicians will handle day-to-day IT challenges, while also assisting with more complex tasks such as hardware and software installations, troubleshooting, and inventory management. Our approach is to ensure that users receive fast, reliable support to minimize disruptions to their work while maintaining the City's IT infrastructure in optimal condition. Help Desk Support for Problem Resolution One of the core responsibilities of our IT Support Analysts will be to provide prompt and effective Help Desk support. Whether issues are reported in-person, via telephone, or by email, our technicians are trained to respond swiftly and professionally. We understand that downtime can negatively impact City operations, so we emphasize speedy diagnosis and resolution of all issues. Our Help Desk will cover a wide range of tasks, including: • Resolving technical issues with desktops, laptops, printers, and other peripherals. • Installing, upgrading, and troubleshooting both operating systems and application software. • Handling requests for new hardware or software installations. • Ensuring that software and firmware are kept up-to-date, maintaining compatibility and security across all devices. • By leveraging our expertise, Max Power Technology will ensure that all City staff are equipped with the tools they need to perform their duties effectively, without being hindered by IT problems. Timely Response and Prioritization Our technicians are trained to respond to support requests according to pre -established priority levels. This structured approach ensures that critical issues receive immediate attention while routine or low -priority tasks are handled promptly. For example, if a server or network issue affects a large number of users, it will be escalated and addressed before minor software upgrades on individual machines. 16 DESKTOP SUPPORT - COMPREHENSIVE SERVICE DELIVERY Each incoming support request is categorized and prioritized as follows: • Priority 1 (Critical): System -wide outages, major security breaches, or network failures affecting multiple users or departments. • Priority 2 (High): Individual hardware failures, issues with City Council meeting systems, or significant software malfunctions that prevent users from performing critical tasks. • Priority 3 (Moderate): Non -urgent software installations or upgrades, printer troubleshooting, or user -specific hardware issues that do not prevent the performance of essential tasks. • Priority 4 (Low): Routine software updates, non-critical user requests, or low -impact troubleshooting. This tiered system enables us to manage workload effectively while ensuring critical issues are resolved without delay. User -Friendly Communication Effective communication is essential in technical support, particularly when interacting with non-technical users. Our technicians are not only experts in IT systems but are also skilled at communicating in a clear, non-technical manner. When resolving issues, technicians will: Provide step-by-step guidance to users on how to resolve common issues themselves, when appropriate, empowering City staff to handle minor problems independently in the future. Explain technical concepts and solutions in plain language, ensuring users understand the cause of the issue and how it was resolved, avoiding unnecessary confusion or frustration. Offer proactive advice on how to avoid similar issues in the future, particularly when it comes to cybersecurity threats like phishing or malware. By maintaining an open and user-friendly line of communication, Max Power Technology ensures that every City staff member feels supported, informed, and confident in their interactions with our IT team. DESKTOP SUPPORT - COMPREHENSIVE SERVICE DELIVERY Tracking and Reporting To ensure accountability and transparency, our technicians will utilize a comprehensive ticketing system to track all incoming Help Desk requests. This system allows us to: • Monitor the status of each request from the moment it is submitted until the issue is fully resolved, ensuring no request falls through the cracks. • Generate monthly reports detailing Help Desk activity, which will be shared with the City's IT overseer. These reports will provide insights into common issues, response times, resolution rates, and areas for improvement. • Identify patterns or recurring issues that may signal a need for broader systemic upgrades or additional user training. • By tracking and analyzing Help Desk activity, Max Power Technology can continuously improve service delivery, ensuring the City's IT environment remains efficient and reliable. Hardware and Software Support Beyond troubleshooting and resolving technical issues, Max Power Technology technicians will play a critical role in assisting City personnel with hardware and software purchases. We will provide expert recommendations based on the City's needs, ensuring compatibility with existing systems and future scalability. This includes: Advising on hardware procurement for new PCs, printers, servers, or specialized equipment, ensuring that all purchases align with the City's technology strategy. Managing warranties and handling all technical support inquiries related to hardware or software purchased for City operations, reducing administrative burden on City staff. Whether it involves upgrading desktops, installing new software, or assisting with procurement, our technicians will ensure that the City's technology infrastructure is up-to-date, fully operational, and designed to support long-term goals. Conclusion Max Power Technology's desktop support services are designed to ensure a responsive, efficient, and user-friendly experience for the City of Rosemead. By offering a comprehensive approach to IT troubleshooting, installations, and ongoing technical support, we will keep City systems running smoothly and provide City staff with the tools and knowledge they need to perform their roles effectively. Our combination of technical expertise, proactive problem -solving, and clear communication will make Max Power Technology a trusted and valuable partner in managing the City's IT infrastructure. SECURITY ADMINISTRATION SUPPORT Overview Max Power Technology is committed to maintaining the highest level of security administration for the City of Rosemead's network and IT resources, in strict adherence to both industry best practices and the City's own policies. Our security administration support is designed to ensure that the City's network remains resilient against evolving cyber threats, while also providing continuous monitoring and rapid response to any potential breaches. Administration of Network User Access Rights One of the fundamental aspects of security administration is managing user access rights. Max Power Technology will work closely with City leadership to ensure that all access rights are configured in alignment with City policy. Our technicians will handle the creation, modification, and removal of user accounts in accordance with approval from the City. By controlling access based on job roles and responsibilities, we will ensure that only authorized personnel have access to sensitive systems and data, thereby minimizing the risk of internal security threats. This role -based access control will be reviewed regularly to ensure compliance with the City's evolving organizational structure. Administration of Global and Group Security Policies In addition to managing individual user access, Max Power Technology will oversee the administration of global and group security policies. Working in conjunction with City leadership, we will implement and enforce policies that protect the network on a broader scale, such as password complexity requirements, session timeouts, and restrictions on unauthorized devices. These policies will be adjusted as needed to respond to new security challenges and to maintain compliance with industry standards. Our team will ensure that these policies are applied consistently across all user groups and systems to maintain uniform protection throughout the City's IT environment. Wireless Access Point Scans for PCI Compliance Maintaining compliance with regulatory requirements is a key part of security administration. Max Power Technology will conduct scans of wireless access points to ensure that the City's network complies with the Payment Card Industry Data Security Standards (PCI DSS). These scans will help identify any unauthorized or rogue access points that could compromise the security of the network. Our team will document all findings and take immediate corrective actions if vulnerabilities are identified, ensuring that the City maintains its PCI compliance and protects its financial transactions from potential breaches. SECURITY ADMINISTRATION SUPPORT Network, Device, and System Security Administration Max PowerTechnology will provide comprehensive network, device, and system security administration, ensuring that all elements of the City's IT infrastructure are protected. This includes maintaining detailed records of all security configurations, documenting changes to security settings, and regularly reviewing network architecture for vulnerabilities. By keeping a meticulous log of all activities and configurations, we will provide a clear audit trail that can be referenced for both internal and external security reviews. This thorough approach will ensure that the City's network remains secure from both external and internal threats. Monitoring for Intrusion Attempts and Threats Continuous monitoring for intrusion attempts, attacks, viruses, and other cyber threats is critical to maintaining a secure network. Max PowerTechnology will implement real-time monitoring systems that detect suspicious activities, such as unauthorized access attempts, malware infections, and abnormal network traffic patterns. Our security specialists will respond to these alerts by conducting thorough investigations to determine the nature of the threat and implementing countermeasures to neutralize it. We will also provide regular updates to City personnel on the state of the network's security, ensuring that they are kept informed of any emerging risks or ongoing incidents. Firewall Configuration and Maintenance Effective firewall configuration is one of the first lines of defense against external attacks. Max PowerTechnology will ensure that the City's firewalls are properly configured to block unauthorized access, prevent data breaches, and restrict traffic to approved IP addresses and ports. We will also manage firewall version updates and patches, ensuring that the latest security protocols are in place. Regular reviews of firewall rules will be conducted to confirm that they are aligned with the City's security policies and operational needs, and adjustments will be made as necessary to address new threats or changing conditions. SECURITY ADMINISTRATION SUPPORT Security Patching for Servers, Workstations, and Appliances Keeping servers, workstations, and network appliances up to date with security patches is essential to mitigating vulnerabilities that could be exploited by cybercriminals. Max Power Technology will maintain a strict schedule for applying patches and updates to all systems within the City's IT infrastructure. Our team will monitor the release of critical updates from software and hardware vendors, testing them for compatibility before deploying them across the network. By staying ahead of emerging threats and ensuring that all systems are protected with the latest security measures, we will help safeguard the City's IT environment from known vulnerabilities. Immediate Notification of Security Breaches In the event of a suspected security breach, Max Power Technology will immediately notify designated City personnel, following an established incident response protocol. We will provide detailed information about the nature of the breach, the systems affected, and the immediate steps being taken to contain and resolve the issue. Our goal is to minimize any potential damage to the City's systems while maintaining open communication to ensure that all stakeholders are informed and involved in the response effort. In addition, we will conduct a post -incident review to identify root causes and implement preventive measures to reduce the likelihood of future breaches. Conclusion Through a combination of proactive monitoring, meticulous administration of security policies, and real-time threat detection, Max Power Technology will maintain the integrity of the City of Rosemead's IT infrastructure. By adhering to industry best practices and maintaining close collaboration with City personnel, we will ensure that the City's network and IT resources are protected against both current and emerging security threats. UaK 1pom(MQ TECHNOLOGY STAFFING PLAN https.-Ilmaxpowertechnology.com/ PHASE 1 - ESTABLISH IT OPERATIONS Establishing Core IT Operations In the initial phase of the contract, Max PowerTechnology will focus on establishing a stable and efficient IT environment for the City of Rosemead, ensuring a smooth transition into full service. This phase is dedicated to meeting the immediate operational needs of the City while laying the groundwork for long-term success. Under the direction of the City Manager and Assistant City Manager, Max Power Technology will be responsible for all facets of IT operations, ensuring continuity, security, and efficiency. On -Site Full -Time IT Support Analyst One of the most critical components of our staffing plan is the deployment of a dedicated on-site full-time IT Support Analyst.This individual will be on-site from Monday through Thursday, working in accordance with the City's 4-10 schedule (7:00 a.m. to 6:00 p.m. with a one-hour lunch break).The technician will be responsible for managing the City's IT infrastructure, addressing day-to-day technical issues, and ensuring all systems are functioning optimally. Periodically, the IT Support Analyst will work on Fridays to perform routine server maintenance, scheduled upgrades, or downtime -sensitive projects.This flexibility ensures minimal disruption to City operations. Backup Staffing and Emergency Support To ensure there is no disruption to City operations in the event of an unexpected issue or planned project, Max PowerTechnology will provide backup staffing resources. These resources will be activated in the case of significant technical problems, staffing irregularities, or when upgrades and maintenance demand additional personnel. This ensures that the City's IT infrastructure remains secure and fully operational, even in challenging circumstances. As part of our commitment to reliable service, we will also provide a 24x7 support hotline for after-hours emergencies. If the City encounters an issue that requires immediate attention outside of regular hours, we will offer remote support, and if necessary, dispatch a technician to the site within two hours. Backup Plans and Documentation Ensuring data integrity and business continuity is of paramount importance to Max Power Technology. As part of this phase, we will develop and implement comprehensive backup plans for all active servers. These plans will include scheduled backups, redundancy protocols, and procedural documentation. PHASE 2 - MANAGEMENT, IMPLEMENTATION AND MAINTENANCE Management, Monitoring, and Strategic Support Following the successful establishment of core IT operations, the second phase of Max Power Technology's service plan for the City of Rosemead focuses on continuous management, monitoring, and the implementation of strategic IT practices. In this phase, we will enhance service oversight, provide robust technical support, and introduce initiatives that align the City's IT infrastructure with its long-term objectives. Account Management and Oversight To ensure consistent service delivery and strategic alignment with the City's goals, Max Power Technology will assign a dedicated Account Manager. This individual will be responsible for overseeing all IT operations and ensuring that the City's needs are met efficiently and effectively. The Account Manager will: Prepare monthly schedules for contract personnel, ensuring that the City's contracted hours are fully covered, including during emergency call -outs. Handle billing and administrative duties related to the contract, ensuring transparency and accuracy in all financial transactions. Organize regular meetings with the City's IT overseer, during which key performance metrics, outstanding issues, and upcoming projects will be discussed in detail.This regular engagement ensures that the City is always aware of the status of its IT environment and that any concerns are addressed promptly. In addition to day-to-day management, the Account Manager will play a critical role in long-term strategic planning. They will work closely with City leadership to ensure that technology initiatives are aligned with the City's broader objectives, and will make recommendations for improvements or upgrades as necessary. 24 PHASE 2 - MANAGEMENT, IMPLEMENTATION AND MAINTENANCE End -User Training and Support Max Power Technology understands that empowering City staff to use technology effectively is just as important as maintaining the infrastructure itself. As part of our service plan, we will provide end-user training on various technologies, as required. Training can be requested by the City or initiated by Max Power Technology when we identify a need.This proactive approach ensures that City staff are confident in using the systems they rely on, reducing the number of technical support requests and enhancing overall efficiency. Our training will cover a wide range of topics, including: Basic and advanced usage of the City's software systems. Cybersecurity best practices, ensuring that City employees understand how to protect sensitive information and avoid common security risks. New technology rollouts, ensuring a smooth transition whenever new hardware or software is introduced. Enforcement of IT Policies and Procedures Max Power Technology will take an active role in ensuring compliance with all City IT policies. Our team will regularly review the City's IT practices to ensure they adhere to established protocols and best practices, particularly in areas related to security and data management. As part of our role, we will: • Enforce access control policies to ensure only authorized individuals have access to sensitive systems and data. • Monitor user activities to identify and address any potential risks or non-compliance with IT policies. • Recommend policy updates when new technology or regulations emerge, ensuring the City's IT policies remain current and effective. In this phase, Max Power Technology focuses not only on maintaining the City's IT environment but also on empowering its staff, ensuring that every employee has the knowledge and tools necessary to maximize the benefits of the City's technology investments. This holistic approach ensures that both technical and human aspects of IT are addressed, creating a secure, efficient, and effective IT environment for all. PHASE 3 - IMPROVMENTS, REPORTING & LONG-TERM ALIGNMENT Continuous Improvement, Reporting, and Long -Term Strategic Alignment In the final phase of Max Power Technology's service plan, our focus shifts toward continuous improvement, detailed reporting, and long-term strategic alignment. This phase ensures that the City of Rosemead's IT infrastructure not only remains secure and efficient but also evolves to meet future demands. By leveraging regular audits, strategic planning, and transparent communication, Max Power Technology will drive operational excellence while staying closely aligned with the City's long-term goals. Continuous Service Improvement and Regular Reporting Max Power Technology is committed to delivering timely, professional, and effective services. To ensure the City's IT environment is always optimized, we will implement a framework for continuous service improvement. Our team will: • Work harmoniously with City staff and other contractors, maintaining clear lines of communication and collaboration to resolve issues promptly and efficiently. • Conduct regular status and information meetings to keep all stakeholders informed of progress, current challenges, and upcoming IT projects. • Provide timely reports on all outstanding issues, work accomplished, and the general health of the network. These reports will detail system performance, security updates, and any incidents that required intervention. Additionally, Max Power Technology will offer recommendations on improving City processes and workflows. These recommendations will be based on our experience with other municipalities and tailored to the specific needs of Rosemead, ensuring that the City's IT infrastructure remains resilient and scalable as technology evolves. Annual Hardware Inventory and Equipment Disposal To ensure the City's IT assets are effectively managed, Max Power Technology will provide annualhardware inventory reporting.These reports will offer a detailed overview of all IT equipment, including its current condition, usage, and remaining lifecycle. This proactive approach to asset management allows the City to plan for future upgrades and replacements, minimizing the risk of hardware failure and ensuring consistent performance. In addition to inventory management, Max PowerTechnology will ensure the proper and legal disposal of surplus electronic equipment. All equipment disposals will follow strict guidelines to ensure compliance with environmental regulations and data protection laws, protecting the City from liability while maintaining a secure IT environment. PHASE 3 - IMPROVMENTS, REPORTING & LONG-TERM ALIGNMENT Comprehensive IT Audits and Business Planning Within the first 30 days of the contract, Max PowerTechnology will conduct a full IT audit of the City's systems, identifying any vulnerabilities, inefficiencies, or areas for improvement. This audit will include a thorough review of the City's network, servers, software, and security protocols, ensuring that we have a complete understanding of the current environment. Following the audit, Max PowerTechnology will draft a comprehensive IT Business Plan within the first 60 days. This plan will outline a strategic roadmap for the City's IT infrastructure, detailing necessary upgrades, potential risks, and opportunities for optimization. Our goal is to ensure that the City's IT environment not only supports current operations but is also prepared to scale with future growth and technological advancements. This strategic plan will focus on: • Aligning IT initiatives with the City's long-term goals and strategic plan • Identifying cost-saving opportunities through technology optimizations. • Ensuring system scalability for future projects or expansions. • Long Term Partnership and Future -Proofing IT Infrastructure • Max Power Technology's ultimate goal is to foster a long-term partnership with the City of Rosemead, providing reliable, innovative IT solutions that continuously improve the City's operational efficiency and security. By aligning our services with the City's objectives, we will ensure that Rosemead's IT infrastructure remains secure, efficient, and adaptable to future technological needs. Max PowerTechnology is fully equipped to deliver comprehensive IT services that not only meet the immediate needs of the City but also prepare it for future growth and challenges.This phased approach, focused on continuous improvement, proactive management, and strategic planning, will ensure that the City of Rosemead receives the highest quality IT services at all times. Service Type Description Monthly Fee Max Power Technology will provide a dedicated onsite IT Support Analyst Managed IT Services Monday -Thursday from 7:00AMto $12,000.00 6:OOPM for a total of 40 hours per week. Service Type Description Monthly Fee Managed IT Services FY25-2026 $12,600.00 Managed IT Services FY26-2027 $13,230.00 Managed IT Services FY27-2028 $13,891.00 Managed IT Services FY28-2029 $14,586.00 After Hours Support Description Hourly Rate Included After hours and weekend support No Charge Emergency Support Description Hourly Rate Included Emergency Support No Charge F45 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 combined single limit 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 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 lawwith employer's liability limits no less than $1,000,000 per accident or disease. Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees and volunteers. 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. Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employers liability. Such policy or policies shall include the following terms and conditions: 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; Pay on behalf of wording as opposed to reimbursement; Concurrency of effective dates with primary policies; and • Policies shall "follow form' to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. 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 specifically 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 policy retroactive date shall be on or before the effective date of this agreement. Requirements not limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a 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 Page 10 of 13 the minimums shown above, the Agency 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 Agency. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A. M. Bests rating of A- or better and a minimum financial size VII. 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. 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 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. 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 required to be provided by Contractor or any subcontractor, is intended to 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 Page 11 of 13 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 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 Contractors 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 Page 12 of 13 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. 22. 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. Page 13 of 13 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOS NON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Max Power Technology, LLC. 2646 Palma Drive, Suite 155 Ventura, CA 93003 City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 04/11/202404/11/2023P100.202.679.6 X A X X 1,000,000 100,000 5,000 1,000,000 2,000,000 S/T Gen. Agg. 07/18/2025 Form_SCTNID_CTGRY.XX0316ACORD25_ACORD <docindex><index>ACORD</index></docindex> BDF_PCA CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: PHONE (A/C, No, Ext): FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSR LTR ADDL INSD SUBR WVDTYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY OTHER: PRO- JECT LOC AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY)(MM/DD/YYYY)LIMITS $ $ $ $ $ $ $ EACH OCCURRENCE DAMAGE TO RENTED MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PREMISES (Ea occurrence) $ $ $ $ $ COMBINED SINGLE LIMIT PROPERTY DAMAGE BODILY INJURY (Per person) (Ea accident) BODILY INJURY (Per accident) $ $ $ AGGREGATE EACH OCCURRENCE E.L. EACH ACCIDENT INSURED $ $ $E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE PER STATUTE OTH- ER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. progressivecommercial@email.progressive.com 07/18/2025 1-800-444-4487 Max Power Technology 2646 Palma Dr 155 Ventura, CA 93003 City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Progressive Commercial Lines Customer and Agent Servicing 279271053167550045D071825T225217 DRD Insurance Agency 511 S HARBOR BLVD #B, LA HABRA, CA 90631 United Financial Casualty Company 11770 A X 978765682YY 03/15/2025 09/15/2025 1,000,000 A 978765682YY 03/15/2025 09/15/2025 See ACORD 101 for additional coverage details.$ Form_SCTNID_CTGRY.XX0108ACORD101_ACORD <docindex><index>ACORD</index></docindex> BDF_PCA DRD Insurance Agency 978765682 United Financial Casualty Company 11770 Max Power Technology 2646 Palma Dr 155 Ventura, CA 93003 03/15/2025 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY POLICY NUMBER CARRIER NAIC CODE NAMED INSURED EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:25 FORM TITLE:Certificate of Liability Insurance 1 1 Additional Coverages Insurance coverage(s) Limits…………………………………………………………………………………………………………………………………………………………………………………… Uninsured/Underinsured Motorist $1,000,000 Combined Single Limit Description of Location/Vehicles/Special Items Scheduled autos only…………………………………………………………………………………………………………………………………………………………………………………… 2022 TESLA 5YJ3E1EB8NF255146MODEL 3 Comprehensive $500 Ded Collision $500 Ded Rental Reimbursement $50 Per Day ($1,500 Max) Roadside Assistance Selected w/$0 Ded Medical Payments $1,000 each person Additional Information Blanket Waiver of Subrogation in favor of the certificate holder, but only if party to a written waiver agreement executed by the named insured, as required by contract, prior to the occurrence of any loss. The certificate holder is an additional insured if required by written contract executed by the named insured prior to the occurrence of any loss, per blanket AI endorsement. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. PROFESSIONAL SERVICES AGREEMENT INFORMATION TECHNOLOGY MANAGEMENT SERVICES MAX POWER TECHNOLOGY, LLC 1. PARTIES AND DATE. This Agreement is made and entered into this 01 Day of 0A (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 Max Power Technology, LLC with its principal place of business at 1101 Pagoda Place, Los Angeles, Ca. 90031 ("Consultant'). City and Consultant are sometimes individually referred to herein as 'Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant 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. Consultant represents that it is experienced in providing Crossing Guard Services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. The City desires to engage Consultant to render Information Technology Management Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and Max Power Technology, LLC. Page 2 of 17 customary work necessary to fully and adequately supply the Information Technology Management services necessary for the Project, herein referred to as "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 Two (2) month period from December 11, 2024, through February 10, 2025, without extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant 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: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant 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 Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Max Power Technology, LLC. Page 3 of 17 Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. 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 Consultant 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. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates Jairo E. Tzunun, CEO or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant'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: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the 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, Consultant 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 Consultant's failure to comply with the standard of care provided for herein. Max Power Technology, LLC. Page 4 of 17 3.2.9 Laws and Regulations: Consultant 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 by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant 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: Consultant 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 Consultant 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: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Twenty -One Thousand Dollars ($21,000.00) and in accordance with consultant's proposal dated November 20, 2024. Consultant'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: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. 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, r Max Power Technology, LLC. Page 5 of 17 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: Consultant 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 Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant 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, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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. Max Power Technology, LLC. Page 6 of 17 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant 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: CONSULTANT: Max Power Technology, LLC 1101 Pagoda Place Los Angeles, Ca. 90031 Attn: Jairo E. Tzunun, CEO Tel: (213) 451-6074 Cell Phone CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Ben Kim, City Manager Tel: (626) 569-2169 Such notice shall be deemed made when personally delivered orwhen 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. Max Power Technology, LLC. Page 7 of 17 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 Consultant under this Agreement ("Documents & Data"). Consultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant 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 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant 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 Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant 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, 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. Max Power Technology, LLC. Page 8 of 17 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant 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 Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant'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, Consultant shall defend the Agency at Consultant'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 Consultant'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 Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant 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. 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. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. Max Power Technology, LLC. Page 9 of 17 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: Consultant 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 Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.'AII 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. 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: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as Max Power Technology, LLC. Page 10 of 17 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, -,pr obtain any present or anticipated material benefit arising therefrom. 11 3.5.19 Equal Opportunity Employment: Consultant represents thafit 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. Consultant 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, Consultant 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: Consultant 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. 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: Consultant 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] Max Power Technology, LLC. Page 11 of 17 CITY OF ROSEMEAD 1 Ben Kim, Ci onager Attest: MAX POWER TECHNOLOGY Il U -6 y; D to Name: 1 v -'� Ericka Hernandez, City Clerk Date Approved as to Form: Rachel Richman City Attorney Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By:� 1 Name: J0_sel y Title: , ' S�rx gt/ O e••- Max Power Technology, LLC. Page 12 of 17 EXHIBIT A SCOPE OF SERVICES/ RATE SCHEDULE Service Type Description Onsite Support Montly Plan / An IT Support technician will provide 40 Hours per Week - Regular onsite coverage Monday through Business Hours Thursday from 7:00 AM to 6:00 PM for a total of 40 hours per week. Onsite Support L1 & L2 IT Support Technician L3 IT Security Analyst L3 Server Administrator L3 Network Engineer After Hours Support (Scheduled) L1 & L2 Onsite Support (2 hours minimum) L1 & L2 Remote Support Emergency Support L1 & L2 Emergency Onsite Response - (2 hours minimum) L1 & L2 Emergency Remote Support Description Additional Resources Additional Resources Additional Resources Additional Resources Description An IT Support technician will be directed to provide after hours and weekend coverage upon 72 hour advanced notice. Max Power Technology will provide up to 8 complimentary hours of onsite or remote support per month at no additional charge. Description An IT Support technician will be dispatched to provide after hours and weekend emergency response. Remote Service Desk I! - zo- zoay Monthly Rate $10,473.75 Hourly Rate $85.00 $150.00 $150.00 $150.00 Hourly Rate $125.00 $75.00 Hourly Rate $150.00 $100.00 Max Power Technology, LLC. Page 13 of 17 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant 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. Consultant shall provide the following types and amounts of insurance: 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. 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 than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant 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 determined, not requiring actual payment by the insured first. There shall be no cross- Max Power Technology, LLC. Page 14 of 17 liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants 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 consultant 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 V11 (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 Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant 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). Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant 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 relating to the City or its operations limits the application of such insurance coverage. Max Power Technology, LLC. Page 15 of 17 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. Consultant 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 Consultant'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 Consultant or deducted from sums due Consultant, 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. Consultant 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 Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. Max Power Technology, LLC. Page 16 of 17 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant 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 Consultant'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 Consultant, 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, 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. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant 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. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type 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. Max Power Technology, LLC. Page 17 of 17 16. Consultant 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 Consultant'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 Consultant under this agreement. Consultant 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 parry 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. Consultant 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 Consultant 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. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant 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. ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE IMM/DD YYYY) 11/20/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 CONTACT NAMEMary McGlade CoverWallet, Inc. 25 W 45th Street, Floor 15 New York NY 10036 ac°NNe FM t. 646 844-9933 AC No: E-MAIL ADDRESS: customer.service@coverwallet.com INSURERS) AFFORDING COVERAGE NAICN INSURER A: ACE American Insurance Company (SCI) INSURED Max Power Technology _22667 INSURER B; INSURER C: 3849 East Cesar E Chavez Avenue Los Angeles, CA, 90063 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICY EFF MMIDD)YYYYi POLICY EXP MIJUDDINYYYl LIMITS COMMERCIAL GENERALLIABIDTY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ CLAIMS -MADE 171 OCCUR MED EXP (Any one person) $ PERSONAL B ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER. GENERALAGGREGATE $ PRO- POLICY ❑ JECTPRO ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER. AUTOMOBILE LIABILITY COMBINEDSINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident UMBRELLA UAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CI -AIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/E%ECUIVE E. L EACHACCIDENT $ OFFICERIM MBEREXCLUDED4 N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatoryin NH) I yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT I $ Cyber Liability D95219275 01/13/2024 01/13/2025 Each Claim Limit: $1,000,000 a Aggregate Limit: $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached U more space is required) CERTIFICATE HOLDER CANCELLATION City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 8838 E. Valley Blvd THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Rosemead, CA, 91770 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD ACORbF CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) `l 1 11/21/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 CONTACT NAME: Zach Minisce CoverWallet, Inc. PAHO"N (646L844-9933 FA/AXC No: One Liberty Plaza, SS: customer.service@coverwallet.com ADDRESS, Suite 3201 New York, NY 10006 INSURERS) AFFORDING COVERAGE NAICd INSURER A: ACE American Insurance Company (SCI) INSURED Max Power Technology LLC _22667 INSURER B 2646 Palma Dr Suite 155 INSURER C: INSURER D: Ventura, CA, 93003 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDL UBR POLICYNUMBER POLICY EFF MM/DDffYYY) POLICY UP IMM/DD/YTYY1 LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PREMISES Ice occurrence $ CLAIMS -MADE 7 OCCUR MED EXP (Any one person) $ PERSONAL S ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY D PRO - ECT � LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLYAUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY PAUTOS ONLY PROPERTY DAMAGE $ (Par ..,dent) $ UMBRELLALIAS OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE ER E . L EACH ACCIDENT $ ANYPROPRIETORRARTNERIEXECUTIVE OFFICERRUEMBER EXCLUDED' ❑ NIA E. L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E . DISEASE- POLICY LIMIT $ Technology Errors and D95219275 01/13/2024 01/13/2025 Each Claim: $1,000,000 A Omissions Liability Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H mom space is required) City of Rosemead 8838 E. Valley Blvd Rosemead, CA, 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988.2015 ACORD ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD Technology Errors & Omissions for Max Power Technology Hello Jairo Tzunun I'm happy to present to you your insurance policy. The terms and coverage details are specified in the following pages, so please review them and maintain a copy for your records. If you have any questions about the language, your coverage or anything else, please let me know. Type of Policy Start Date Emory Date Type of Payment Invoiced Amount Technology Errors & Omissions 1/13/2024 1/13/2025 Full Payment Premium $2,103.00 Taxes $0.00 Service Fee 5252.25 Initial Payment Proccessing fees S0.00 Total Amount $2,355.25 CHUBSa Chubb's Cyber Service Solutions Bridging the gap between cyber insurance and cyber security expertise. Purchasing cyber insurance from Chubb is a great first step to Put the power of our solutions and advisory resources to help protect your organization from the financial and reputational work for your organization today. To request services or losses experienced when data breaches and system outages occur. schedule an orientation call with a Chubb Cyber Risk Advisor, But protection doesn't end there. ChubUs policyholders have access visit www.chubb.com/us/getcyberservices, or email us to a selection of essential mitigation tools and advisory resources at cyber@chubb.com. that can help you reduce your exposures 365 days a year. �J Solution Complimentary Discounted Offers I Offers incident Response Mobile App: Get 24/7 incident reporting and response service resources ®r at your fingertips. online Response Plan Manager. Build and maintain a customized response plan that can he accessed via the web or a mobile device. l�J Virtual Incident Response Tabletop Exercise: Use a virtual, interactive cyber event simulation to test your organization's ability to appropriately comply with your incident response plan. �J Response Readiness Assessment: Receive a personalized assessment of your current incident response plan or get help creating an incident response plan if you do not already have (� one in place. Chubb Cyber Vulnerability Alert System: Get periodic updates that highlight the most critical and recently identified software vulnerabilities. External Vulnerability Monitoring Use an online platform to help identify potential weaknesses in your computing systems before they may lead to a data breach or system downtime. Network Vulnerability Scan: Use an automated vulnerability scan to test your firewalls, web applications, and mail servers for common vulnerabilities. @ Multifactor Authentication (MFA) Assessment Review and test your MFA implementation. and receive guidance to help mitigate potential exposures. OW MFA Implementation: Get help selecting, designing, and implementing an MFA solution. Secure Password Manager. Make it easier for your employees to create and use stronger passwords. Phishing Email Simulator. Test your employees to see how well they respond to simulated phishing attacks. v Perimeter Email Security: Get help selecting, designing, and implementing email filtering and sandboxing. v Security Awareness Training: Provide training to your employees on cyber security r� best practices and how to identify potential threats. v Cyber Risk Resource Ubrary: Access this online resource for information and technical resources that can help prevent network, cyber, and privacy losses. Cyber Endpoint Security Solutions Access solutions to hel p stop malicious activi ty f rom e nte ring and spreading through you r lie twoi k - Endpoint Security and Response: Help detect and stop malicious activity, such as i ansomwarc. from spreading through your network. Patch Management: Get help selecting, designing, and implementing a solution to deploy u pdates to you r softwa re. �J Request Cyber Services Today! All Chubb policyholders are eligible for cyber services. Get the most value from your Chubb policy and request access today! Chubb. Insured' www.chubb.convcyber To request online, scan the QR code or ��s•r-.' i visit www.chubb.com/us/getcyberservices. tF •; Chubb is the marketing name used to refer to subsidiaries of Chubb Limited providing insurance and related services. For a list of these subsidiaries, please visit www.chubbxom. Insurance is provided by ACE American Insurance Company and its U.S.-based Chubb underwriting company affiliates. All products may not be available in all states. This document is advisory in nature and is offered for informational purposes. The information contained in this document is not intended as a substitute for legal, technical, or other professional advice. This communication contains product summaries only. Coverage is subject to the language of the policies as actually issued. surplus lines insurance sold only through licensed surplus lines producers. Chubb, 202 Hall's Mill Road, Whitehouse station, NJ 08889-1600. 02021 Chubb 17-01-0291 (Rev. 1112021) CHUBB ACE American Insurance Company Chubb DigiTech® Enterprise Risk Management Policy Declarations N077CE: THE THIRD PARTY LIABILITY INSURING AGREEMENTS OF THIS POLICY PROVIDE CLAIMS -MADE COVERAGE, WHICH APPLIES ONLY TO CLAIMS FIRST MADE DURING THE POLICY PERIOD OR AN APPLICABLE EXTENDED REPORTING PERIOD FOR ANY INCIDENT TAKING PLACE AFTER THE RETROACTIVE DATE BUT BEFORE THE END OF THE POLICY PERIOD. AMOUNTS INCURRED AS CLAIMS EXPENSES UNDER THIS POLICY SHALL REDUCE AND MAY EXHAUST THE APPLICABLE LIMIT OF INSURANCE AND WILL BE APPLIED AGAINST ANY APPLICABLE RETENTION. IN NO EVENT WILL THE COMPANY BE LIABLE FOR CLAIMS EXPENSES OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF INSURANCE. TERMS THAT ARE UNDERLINED IN THIS NOTICE PROVISION HAVE SPECIAL MEANING AND ARE DEFINED IN SECTION II, DEFINITIONS. READ THE ENTIRE POLICY CAREFULLY. IF YOU NEED URGENT CRISIS MANAGEMENT OR Cyber Incident Response Coach Hotline at: LEGAL ADVICE, PLEASE CONTACT: 1-(800)-817-2665 or Press your'Report Cyber Incident' button on the Chubb Cyber Alert Mobile application. Policy No: D95219275 A. Maximum Single Limit of Insurance Renewal of. D95219275 Item 1. Named Insured MAX POWER TECHNOLOGY Principal Address 3849 E Cesar E Chavez Ave Los Angeles,CA 9oo63 Item 2. Policy Period From: 01-13-2024 T. Technology Errors and To: 01-13-2025 $1,000,000 (12:o1 AM local time at the address shown in Item 1.) Item 3. Maximum Policy Limits of Insurance. A. Maximum Single Limit of Insurance $1,000,000 B. Maximum Policy Aggregate Limit of Insurance $1,000,000 Item 4. Limits of Insurance, Retentions and Insuring Agreement(s) Purchased. If any Limit of Insurance field for an Insuring Agreement is left blank or NOT COVERED is shown, there is no coverage for such Insuring Agreement. Professional Third Party Liability Insuring Agreements Insuring Agreement Each Claim Limit Aggregate Limit for all Each Claim Retention Claims T. Technology Errors and $1,000,000 $1,000,000 $1,000 Omissions Liability First Parry Insuring Agreements PF -48337 (1o/16) Page 1 of 3 A. Cyber Incident Response Each Cyber Incident Aggregate limit for all Each Cyber Incident Fund Limit Cyber Incidents Retention 1. Cyber Incident $1,000,000 $1,000,000 $1,000 Response Team Network Security Liability Except $250,000 $250,000 $1,000 Loss Cyber 2. Regulatory $250,000 Incident $0 Proceeding Response F. Electronic, Social and $1,000,000 $1,000,000 $1,000 Coach: NOTE: The Insured is under no obligation to use or contract for services with the Cyber Incident Response Team. However, if the Insured elects not to use or contract with the Cyber Incident Response Team but elects to use or contract with a Non -Panel Response Provider, then the Each Cyber Incident Limits and Aggregate Limit for all Cyber Incidents specified in Item 4A2 below apply. 2. Non -Panel $500,000 $500,000 $1,000 Response Provider B. Business Interruption Each Cyber Incident Aggregate Limit for all Each Cyber Incident and Extra Expense Limit Cyber Incidents Retention 1. Business $1,000,000 $1,000,000 $1,000 Interruption Loss and Extra Waiting Period: 12 Hours Expenses 2. Contingent $150,000 $150,000 $1,000 Business Waiting Period: 12 Hours Interruption Loss and Extra Expenses a. Scheduled Providers limit (if scheduled by Waiting Period: endorsement) C. Digital Data Recovery $1,000,000 $1,000,000 $1,000 D. Network Extortion $1,000,000 $1,000,000 $1,000 Third Party Liability Insuring agreements Insuring Agreement Each Claim Limit Aggregate Limit for all Each Claim Retention Claims E. Cyber, Privacy and $1,000,000 $1,000,000 $1,000 Network Security Liability i. Payment Card $250,000 $250,000 $1,000 Loss 2. Regulatory $250,000 $250,000 $1,000 Proceeding F. Electronic, Social and $1,000,000 $1,000,000 $1,000 Printed Media liability Item 5. Retroactive Date 01-01-2015 (only applicable to Third Party Insuring Agreements) PF -48337 (10/16) Page 2 of 3 Item 6. Pending or Prior Proceedings Date 01-13-2020 (only applicable to Third Party Insuring Agreements) Item 7. Extended Reporting Period A. Additional Premium: l00% of Annual Premium B. Additional Period: 12 Months Item 8. Policy Premium $2,103.00 Policy Premium Plus applicable taxes and fees (if any) $2,103.00 Item 9. Notice to Insurer A. Notice of Incident, Claim, or potential Claim as set forth in Section VIII, subsection C By Mail: Director of Claims Chubb P.O. BOX 5105 Scranton, PA 18505-0518 Fax Number: 877-201-8787 By Email: cyberclaimreport@chubb.com By Mobile App Or Online: Visit www.chubb.com/cyber OR Visit www.chubb.com/us-en/claims OR Press the `Report Cyber Incident button on the Chubb Cyber Alert mobile application. B. All Other Notices to the Insurer Chief Underwriting Officer Chubb — Financial Lines 1133 Avenue of the Americas, 32nd Floor New York, NY 10036 Chubb. Insured - PF -48337 (10/16) Page 3 of 3 Forms Schedule Form Form Form Number Edition Title 17010291 11/2021 Cyber Service Solutions PF48337 1016 Chubb DigiTech® Enterprise Risk Management Policy Declarations ALL20887a PF4826o PF48259 PF17914a ALL21101 PF45354 TRIA11e CClk11j PF48336 PF54812 PF48165 PF48238 PF49487 PF48161 PF56230 PF49445 PF54814 PF54815 PF5o965 PF48291 0316 Chubb Producer Compensation Practices & Policies 1016 Policyholder Notice Cyber Services for Loss Mitigation 0219 Policyholder Notice Cyber Services for Incident Response 0416 U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Advisory Notice to Policyholders 1106 Trade Or Economic Sanctions Endorsement 0219 Cap On Losses From Certified Acts Of Terrorism 0820 Disclosure Pursuant To Terrorism Risk Insurance Act 0321 Signatures 0219 Chubb DigiTech® Enterprise Risk Management Policy 0621 General Amendatory Endorsement 0219 Retroactive Date (Item 5) Amended — Specified by Insured and Insuring Agreement 0219 Additional Insured - Blanket Pursuant To A Contract - DigiTech 0219 Unincorporated Small Business Endorsement 0219 Specified Incident Exclusion 1221 Coordination of Coinsurance, Retention, and Limits of Insurance 0219 Duty To Defend A Regulatory Proceeding 0621 Ransomware Encounter Endorsement 0621 Widespread Event Endorsement 0219 Biometric Privacy Sublimit Endorsement 0219 Amendatory Endorsement — California PF -48152 (09/16) ©2o16 Page i of 1 CHUBB' Chubb Producer Compensation Practices & Policies Chubb believes that policyholders should have access to information about Chubb's practices and policies related to the payment of compensation to brokers and independent agents. You can obtain that information by accessing our website at httu•//www aceproducercomoensation.com or by calling the following toll-free telephone number: 1-866-512-2862. ALL -20887a(03/16) C H U B B' Policyholder Notice Cyber Services for Loss Mitigation This Policyholder Notice shall be construed as part of your Policy but no coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your Policy. While no coverage is provided by this Policyholder Notice, bolded terms in this Policyholder Notice shall have the meaning set forth in your Policy. You should read your Policy and review your Declarations page for complete information on the coverage you are provided. As a Chubb policyholder, you have cyber services available to you, as described in this Notice. Loss Mitigation Services Chubb provides "pre -event' cyber security services as a benefit to help our policyholders analyze key cyber exposures and help limit the exposures to a potential loss. These services, which complement our post incident cyber services, have been created based on our claim and industry experience. These services have been carefully selected by Chubb and are reviewed on a periodic basis. These services include, but are not limited to, the following: 1. Online Web Portal 2. Incident Response Readiness 3. Security Awareness 4. Information Governance 5. Security Risk Ratings 6. Cyber Security Standards 7. Encryption 8. User Access Controls 9. Regulatory and Standards Compliance 10. Password Management Services shall be provided by a panel of Chubb pre -approved vendors at preferred rates and must be rendered during the Policy Period. Policyholder Reimbursements In order to assist the Insured in reducing exposure to covered Costs, Damages and Expenses under the Policy, Chubb can authorize contributions to the cost of qualified services from a pre -approved vendor or a vendor that is reviewed and approved in writing by Chubb. Such contribution shall take the form of a matched reimbursement of the cost of a qualified service up to a maximum of $3000 per Policy Period. Reimbursements must be authorized by Chubb and will be made for only those services rendered 90 days prior to the Policy expiration or renewal date. Please note the following: 1. Chubb does not endorse vendors or their respective services. Before you engage any of these vendors, we urge you to conduct your own due diligence to ensure the companies and their services meet your needs. PF -48260 (10/16) © 2016 Page 1 of 2 Unless otherwise indicated or approved, payment for services provided by these companies is the responsibility of the Insured. 2. The web portal is currently powered by eRisk Hub®, a 3rd party web -based loss prevention portal managed by NetDiligence®. Do not share portal access instructions with anyone outside your organization. You are responsible for maintaining the confidentiality of the Chubb Access Code provided to you. An unlimited number of individuals from your organization may register and use the portal. PF -4826o (1o/16) © 2016 Page 2 of 2 CHUBS* Policyholder Notice Cyber Services for Incident Response This Policyholder Notice shall be construed as part of your Policy but no coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your Policy. While no coverage is provided by this Policyholder Notice, bolded terms in this Policyholder Notice shall have the meaning set forth in your Policy. You should read your Policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning access to cyber services for incident response. Cyber Incident Response Team The Cyber Incident Response Team is a list of approved service providers available to provide the services set forth in the definition of Cyber Incident Response Expenses in your Policy. The list of approved service providers is available on the Chubb website. These providers have been carefully selected by Chubb and are reviewed on a periodic basis. The service providers have capabilities in various disciplines for a Cyber Incident response that include, but are not limited to, the following: 1. Computer Forensics 2. Public Relations 3. Notification and Identity Services 4. Call Center Services 5. Ober Extortion and Ransom Services 6. Legal and Regulatory Communications 7. Business Interruption Services In the event of a Cyber Incident, a copy of the Cyber Incident Response Team list can also be obtained from any Cyber Incident Response Coach. In the event of a Cyber Incident, contact the Cyber Incident Response Coach as indicated on the Declarations Page and referenced throughout the Policy. Please note the following: 1. Should you experience a cyber related incident, you may choose to call the Cyber Incident Response Team Hotline listed in your Policy for immediate triage assistance. Please be aware that the hotline service is provided by a third -parry law firm. If you engage this service, it is billable to you at the standard rate per hour outlined in the Chubb Cyber Incident Response Team Panel Guidelines. Calling the hotline does NOT satisfy the claim notification requirements of your Policy. 2. Chubb shall not be a parry to any agreement entered into between any Cyber Incident Response Team service provider and the policyholder. It is understood that Cyber Incident Response Team service providers are independent contractors, and are not agents of Chubb. The policyholder agrees that Chubb assumes no liability arising out of any services rendered by a Cyber Incident Response Team service provider. Chubb shall not be entitled to any rights or subject to any obligations or liabilities set forth in any agreement entered into between any Cyber Incident Response Team service provider and the policyholder. Any rights and obligations with respect to such agreement, including billings, fees, and services rendered, are solely for the benefit of, and borne solely by such Cyber Incident Response Team service provider and the policyholder, and not Chubb. PF -48259 (02/19) Page 1 of 2 3. Chubb has no obligation to provide any of the legal, computer forensics, public relations, notification and identity services, call center services, cyber extortion and ransom, legal and regulatory communications, and business interruption advice and services provided by the Cyber Incident Response Team. 4. The policyholder is under no obligation to contract for services with Cyber Incident Response Team service providers, except as may be amended by the Policy. 5. Solely with respect to the services provided by the Cyber Incident Response Team: a. Failure to comply with any one or more of the requirements of the Cyber Incident Response Team will preclude coverage under the applicable limit(s). b. Chubb may, at its sole discretion and only as evidenced by Chubb 's prior written approval, on or before the effective date of the Policy, permit the policyholder to retain alternative service providers to provide services comparable to the services and rates offered by the Cyber Incident Response Team. c. If, during the Policy Period, either (i) any of the Cyber Incident Response Team service providers is unable to or does not provide the services covered and as defined in the definition of Cyber Incident Response Expenses or (ii) there is a change of law or regulation that prevents service providers selected exclusively from the Cyber Incident Response Team from providing the legal, computer forensic, notification, call center, public relations, crisis communications, fraud consultation, credit monitoring, and identity restoration advice and services sought by the policyholder, Chubb may, at its sole discretion and only as evidenced by Chubb's prior written approval, permit the policyholder to retain alternative service providers to provide services comparable to the services offered by the Cyber Incident Response Team. d. The maximum rate Chubb will pay for Cyber Incident Response Expenses shall be no more than the rates outlined in the `Chubb Cyber Incident Response Team Panel Guidelines' for such services. PF -48259 (02/19) Page 2 of 2 C H us B' U.S. Treasury Department's Office Of Foreign Assets Control (" OFAC") Advisory Notice to Policyholders This Policyholder Notice shall not be construed as part of your policy and no coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully. The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous: • Foreign agents; • Front organizations; • Terrorists; • Terrorist organizations; and • Narcotics traffickers; as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web site — http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply. PF -17914a (04/16) Reprinted, in part, with permission of Page 1 of r ISO Properties, Inc. TRADE OR ECONOMIC SANCTIONS ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. All other terms and conditions of the policy remain unchanged. ALL -21101 (ii/o6) Page i of 1 CHUBS• CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $too billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $too billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and z. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any "loss" that is otherwise excluded under this Policy. All other terms, conditions and limitations of this Policy shall remain unchanged. PP -45354 (02/19) Page t of t CHusso DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certified under the Terrorism Risk Insurance Act. The portion of your premium attributable to such coverage is shown in this endorsement or in the policy Declarations. Disclosure Of Federal Participation In Payment Of Terrorism Losses The United States Government, Department of the Treasury, will pay a share of terrorism losses insured under the federal program. The federal share equals; 8o% of that portion of the amount of such insured losses that exceeds the applicable insurer retention. However, if aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $loo billion in a calendar year , the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $loo billion. Cap On Insurer Participation In Payment Of Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk Insurance Act exceed $loo billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $loo billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. COVERAGE OF "ACTS OF TERRORISM" AS DEFINED BY THE REAUTHORIZATION ACT WILL BE PROVIDED FOR THE PERIOD FROM THE EFFECTIVE DATE OF YOUR NEW OR RENEWAL POLICY THROUGH THE EARLIER OF THE POLICY EXPIRATION DATE OR DECEMBER 31, 2027. EFFECTIVE DECEMBER 31, 2027 THE TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT EXPIRES. Terrorism Risk Insurance Act premium: $ o . TRLS11e (o8/20) Includes copyrighted material of Insurance Services office, Inc., with its permission. Page 1 of 1 CHUBS® SIGNATURES Named Insured MAX POWER TECHNOLOGY Endorsement Number N/A Poli 5 bol Policy Number D95219275 Policy Period m-13-2o24to 01-13-2025 Effective Date of Endorsement 01-13-2024 E O N Issued By (Name of Insurance Company) ACE American Insurance Company THE ONLY COMPANY APPLICABLE TO THIS POLICY IS THE COMPANY NAMED ON THE FIRST PAGE OF THE DECLARATIONS. By signing and delivering the policy to you, we state that it is a valid contract. INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (A stock company) BANKERS STANDARD INSURANCE COMPANY (A stock company) ACE AMERICAN INSURANCE COMPANY (A stock company) ACE PROPERTY AND CASUALTY INSURANCE COMPANY (A stock company) INSURANCE COMPANY OF NORTH AMERICA (A stock company) PACIFIC EMPLOYERS INSURANCE COMPANY (A stock company) ACE FIRE UNDERWRITERS INSURANCE COMPANY (A stock company) WESTCHESTER FIRE INSURANCE COMPANY (A stock company) 436 Walnut Street, P.O. Box 1000, Philadelphia, Pennsylvania 191o6-3703 JULIET SCHWEIDEL, Secretary CC-1K11j (03/21) JOHN J. LUPICA, QA"' Authorized Representative C H us Be CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY In consideration of the payment of the premium, in reliance upon the Application, and subject to the Declarations and the terms and conditions of this Policy, the Insureds and the Insurer agree as follows: I. INSURING AGREEMENTS Coverage is afforded pursuant to those Insuring Agreements purchased, as shown in Item 4 of the Declarations. T. TECHNOLOGYERRORSANDOMISSIONS LL4BILITY The Insurer will pay Damages and Claims Expenses by reason of a Claim first made against an Insured during the Policy Period for a Technology Incident which first occurs on or after the Retroactive Date and prior to the end of the Policy Period. A. CYBER INCIDENT RESPONSE FUND The Insurer will pay Cyber Incident Response Expenses incurred by an Insured in response to a Cyber Incident first discovered by any Control Group Member during the Policy Period. B. BUSINESS INTERRUPTIONAND EXTRA EXPENSES The Insurer will pay: r. the Business Interruption Loss and Extra Expenses incurred by an Insured during the Period of Restoration resulting directly from a Cyber Incident which first occurs during the Policy Period; and 2. the Contingent Business Interruption Loss and Extra Expenses incurred by an Insured during the Period of Restoration resulting directly from a Cyber Incident which first occurs during the Policy Period. C. DIGITAL DATA RECOVERY The Insurer will pay the Digital Data Recovery Costs incurred by an Insured resulting directly from a Cyber Incident first discovered by any Control Group Member during the Policy Period. D. NETWORKEXTORTION The Insurer will reimburse Extortion Expenses incurred by an Insured in response to a Cyber Incident first discovered by any Control Group Member during the Policy Period. E. CYBER, PRIVACYANDNETWORKSECURITYLIABILITY The Insurer will pay Damages and Claims Expenses by reason of a Claim first made against an Insured during the Policy Period for a Cyber Incident which first occurs on or after the Retroactive Date and prior to the end of the Policy Period. F. ELECTRONIC, SOCIAL AND PRINTED MEDIA LIABILITY The Insurer will pay Damages and Claims Expenses by reason of a Claim first made against an Insured during the Policy Period for a Media Incident which first occurs on or after the Retroactive Date and prior to the end of the Policy Period. PF -48336 (02/19) Page 1 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY II. DEFINITIONS When used in this Policy: Act of Cyber -Terrorism means: (i) any act, including force or violence, or the threat thereof, expressly directed against a Computer System operated by an Insured, by an individual or any group of individuals, whether acting alone, on behalf of, or in connection with any entity or government to damage, destroy, or access such Computer System without authorization; or, (ii) a targeted denial of service attack or transmittal of corrupting or harmful software code at or into the Insured's Computer System for social, ideological, religious, economic, or political reasons, including intimidating or coercing a government or a civilian population, or disrupting any segment of an economy. Application means all applications, including any attachments thereto, and all other information and materials submitted by or on behalf of the Insureds to the Insurer in connection with the Insurer underwriting this Policy or any policy of which this Policy is a direct renewal or replacement. All such applications, attachments, information, and materials are deemed attached to and incorporated into this Policy. Bodily Injury means injury to the body, sickness, disease, or death. Bodily Injury also means mental injury, mental anguish, mental tension, emotional distress, pain and suffering, or shock, whether or not resulting from injury to the body, sickness, disease, or death of any person. Business Interruption Loss means: 1. the Insured's continuing normal operating and payroll expenses; and 2. the difference between the amount of the Insured's net profit actually earned before income taxes and the amount of the Insured's net profit that would have been earned before income taxes had no Interruption in Service of the Insured's Computer System occurred. Claim means any: 1. written demand against any Insured for monetary damages or non -monetary or injunctive relief, 2. civil proceeding against any Insured seeking monetary damages or non -monetary or injunctive relief, commenced by the service of a complaint or similar pleading; 3. arbitration, mediation, or other alternative dispute resolution proceeding against any Insured seeking monetary damages or non -monetary or injunctive relief, commenced by the receipt of a written demand, or service of a complaint or similar pleading; 4. criminal proceeding against any Insured commenced by: (a) an arrest, or (b) a return of an indictment, information, or similar document; 5. written request directed at any Insured to toll or waive a statute of limitations applicable to a Claim referenced in paragraphs 1-4 immediately above; or 6. Regulatory Proceeding against any Insured, including, where applicable, any appeal therefrom. Claims Expenses means the reasonable and necessary: 1. attorneys' fees, mediation costs, arbitration expenses, expert witness fees, and other fees and costs incurred by the Insurer, or by an Insured with the Insurer's prior written consent, in the investigation and defense of a Claim; and 2. premiums for any appeal bond, attachment bond, or similar bond, although the Insurer shall have no obligation to apply for or furnish such bond. Claims Expenses shall not include wages, salaries, or other compensation of directors, officers, similar executives, or employees of the Insurer or any Insured. PF -48336 (02/19) Page 2 of 26 C H us Be CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY Computer System means computer hardware, software, Telephone System, firmware, and the data stored thereon, as well as associated input and output devices, data storage devices, mobile devices, networking equipment, storage area network, or other electronic data backup facilities. The terms referenced herein include Industrial Control Systems. Consumer Redress Fund means a sum of money which an Insured is legally obligated to deposit in a fund as equitable relief for the payment of consumer claims due to an adverse judgment or settlement of a Regulatory Proceeding. Consumer Redress Fund shall not include any amounts paid which constitute taxes, fines, penalties, injunctive relief, or sanctions. Contingent Business Interruption Loss means: t. the Insured's continuing normal operating and payroll expenses; and 2. the difference between the amount of the Insured's net profit actually earned before income taxes and the amount of the Insured's net profit that would have been earned before income taxes had no Interruption in Service of a Shared Computer System occurred. Control Group Member means, as applicable, an Organization's Chief Executive Officer, Chief Financial Officer, Chief Information Officer, Chief Information Security Officer, Chief Privacy Officer, Chief Technology Officer, General Counsel, or Risk Manager, or the organizational or functional equivalent of such positions. Costs means: 1. Cyber Incident Response Expenses; 2. Business Interruption Loss; 3. Contingent Business Interruption Loss; 4. Extra Expenses; 5. Digital Data Recovery Costs; or 6. Extortion Expenses. Cyber Incident means: i. with respect to Insuring Agreement A, Cyber Incident Response Fund, a. any actual or reasonably suspected Network Security Failure; b. any actual or reasonably suspected failure by an Insured, or any independent contractor for whom or for which an Insured is legally responsible, to properly handle, manage, store, destroy, protect, use, or otherwise control Protected Information; c. any unintentional violation by an Insured of any Privacy or Cyber Law, including the unintentional wrongful collection of Protected Information by an Insured; d. any reasonably suspected Interruption in Service, provided a Limit of Insurance is shown in the Declarations applicable to Insuring Agreement B, Business Interruption And Extra Expenses; or e. any reasonably suspected Network Extortion Threat, provided a Limit of Insurance is shown in the Declarations applicable to Insuring Agreement D, Network Extortion; 2. with respect to Insuring Agreement B, Business Interruption And Extra Expenses, an actual Interruption in Service; 3. with respect to Insuring Agreement C, Digital Data Recovery, an actual Network Security Failure resulting in Digital Data Recovery Costs; 4. with respect to Insuring Agreement D, Network Extortion, an actual Network Extortion Threat; or PF -48336 (02/19) Page 3 of 26 CH us B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 5. with respect to Insuring Agreement E, Cyber, Privacy And Network Security Liability, any error, misstatement, misleading statement, act, omission, neglect, breach of duty, or other offense actually or allegedly committed or attempted by any Insured in their capacity as such, resulting in or based upon a Cyber Incident as referenced in paragraphs t — 4 immediately above. Cyber Incident Response Coach means the law firm within the Cyber Incident Response Team, designated for consultative and pre -litigation legal services provided to an Insured. Cyber Incident Response Expenses means those reasonable and necessary expenses paid or incurred by an Insured as a result of a Cyber Incident. Such expenses are as follows: t. retaining the services of a law firm for consultative and pre -litigation legal services, whether or not provided by the Cyber Incident Response Coach; z. retaining the services of third parry forensic firms, including a Payment Card Industry (PCI) Forensic Investigator, to determine the cause and scope of a Cyber Incident, and if such Cyber Incident is actively in progress, to assist in containing it; 3. retaining the services of a public relations or crisis communications firm for the purpose of protecting or restoring the reputation of, or mitigating financial harm to, an Insured; 4. retaining the services of a law firm to determine the Insured's rights under the indemnification provisions of a written agreement between the Insured and any other person or entity with respect to a Cyber Incident otherwise covered under Insuring Agreements A - E of this Policy; 5. expenses required to comply with Privacy or Cyber Laws, including: a. retaining the services of a law firm to determine the applicability of and actions necessary to comply with Privacy or Cyber Laws; b. drafting notification letters, and to report and communicate as required with any regulatory, administrative, or supervisory authority; c. call center services, mailing services or costs, and other related services for notification as required by law; or d. providing credit monitoring, credit freezing, or credit thawing. For purposes of this paragraph 5, compliance with Privacy or Cyber Laws shall follow the law of the applicable jurisdiction that most favors coverage for such expenses; 6. with the Insurer's prior consent, expenses not required to comply with Privacy or Cyber Laws, for: a. notifying a natural person whose Protected Information has been wrongfully disclosed or otherwise compromised, including retaining a notification service or the services of a call center; b. providing credit monitoring, credit freezing, credit thawing, healthcare record monitoring (where available), social media monitoring, password management services, or fraud alert services for those natural persons who accept an offer made by or on behalf of the Insured for, and receive, such services; c. retaining the services of a licensed investigator or credit specialist to provide fraud consultation to the natural persons whose Protected Information has been wrongfully disclosed or otherwise compromised; d. retaining the services of a third party identity restoration service for natural persons identified by a licensed investigator as victims of identity theft directly resulting from a Cyber Incident otherwise covered under Insuring Agreements A or E; e. paying any reasonable amount to an informant for information not otherwise available which leads to the arrest and conviction of a natural person or an entity responsible for a Cyber Incident; or PF -48336 (02/19) Page 4 of 26 C H U S B° CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY f. other services that are deemed reasonable and necessary by the Insurer, including those services to mitigate or reduce any Costs that may otherwise be covered under this Policy, such as the removal of malicious software. Cyber Incident Response Expenses shall not include: i. costs or expenses incurred to update or improve privacy or network security controls, policies or procedures, or compliance with Privacy or Cyber Laws, to a level beyond that which existed prior to the applicable Cyber Incident; ii. taxes, fines, penalties, amounts for injunctive relief, or sanctions; iii. the Insured's money or any money in the Insured's care, custody, or control; or iv. wages, salaries, and other compensation of directors, officers, similar executives, or employees of an Organization, or internal operating costs, expenses, or fees of any Organization. Cyber Incident Response Team means Pre -Approved Response Providers who provide services as defined in Ober Incident Response Expenses. Damages means compensatory damages, any award of prejudgment or post -judgment interest, Payment Card Loss, Regulatory Fines, Consumer Redress Fund, settlements, and amounts which an Insured becomes legally obligated to pay on account of any Claim. Damages shall not include: 1. any amount for which an Insured is not financially liable or legally obligated to pay; 2. taxes, fines, penalties, or sanctions imposed directly against an Insured, except for Payment Card Loss or Regulatory Fines otherwise covered under Insuring Agreement E; 3. matters uninsurable under the laws pursuant to which this Policy is construed; 4. punitive or exemplary damages, or the multiple portion of any multiplied damage award, except to the extent that such punitive or exemplary damages, or multiplied portion of any multiplied damage award, are insurable under the applicable laws of any jurisdiction which most favors coverage for such damages and which has a substantial relationship to the Insured, Insurer, this Policy, or the Claim giving rise to such damages; 5. the cost to an Insured to comply with any injunctive, remedial, preventative, or other non -monetary or declaratory relief, including specific performance, or any agreement to provide such relief; 6. consideration owed or paid by or to an Insured, including any royalties, restitution, reduction, disgorgement, or return of any payment, charges, or fees; or costs to correct or re -perform services, including Technology Services, or Technology Products; or for the reprint, recall, or removal of Technology Products or Media Content; 7. liquidated damages pursuant to a contract, to the extent such amount exceeds the amount for which the Insured would have been liable in the absence of such contract; or 8. penalties against an Insured of any nature, however denominated, arising by contract, except for Payment Card Loss otherwise covered under Insuring Agreement E. Digital Data means software or other information in electronic form which is stored on an Insured's Computer System or Shared Computer System. Digital Data shall include the capacity of an Insured's Computer System or Shared Computer System to store information, process information, and transmit information over the Internet. Digital Data shall not include or be considered tangible property. Digital Data Recovery Costs means: PF -48336 (02/19) Page 5 of 26 CH us B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 1. the reasonable and necessary costs incurred by an Insured to replace, restore, recreate, re -collect, or recover Digital Data from written records or from partially or fully matching electronic records due to their corruption, theft, or destruction, caused by a Network Security Failure, including disaster recovery or computer forensic investigation efforts. However, in the event that it is determined that the Digital Data cannot be replaced, restored, recreated, re -collected, or recovered, Digital Data Recovery Costs shall be limited to the reasonable and necessary costs incurred to reach such determination; or 2. Telephone Fraud Financial Loss, including reasonable and necessary expenses incurred to mitigate or reduce any costs or loss in paragraphs 1 and 2 immediately above. Digital Data Recovery Costs shall not include: a. costs or expenses incurred to update, replace, upgrade, recreate, or improve Digital Data or a Computer System to a level beyond that which existed prior to the applicable Cyber Incident; b. costs or expenses incurred to identify or remediate software program errors or vulnerabilities; c. costs incurred to research and develop Digital Data, including Trade Secrets; d. the economic or market value of Digital Data, including Trade Secrets; or e. any other consequential loss or damages. Extended Reporting Period means the period of time shown in Item yB of the Declarations, subject to Section V, Extended Reporting Period. Extortion Expenses means reasonable and necessary expenses incurred by an Insured resulting directly from a Network Extortion Threat, including money, cryptocurrencies (including Bitcoin), or other consideration surrendered as payment by an Insured to a natural person or group believed to be responsible for a Network Extortion Threat. Extortion Expenses shall also include reasonable and necessary expenses incurred to mitigate or reduce any of the foregoing expenses. Extra Expenses means the reasonable and necessary: 1. expenses incurred by an Insured to mitigate, reduce, or avoid an Interruption in Service, provided they are in excess of expenses that an Insured would have incurred had there been no Interruption in Service; 2. expenses incurred by an Insured to reduce the Period of Restoration; and 3. with the Insurer's prior consent, costs incurred by an Insured to retain the services of a third party forensic accounting firm to determine the amount of Business Interruption Loss or Contingent Business Interruption Loss. Extra Expenses shall not include: a. costs or expenses incurred to prevent a loss or correct any deficiencies or problems with an Insured's Computer System or Shared Computer System that may cause or contribute to a Claim; b. costs or expenses incurred to update, replace, upgrade, or improve any Computer System to a level beyond that which existed prior to the applicable Interruption in Service; or c. penalties of any nature, however denominated, arising by contract. Incident means a Technology Incident, Cyber Incident, or Media Incident. Insured means: 1. the Named Insured; PF -48336 (02/19) Page 6 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 2. any Subsidiary of the Named Insured, but only with respect to Incidents which occur while it is a Subsidiary; 3. any past, present, or future natural person principal, partner, officer, director, trustee, employee, leased employee, or temporary employee of an Organization, but only with respect to an Incident committed within the scope of such natural person's duties performed on behalf of such Organization; 4. any past, present, or future independent contractor of an Organization who is a natural person or single person entity, but only with respect to the commission of an Incident within the scope of such natural person's or single person entity's duties, performed on behalf of such Organization; 5. any past, present, or future natural person intern or volunteer worker of an Organization and who is registered or recorded as an intern or volunteer worker with such Organization, but only with respect to an Incident committed within the scope of such natural person's duties performed on behalf of such Organization; or 6. any natural person or entity for whom an Organization is required by written contract or agreement to provide insurance coverage under this Policy ("Additional Insured"), but only with respect to Claims: a. arising out of any Technology Incident committed after the Organization and the Additional Insured entered into such written contract or agreement; b. for any Technology Incident committed by, on behalf of, or at the direction of the Organization; and c. subject to the lesser of the limits of insurance required by such written contract or agreement between the Organization and the Additional Insured, or the applicable Limits of Insurance of this Policy. However, no natural person or entity shall be an Additional Insured with respect to any Claim arising solely out of such natural person's or entity's independent act, error, or omission. In the event of a disagreement between the Named Insured and the natural person or entity as to whether the Claim arises solely out of such natural person's or entity's independent act, error, or omission, it is agreed that the Insurer shall abide by the determination of the Named Insured on this issue, and such determination shall be made by the Named Insured within 20 days of the notification to the Insurer of the applicable Claim. Insured's Computer System means a Computer System leased, owned, or operated by an Insured or operated solely for the benefit of an Insured by a third parry under written contract with an Insured. Insurer means the insurance company providing this insurance. Interrelated Incidents means all Incidents that have as a common nexus any act, fact, circumstance, situation, event, transaction, cause, or series of related acts, facts, circumstances, situations, events, transactions, or causes. Interruption in Service means a detectable interruption or degradation in service of: 1. with respect to Insuring Agreement Bi, an Insured's Computer System; or 2. with respect to Insuring Agreement B2, a Shared Computer System, caused by a Malicious Computer Act. Malicious Computer Act means malicious or fraudulent: 1. unauthorized access to or use of a Computer System; 2. alteration, corruption, damage, manipulation, misappropriation, theft, deletion, or destruction of Digital Data; PF -48336 (02/19) Page 7 of 26 CHUBS, CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 3. creation, transmission, or introduction of a computer virus or harmful code into a Computer System; or 4. restriction or inhibition of access, including denial of service attacks, upon or directed against a Computer System. Media Content means any data, text, sounds, images, graphics, music, photographs, or advertisements, and shall include video, streaming content, webcasts, podcasts, blogs, online forums, and chat rooms. Media Content shall not include computer software, software technology, or the actual goods, products, or services described, illustrated, or displayed in such Media Content. Media Incident means any error, misstatement, misleading statement, act, omission, neglect, or breach of duty actually or allegedly committed or attempted by any Insured, or by any person or entity for whom an Insured is legally responsible, in the public display of: i. Media Content on an Insured's website or printed material; or 2. Media Content posted by or on behalf of an Insured on any social media site or anywhere on the Internet, which results in the following: a. copyright infringement, passing -off, plagiarism, piracy, or misappropriation of property rights; b. infringement or dilution of title, logo, slogan, domain name, metatag, trademark, trade name, service mark, or service name; c. defamation, libel, slander, or any other form of defamation or harm to the character, reputation, or feelings of any person or entity, including product disparagement, trade libel, outrage, infliction of emotional distress, or prima facie tort; d. invasion or infringement of the right of privacy or publicity, including the torts of intrusion upon seclusion, publication of private facts, false light, or misappropriation of name or likeness; e. false arrest, detention or imprisonment, harassment, trespass, wrongful entry or eviction, eavesdropping, or other invasion of the right of private occupancy; f. improper deep linking or framing; or g. unfair competition or unfair trade practices, including misrepresentations in advertising, solely when alleged in conjunction with the alleged conduct referenced in items a—f immediately above. Named Insured means the entity shown in Item r of the Declarations. Network Extortion Threat means any credible threat or series of related threats directed at an Insured to: t. release, divulge, disseminate, destroy, or use Protected Information, or confidential corporate information of an Insured, as a result of the unauthorized access to or unauthorized use of an Insured's Computer System or Shared Computer System; 2. cause a Network Security Failure; 3. alter, corrupt, damage, manipulate, misappropriate, encrypt, delete, or destroy Digital Data; or 4. restrict or inhibit access to an Insured's Computer System or Shared Computer System, where a demand is made for the Insured to make a payment or a series of payments, or otherwise meet a demand, in exchange for the mitigation or removal of such threat or series of related threats. Furthermore, Network Extortion Threat includes a threat or series of related threats connected to any of the acts above that have already commenced. PF -48336 (o2/19) Page 8 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE - RISK MANAGEMENT POLICY Network Security means those activities performed by an Insured, or by others on behalf of an Insured, to protect an Insured's Computer System or Shared Computer System. Network Security Failure means a failure in Network Security, including the failure to prevent a Malicious Computer Act. Non -Panel Response Provider means any firm providing the services shown in the definition of Cyber Incident Response Expenses to an Insured that is not a Pre -Approved Response Provider. Organization means the Named Insured and any Subsidiary. Payment Card means an authorized account, or evidence of an account, for a credit card, debit card, charge card, fleet card, or stored value card between the Payment Card Brand and its customer. Payment Card Brand means any payment provider whose payment method is accepted for processing, including Visa Inc. International, MasterCard Worldwide, Discover Financial Services, American Express Company, and JCB International. Payment Card Industry Data Security Standards means the rules, regulations, standards, or guidelines adopted or required by the Payment Card Brand or the Payment Card Industry Data Security Standards Council relating to data security and the safeguarding, disclosure, and handling of Protected Information. Payment Card Loss means monetary assessments, fines, penalties, chargebacks, reimbursements, and fraud recoveries, including card reissuance costs, which an Insured becomes legally obligated to pay as a result of an Insured's actual or alleged failure: i. of Network Security; or 2. to properly protect, handle, manage, store, destroy, or otherwise control Payment Card data, including Protected Information, where such amount is determined pursuant to a payment card processing agreement between an Organization and a Payment Card Brand, or a merchant agreement between an Organization and a payment services provider, including for mobile payment services, or demanded in writing from an issuing or acquiring bank that processes Payment Card transactions, due to an Insured's actual or alleged non-compliance with applicable Payment Card Industry Data Security Standards, EMV specifications, or mobile payment security requirements. Payment Card Loss shall not include: a. subsequent fines or assessments for non-compliance with the Payment Card Industry Data Security Standards, EMV Specifications, or a mobile payment services merchant agreement unrelated to a specific Claim; or b. costs or expenses incurred to update or improve privacy or network security controls, policies, or procedures to a level beyond that which existed prior to the applicable Cyber Incident or to be compliant with applicable Payment Card Industry Data Security Standards, EMV Specifications, or a mobile payment services merchant agreement. Period of Restoration means the continuous period of time that: t. begins with the earliest date of an Interruption in Service; and 2. ends on the date when an Insured's Computer System or Shared Computer System is or could have been repaired or restored with reasonable speed to the same functionality and level of service that existed prior to the Interruption in Service. In no event shall the Period of Restoration exceed sixty (6o) days. Personal Injury means injury arising out of one or more of the following offenses: r. false arrest, detention, or imprisonment; 2. malicious prosecution; PF -48336 (02/19) Page 9 of 26 C H U B B° CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 3. wrongful entry or eviction, or other invasion of the right to private occupancy; 4. libel, slander, product disparagement, trade libel, or other form of defamation; or 5. invasion or infringement of the right of privacy or publicity, including the torts of intrusion upon seclusion, publication of private facts, false light, or misappropriation of name or likeness. Policy means, collectively, the Declarations, Application, this policy form, and any endorsements attached hereto. Policy Period means the period of time shown in Item 2 of the Declarations, unless changed pursuant to Section XV, Termination of this Policy. Pollutants means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, asbestos, asbestos products, or waste. Waste includes materials to be recycled, reconditioned, or reclaimed. Pre -Approved Response Provider means any firm listed on the Insurer's pre -approved response provider list available on request from the Insurer or on the pre -approved response provider list specified on the website shown in Item 9A of the Declarations. Privacy or Cyber Laws means any local, state, federal, and foreign identity theft and privacy protection laws, legislation, statutes, or regulations that require commercial entities that collect Protected Information to post privacy policies, adopt specific privacy or security controls, or notify individuals in the event that Protected Information has potentially been compromised. Property Damage means physical injury to or destruction of tangible property, including the resulting loss of use thereof. Protected Information means the following, in any format: 1. a natural person's name, a -mail address, social security number, medical or healthcare data, other protected health information, driver's license number, state identification number, credit card number, debit card number, address, telephone number, account number, account histories, personally identifiable photos, personally identifiable videos, Internet browsing history, biometric records, passwords, or other non-public personal information as defined in any Privacy or Cyber Laws; or 2. any other third party confidential or proprietary information: a. that is not available to or known by the general public; or b. which an Organization is legally responsible to maintain in confidence. Regulatory Fines means any civil monetary fine or penalty imposed by a federal, state, local, or foreign governmental entity in such entity's regulatory or official capacity as a result of a Regulatory Proceeding. Regulatory Fines shall not include any civil monetary fines or penalties that are not insurable by law, criminal fines, disgorgement, or the multiple portion of any multiplied damage award. Regulatory Proceeding means a suit, civil investigation, or civil proceeding by or on behalf of a government agency, government licensing entity, or regulatory authority, commenced by the service of a complaint, notice, or similar pleading based on an alleged or potential violation of Privacy or Cyber Laws as a result of a Cyber Incident, and which may reasonably be expected to give rise to a Claim under Insuring agreement E. Retroactive Date means the applicable date shown in Item 5 of the Declarations. If Item 5 of the Declarations is left blank or contains the phrase "Full Prior Acts", "N/A", "Not Applicable", or "None", then Retroactive Date means the beginning of time. Shared Computer System means a Computer System, other than an Insured's Computer System, operated for the benefit of an Insured by a third parry under written contract with an Insured, including PF -48336 (02/19) Page 10 of 26 C H U S B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY data hosting, cloud services or computing, co -location, data back-up, data storage, data processing, platforms, software, and infrastructure -as -a -service. Subsidiary means: 1. any entity while more than fifty percent (50%) of the outstanding securities representing the present right to vote for election of or to appoint directors, trustees, managers, members of the Board of Managers, or equivalent positions of such entity, are owned or controlled by the Named Insured, directly or through one or more Subsidiaries; 2. any entity formed as a partnership while more than fifty percent (50%) of the ownership interests representing the present right to vote for election of or to appoint the management or executive committee members or equivalent positions of such entity, are owned or controlled by the Named Insured, directly or through one or more Subsidiaries; or 3. any entitywhile: a. exactly fifty percent (50%) of the voting rights representing the present right to vote for election of or to appoint directors, trustees, managers, members of the Board of Managers, or equivalent positions of such entity, are owned or controlled by the Named Insured, directly or through one or more Subsidiaries; and b. the Named Insured, pursuant to a written contract with the owners of the remaining and outstanding voting stock of such entity, solely controls the management and operation of such entity. Technology Incident means any error, misstatement, misleading statement, act, omission, neglect, or breach of duty, including Personal Injury, actually or allegedly committed or attempted by any Insured, or by any person or entity for whom the Insured is legally liable, in the: (i) rendering or failure to render Technology Services to others, or (ii) the failure of Technology Products to perform the function or serve the purpose intended. Technology Products means communication, computer, data security, electronic, Internet, network or website: 1. hardware, equipment, parts, or peripherals; or 2. software, programs, or systems, and the data residing therein; designed, created, developed, assembled, manufactured, handled, installed, disposed of, leased or licensed for or to others, sold, or distributed by or on behalf of an Insured, including repair or maintenance thereof. Technology Services means: 1. computer, electronics, information technology, Internet, network, or website analysis, consulting, architecture, design, development, staffing, programming, installation, integration, networking, hosting, processing, management, operations, data security, maintenance, repair, optimization, support, or training; 2. providing, collecting, recording, caching, compiling, mining, analyzing, storing, hosting, processing, securing, backup, wiping, or destruction of software or data; 3. telecommunications services including Internet, voice, video, web, email, text, data, or broadband services, including related call center and customer service support; 4. services similar to the foregoing; or, 5. any other information technology -related services provided in conjunction with Technology Products. Telephone Fraud Financial Loss means toll and line charges which an Insured incurs, solely as a result of the fraudulent infiltration and manipulation of the Insured's Telephone System from a remote location to gain access to outbound long distance telephone service. PF -48336 (02/19) Page 11 0f 26 C H U S B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY Telephone System means PBX, CBX, Merlin, VoIP, remote access (including DISA), and all related peripheral equipment or similar systems owned or leased by an Insured for purposes of voice -based telecommunications. Trade Secret means information, including a formula, pattern, compilation, program, device, method, technique, or process, that derives actual or potential economic value from not being generally known to or readily ascertainable by other persons who can obtain value from its disclosure or use, so long as reasonable efforts have been made to maintain its secrecy. Waiting Period means the number of hours shown in Item 4 of the Declarations. III. EXCLUSIONS A. EXCLUSIONS APPLICABLE TO ALL INSURING AGREEMENTS The Insurer shall not be liable for Costs, Damages, or Claims Expenses on account of any Incident or any Claim: t. Conduct alleging, based upon, arising out of, or attributable to: a. any fraudulent, criminal, malicious, or intentional act, error or omission, or any intentional or knowing violation of the law by an Insured; or b. the gaining in fact of any profit, remuneration, or financial advantage to which any Insured was not legally entitled. However, this exclusion shall not apply to Claims Expenses or the Insurer's duty to defend any such Claim, until there is a final, non -appealable adjudication against, binding arbitration against, adverse admission by, finding of fact against, or plea of nolo contendere or no contest by, the Insured as to such conduct or violation, at which time the Insured shall reimburse the Insurer for any Claims Expenses paid by the Insurer. Provided that: i. no conduct pertaining to any natural person Insured shall be imputed to any other natural person Insured; and ii. any conduct pertaining to any past, present, or future Control Group Member, other than a Rogue Actor, shall be imputed to an Organization. For purposes of this exclusion, "Rogue Actor" means a Control Group Member acting outside his or her capacity as such. 2. Prior Knowledge alleging, based upon, arising out of, or attributable to any Incident that first occurred, arose, or took place prior to the earlier of the effective date of this Policy, or the effective date of any policy or coverage part issued by the Insurer of which this Policy is a continuous renewal or a replacement, and any Control Group Member knew of such Incident; and, with respect to Insuring Agreements T, E, and F, any Control Group Member reasonably could have foreseen that such Incident did or could lead to a Claim. 3. Pending or Prior Proceedings alleging, based upon, arising out of, or attributable to: a. any pending or prior litigation, Claim, written demand, arbitration, administrative or regulatory proceeding, or administrative or regulatory investigation filed or commenced against an Insured on or before the applicable Pending or Prior Proceedings Date shown in Item 6 of the Declarations, or alleging or derived from the same or substantially the same fact, circumstance, or situation underlying or alleged therein; or b. any other Incident whenever occurring which, together with an Incident underlying or alleged in any pending or prior litigation, Claim, written demand, arbitration, administrative or PP -48336 (02/19) Page 12 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY regulatory proceeding, or administrative or regulatory investigation as set forth pursuant to paragraph a. immediately above, would constitute Interrelated Incidents. 4. Prior Notice alleging, based upon, arising out of, or attributable to: a. any Incident, fact, circumstance, or situation which has been the subject of any written notice given and accepted under any other policy or coverage part of which this Policy is a direct or indirect renewal or replacement; or b. any other Incident whenever occurring which, together with an Incident which has been the subject of such notice pursuant to paragraph a. immediately above, would constitute Interrelated Incidents. 5. Bodily Injury for any Bodily Injury. However, solely with respect to Insuring Agreements E and F, this exclusion shall not apply to mental injury, mental anguish, mental tension, emotional distress, pain and suffering, or shock resulting from an Incident. 6. Property Damage a. solely with respect to Insuring Agreement T, for Property Damage; and b. solely with respect to Insuring Agreements A -F, alleging, based upon, arising out of, or attributable to Property Damage. 7. Pollution alleging, based upon, arising out of, or attributable to the actual, alleged, or threatened discharge, release, escape, seepage, migration, or disposal of Pollutants, or any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize Pollutants, or any voluntary decision to do so. 8. Infrastructure Outage alleging, based upon, arising out of, or attributable to any electrical or mechanical failure or interruption, electrical disturbance, surge, spike, brownout, blackout, or outages to electricity, gas, water, Internet access service provided by the Internet service provider that hosts an Insured's website, telecommunications, or other infrastructure. However, this exclusion shall not apply to failures, interruptions, disturbances, or outages of telephone, cable or telecommunications systems, networks, or infrastructure: a. under an Insured's operational control which are a result of a Network Security Failure; b. solely with respect to Insuring Agreement B, which are the result of a Cyber Incident impacting a Shared Computer System; or c. solely with respect to Insuring Agreement E, which are the result of a Cyber Incident Additionally, this exclusion shall not apply to Insuring Agreement T. 9. War alleging, based upon, arising out of, or attributable to war, invasion, acts of foreign enemies, terrorism, hijacking, hostilities, or warlike operations (whether war is declared or not), military or usurped power, civil commotion assuming the proportions of or amounting to an uprising, strike, lock -out, riot, civil war, rebellion, revolution, or insurrection. However, this exclusion shall not apply to an Act of Cyber -Terrorism that results in a Cyber Incident. ro. Nuclear PF -48336 (02/19) Page 13 of 26 C H U S B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY alleging, based upon, arising out of, or attributable to the planning, construction, maintenance, operation, or use of any nuclear reactor, nuclear waste, storage or disposal site, or any other nuclear facility, the transportation of nuclear material, or any nuclear reaction or radiation, or radioactive contamination, regardless of its cause. u. Contract for breach of any express, implied, actual, or constructive contract, warranty, guarantee, or promise, or for any actual or alleged liability assumed by an Insured under contract; unless such liability would have attached to the Insured even in the absence of such contract, warranty, guarantee, or promise. However, this exclusion shall not apply to: a. the actual or alleged disclosure or theft of Protected Information resulting from a Network Security Failure; b. an unintentional violation by an Insured to comply with an Organization's Privacy Policy; c. solely with respect to Insuring Agreement T, that part of a Claim alleging the unintentional failure to perform Technology Services or provide Technology Products with a reasonable standard of care and consistent with industry standards; d. solely with respect to Insuring Agreement E, Payment Card Loss; or e. solely with respect to Insuring Agreement F, misappropriation of idea under implied contract. 12. Fees or Chargebacks alleging, based upon, arising out of, or attributable to: a. any fees, expenses, or costs paid to or charged by an Insured; or b. chargebacks, chargeback fees, interchange fees or rates, transfer fees, transaction fees, discount fees, merchant service fees, or prospective service fees. However, solely with respect to Insuring Agreement T, paragraph b. of this exclusion, immediately above, shall not apply to the extent such amounts constitute otherwise covered Damages; and, solely with respect to Insuring Agreement E, this exclusion shall not apply to Payment Card Loss. 13. Intellectual Prouer[v alleging, based upon, arising out of, or attributable to any infringement of, violation of, misappropriation of, or assertion of any right to or interest in, any copyright, service mark, trade name, trademark, patent, or Trade Secret by or on behalf of any Insured. However, this exclusion shall not apply to: a. solely with respect to Insuring Agreements A -D, the actual or alleged theft of a third party's Trade Secret resulting from a Cyber Incident; provided, however, this exclusion shall still nevertheless apply to any Costs, Damages, or Claims Expenses on account of any Cyber Incident or Claim for the economic or market value of Trade Secrets; b. solely with respect to Insuring Agreement T, any Claim brought by any client or customer of an Insured for loss of use of Technology Services or Technology Products, arising from an action by a party other than such client or customer alleging software copyright infringement; c. solely with respect to Insuring Agreement E, any Claim alleging, based upon, arising out of, or attributable to the actual or alleged disclosure or theft of Protected Information resulting from a Network Security Failure; or d. solely with respect to Insuring Agreement F, any Claim alleging, based upon, arising out of, or attributable to any infringement of, violation of, misappropriation of, or assertion of any right to or interest in, any copyright, service mark, trade name, or trademark. PF -48336 (o2/19) Page 14 of 26 C H U S B° CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 14. Antitrust or Unfair Trade Practices alleging, based upon, arising out of, or attributable to any price fixing, restraint of trade, monopolization, interference with economic relations (including interference with contractual relations or with prospective advantage), unfair competition, unfair business practices, or unfair trade practices, or any violation of the Federal Trade Commission Act, the Sherman Anti -Trust Act, the Clayton Act, or any other federal statutory provision involving anti-trust, monopoly, price fixing, price discrimination, predatory pricing, restraint of trade, unfair competition, unfair business practices, or unfair trade practices, and any amendments thereto or any rules or regulations promulgated thereunder, amendments thereof, or any similar federal, state, or common law anywhere in the world. However, this exclusion shall not apply to: a. solely with respect to Insuring Agreement E, a Claim resulting directly from a violation of Privacy or Cyber Laws; or b. solely with respect to Insuring [agreement F, a Claim for a Media Incident as defined in paragraph g. of such definition. 15. Consumer Protection Laws alleging, based upon, arising out of, or attributable to any violation by an Insured of the Truth in Lending Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, or the Fair and Accurate Credit Transactions Act, and any amendments thereto or any rules or regulations promulgated thereunder, amendments thereof, or any similar federal, state, or common law anywhere in the world. However, solely with respect to Insuring Agreements A and E, this exclusion shall not apply to a Claim arising out of the actual or alleged disclosure or theft of Protected Information resulting from a Network Security Failure. 16. Securities Law Violation alleging, based upon, arising out of, or attributable to an Insured's violation of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisors Act, or any other federal, state, or local securities law, and any amendments thereto or any rules or regulations promulgated thereunder, amendments thereof, or any similar federal, state, or common law anywhere in the world. 17. Discrimination or Employment Practices alleging, based upon, arising out of, or attributable to any illegal discrimination of any kind, or any employment relationship, or the nature, terms or conditions of employment, including claims for workplace torts, wrongful termination, dismissal or discharge, or any discrimination, harassment, breach of employment contract, or defamation. However, solely with respect to Insuring Agreement E, this exclusion shall not apply to that part of any Claim alleging employee -related invasion of privacy or employee—related wrongful infliction of emotional distress in the event such Claim arises out of the actual or alleged disclosure or theft of Protected Information resulting from a Cyber Incident. 18. Unsolicited Communications alleging, based upon, arising out of, or attributable to any unsolicited electronic dissemination of faxes, e-mails, or other communications by or on behalf of an Insured, including actions brought under the Telephone Consumer Protection Act, any federal or state anti -spam statutes, or any other federal or state statute, law, rule, regulation, or common law anywhere in the world relating to a person's or entity's right of seclusion. However, solely with respect to Insuring Agreement E, this exclusion shall not apply to a Claim resulting from a Cyber Incident as defined under subparagraphs 1(a) or 1(c) of such definition. 19. Intentional Unlawful Collection or Use of Protected Information PF -48336 (02/19) Page 15 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY alleging, based upon, arising out of, or attributable to: a. the intentional unlawful collection or intentional unlawful use of Protected Information; or b. the failure to provide adequate notice that Protected Information is being collected or used, by an Insured, with knowledge of any Control Group Member at the time of the Incident. 20. Recall, Renair. Replace alleging, based upon, arising out of, or attributable to any costs or expenses incurred by any Insured or others to recall, repair, replace, upgrade, supplement, or remove the Insured's products, including products which incorporate the Insured's products or services. However, solely with respect to Insuring Agreement T, this exclusion shall not apply to any Claim brought by a third party for loss of use of Technology Services or Technology Products or any products that incorporate Technology Services or Technology Products. B. EXCLUSIONS APPLICABLE TO SPECIFIC INSURING AGREEMENTS In addition to the Exclusions in Section IIIA above, the Insurer shall not be liable for Costs, Damages, or Claims Expenses on account of any Incident or any Claim: i. Force Maieure solely with respect to Insuring Agreements B and C, alleging, based upon, arising out of, or attributable to fire, smoke, explosion, lightning, wind, flood, earthquake, volcanic eruption, tidal wave, landslide, hail, act of God (which does not include acts by actors purporting to be God), nature, or any other physical event, however caused and whether contributed to, made worse by, or in any way resulting from any such events. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently with or in any sequence to the Costs, Damages, or Claims Expenses on account of any Incident or any Claim. 2. Governmental Authority solely with respect to Insuring Agreements B, C, and D, alleging, based upon, arising out of, or attributable to any public or governmental authority, foreign enemy, military, or usurped power seizing or confiscating an Insured's Computer System, a Shared Computer System, or an Insured's Digital Data. 3. Insured v. Insured solely with respect to Insuring Agreements T, E, and F, brought or maintained by, on behalf of, or in the right of any Insured, other than an Additional Insured as defined under subparagraph 6 of the definition of Insured. Provided, however, solely with respect to Insuring Agreement E, this exclusion shall not apply to that part of any Claim alleging employee -related invasion of privacy or employee—related wrongful infliction of emotional distress in the event such Claim arises out of the actual or alleged disclosure or theft of Protected Information resulting from a Cyber Incident. 4. Regulatory or Licensing Entities solely with respect to Insuring Agreements T and F, alleging, based upon, arising out of, or attributable to any action brought by or on behalf of the Federal Trade Commission, the Federal Communications Commission, or any other federal, state, or local government agency, or ASCAP, SESAC, BMI, or other licensing or rights entities in such entity's regulatory, quasi -regulatory, or official capacity, function, or duty. However, solely with respect to Insuring Agreement T, this exclusion shall not apply to a Claim for a Technology Incident brought by an entity above solely in such entity s capacity as a client or customer of an Insured. PF -48336 (02/19) Page 16 of 26 C H U S B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 5. False Advertising or Misrepresentation solely with respect to Insuring Agreements T and F, alleging, based upon, arising out of, or attributable to false or deceptive advertising or promotion, any unfair or deceptive trade practices with respect to the advertising or sale of any goods, products, or services, any inaccurate, inadequate, or incomplete description of the price of goods, products, or services, disclosure of fees, representations with respect to authenticity of any product, or the failure of any goods, products, or services to conform with advertised quality or performance. 6. Contest or Game of Chance solely with respect to Insuring Agreements T and F, alleging, based upon, arising out of, or attributable to any gambling, contest, game of chance or skill, lottery, or promotional game, including tickets or coupons or over -redemption related thereto. 7. Inaccurate Prices. Costs or Estimates solely with respect to Insuring Agreements T, E, and F, alleging, based upon, arising out of, or attributable to the Insured's cost guarantees, cost representations, contract price, pricing guarantees, or estimates of probable costs or cost estimates being exceeded, or any guarantee or promise of cost savings, return on investment, or profitability. IV. SPOUSES, COMMON LAW PARTNERS, ESTATES AND LEGAL REPRESENTATIVES Coverage under this Policy shall extend to any Claim for any Incident made against: A. the lawful spouse or domestic partner of a natural person Insured solely by reason of such spouse's or domestic partner's status as a spouse or domestic partner, or such spouse's or domestic partner's ownership interest in property which the claimant seeks as recovery in such Claim; or B. the estate, heirs, legal representatives, or assigns of a natural person Insured if such natural person Insured is deceased, or the legal representatives or assigns of a natural person Insured if such natural person Insured is legally incompetent, insolvent, or bankrupt, provided that: 1. no coverage is provided for any act, error or omission of an estate, heir, legal representative, assign, spouse, or domestic partner; and 2. all of the terms and conditions of this Policy including, without limitation, all applicable Retentions shown in Item 4 of the Declarations apply to such Claim. V. EXTENDED REPORTING PERIOD A. Solely with respect to Insuring Agreements T, A, E, and F, if the Insurer terminates or does not renew this Policy (other than for failure to pay a premium when due), or if the Named Insured terminates or does not renew this Policy and does not obtain replacement coverage as of the effective date of such termination or nonrenewal, the Named Insured shall have the right, upon payment of the additional premium shown in Item 7A of the Declarations and subject to the terms specified in Subsections B-E directly below, to a continuation of the coverage granted by this Policy for an Extended Reporting Period shown in Item 7B of the Declarations following the effective date of such termination or non- renewal. B. Coverage for the Extended Reporting Period shall be only for Claims first made or Incidents first discovered during such Extended Reporting Period and arising from Incidents taking place prior to the effective date of such termination or non -renewal. This right to continue coverage shall lapse unless written notice of such election is given by the Named Insured to the Insurer, and the Insurer receives PF -48336 (02/19) Page 19 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY payment of the additional premium shown in Item 7A of the Declarations, within thirty (3o) days following the effective date of termination or non -renewal. C. The Extended Reporting Period is non -cancelable and the entire premium for the Extended Reporting Period shall be deemed fully earned and non-refundable upon payment. D. The Extended Reporting Period shall not increase or reinstate any Limits of Insurance. The Limits of Insurance as shown in Item 3 and Item 4 of the Declarations shall apply to both the Policy Period and the Extended Reporting Period, combined. E. A change in Policy terms, conditions, exclusions, or premiums shall not be considered a non -renewal for purposes of triggering the rights to the Extended Reporting Period. VI. LIMITS OF INSURANCE Regardless of the number of Insuring Agreements purchased under this Policy, or the number of Incidents, Insureds against whom Claims are brought, Claims made, or persons or entities making Claims: A. MAXIMUM POLICY AGGREGATE LIMIT OF INSURANCE The Insurer's maximum limit of insurance for all Incidents or Claims under all Insuring Agreements shall be the Maximum Policy Aggregate Limit of Insurance shown in Item 313 of the Declarations. B. AGGREGATE LIMIT FOR ALL INCIDENTS OR CLAIMS UNDER ANY ONE INSURING AGREEMENT The Insurer's maximum limit of insurance for all Incidents or Claims under any one Insuring Agreement shall be the applicable Aggregate Limit for all Incidents or Claims shown in Item 4 of the Declarations, which shall be part of, and not in addition to, the Maximum Policy Aggregate Limit of Insurance shown in Item 3B of the Declarations. C. MAXIMUM LIMIT OF INSURANCE FOR EACH INCIDENT OR CLAIM UNDER ANY ONE INSURING AGREEMENT The Insurer's maximum limit of insurance for each Incident or Claim under any one Insuring Agreement shall be the applicable Each Incident or Claim Limit shown in Item 4 of the Declarations, which shall be part of, and not in addition to, both the applicable Aggregate Limit for all Incidents or Claims shown in Item 4 of the Declarations, and the Maximum Policy Aggregate Limit of Insurance shown in Item 313 of the Declarations. D. MAXIMUM LIMIT OF INSURANCE FOR ALL INTERRELATED INCIDENTS AND CLAIMS All Claims arising out of the same Incident and all Interrelated Incidents shall be deemed to be one Claim, and such Claim shall be deemed to be first made on the date the earliest of such Claims is first made, regardless of whether such date is before or during the Policy Period. All Interrelated Incidents shall be deemed to be one Incident, and such Incident shall be deemed to be first discovered or have first occurred, as applicable, on the date the earliest of such Incidents is first discovered or first occurs, regardless of whether such date is before or during the Policy Period. The Insurer's maximum limit of insurance for all Interrelated Incidents and Claims arising out of such Interrelated Incidents shall be the Maximum Single Limit of Insurance shown in Item 3A of the Declarations, regardless of whether Costs, Damages, or Claims Expenses from a single Incident or Claim are covered under more than one Insuring Agreement. Notwithstanding anything in this paragraph to the contrary, in no event shall the Insurer pay more than the applicable: t. Maximum Policy Aggregate Limit of Insurance shown in Item 3B of the Declarations, 2. Aggregate Limit for all Incidents or Claims under any one Insuring Agreement shown in Item 4 of the Declarations, and PF -48336 (02/19) Page 18 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 3. Each Incident or Claim Limit under any one Insuring Agreement shown in Item 4 of the Declarations. E. Costs, Damages, and Claims Expenses shall be part of and not in addition to the applicable Limit of Insurance shown in the Declarations, and shall reduce such applicable Limit of Insurance. If the applicable Limit of Insurance is exhausted by payment of Costs, Damages, and Claims Expenses, the obligations of the Insurer under this Policy shall be completely fulfilled and extinguished. F. Any sub -limits shown in the Declarations or added by endorsement to this Policy shall be part of and not in addition to the applicable Limit of Insurance shown in the Declarations, and shall reduce such applicable Limit of Insurance. VIL RETENTION A. The liability of the Insurer shall apply only to that part of Costs, Damages, and Claims Expenses which is in excess of the applicable Retention amount shown in Item 4 of the Declarations. Such Retention shall be borne uninsured by the Named Insured and at the risk of all Insureds. B. With respect to Insuring Agreement B, the liability of the Insurer shall apply only to: r. the actual Business Interruption Loss and Contingent Business Interruption Loss incurred by an Insured once the applicable Waiting Period shown in Item 4B of the Declarations has expired, provided that such amount is in excess of the applicable Retention amount shown in Item 4B of the Declarations; and 2. Extra Expenses incurred by an Insured as of the start of the Interruption in Service, provided that such amount is in excess of the applicable Retention amount shown in Item 4B of the Declarations. The Waiting Period and Retention amounts shall be computed as of the start of the Interruption in Service. Any Business Interruption Loss, Contingent Business Interruption Loss, or Extra Expenses incurred by an Insured during the Waiting Period shall reduce and may exhaust any applicable Retention. C. A single Retention amount shall apply to Costs, Damages, and Claims Expenses arising from all Interrelated Incidents or Claims alleging Interrelated Incidents. D. If a single Incident or Claim, or Interrelated Incidents, are subject to different Retentions, the applicable Retention shall be applied separately to each part of the Costs, Damages, and Claims Expenses, but the sum of such Retentions shall not exceed the largest applicable Retention. VIII. NOTICE A. Urgent crisis management assistance by the Cyber Incident Response Coach is available at the hotline number shown in the Declarations. Use of the services of the Cyber Incident Response Coach for a consultation DOES NOT constitute notice under this Policy of a Cyber Incident or Claim. In order to provide notice under this Policy, such notice must be given in accordance with and is subject to Subsections B -D of this Section VIII. B. An Insured shall, as a condition precedent to such Insured's rights under this Policy, give to the Insurer written notice of any Incident or Claim as soon as practicable after any Control Group Member discovers such Incident or becomes aware of such Claim, but in no event later than: i. if this Policy expires (or is otherwise terminated) without being renewed with the Insurer, ninety (go) days after the effective date of such expiration or termination; or 2. the expiration of the Extended Reporting Period, if applicable, PF -48336 (02/19) Page 19 of 26 CHUBS* CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY provided that if the Insurer sends written notice to the Named Insured, stating that this Policy is being terminated for nonpayment of premium, an Insured shall give to the Insurer written notice of such Incident or Claim prior to the effective date of such termination. If the Insured is unable to provide notification required under this Policy due a prohibition by any law enforcement or governmental authority, the Insured will use its best efforts to provide the Insurer with information to make the Insurer aware of a potential or actual Incident or Claim until written notice can actually be provided. Notwithstanding the foregoing, there shall be no coverage for any such Incident or Claim if the information withheld relating to such Incident or Claim was: a. both (i) known to the Insured prior to the Policy Inception Date shown in Item 2 of the Declarations, and (ii) not disclosed in the Application; or b. not disclosed in writing to the Insurer within a reasonable time period after the prohibition on disclosing the information was revoked or no longer necessary. C. If, during the Policy Period, any Control Group Member first becomes aware of any Incident, or any fact, circumstance, situation, or Incident which may reasonably give rise to a future Claim under this Policy ("Potential Claim"), and written notice is given to the Insurer during the Policy Period, of the: 1. nature of the Incident or Potential Claim; 2. identity of the Insureds allegedly involved; 3. circumstances by which the Insureds first became aware of the Incident or Potential Claim; 4. identity of the actual or potential claimants; 5. foreseeable consequences of the Incident or Potential Claim; and 6. nature of the potential Damages; then any Claim which arises out of such Incident or Potential Claim shall be deemed to have been fust made at the time such written notice was received by the Insurer. The Insurer will not pay for Damages or Claims Expenses incurred prior to the time such Incident or Potential Claim results in a Claim. D. All notices under any provision of this Policy shall be given as follows: i. Notice to the Insureds may be given to the Named Insured at the address shown in Item 1 of the Declarations. 2. Notice to the Insurer of any Incident, Claim, or Potential Claim shall be given to the Insurer at the physical address or email address shown in Item 9A of the Declarations. 3. All other notices to the Insurer under this Policy shall be given to the Insurer at the physical address shown in Item 9B of the Declarations. Notice given as set out above shall be deemed to be received and effective upon actual receipt thereof by the addressee, or one day following the date such notice is sent, whichever is earlier. When any such notices are sent to a physical address, such notices shall be sent by prepaid express courier or certified mail properly addressed to the appropriate party. IX. DEFENSE AND SETTLEMENT PF -48336 (02/19) Page 20 of 26 C H U S B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY A. Except as provided in Subsection B of this Section IX, the Insurer shall have the right and duty to defend any Claim brought against an Insured even if such Claim is groundless, false, or fraudulent. The Insurer shall consult and endeavor to reach an agreement with the Insured regarding the appointment of counsel, but shall retain the right to appoint counsel and to make such investigation and defense of a Claim as it deems necessary. B. The Insurer shall have the right, but not the duty, to defend any Regulatory Proceeding. For such Claims, the Insured shall select defense counsel from the Insurer's list of approved law firms, and the Insurer reserves the right to associate in the defense of such Claims. C. No Insured shall settle any Claim, incur any Claims Expenses, or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Insurer's written consent, which shall not be unreasonably withheld. D. The Insurer shall not settle any Claim without the written consent of the Named Insured. If the Named Insured refuses to consent to a settlement recommended by the Insurer and acceptable to the claimant, then the Insurer's applicable Limit of Insurance under this Policy with respect to such Claim shall be reduced to: r. the amount of Damages for which the Claim could have been settled plus all Claims Expenses incurred up to the time the Insurer made its recommendation to the Named Insured; plus z. eighty percent (8o%) of all subsequent covered Damages and Claims Expenses in excess of such amount referenced in paragraph (t) immediately above, which amount shall not exceed that portion of any applicable Limit of Insurance that remains unexhausted by payment of Costs, Damages, and Claims Expenses. The remaining twenty percent (20%) of all subsequent covered Damages and Claims Expenses shall be borne by the Insureds uninsured and at their own risk. However, this Subsection D does not apply to any potential settlement that is within the Retention E. The Insurer shall not be obligated to investigate, defend, pay, or settle, or continue to investigate, defend, pay, or settle any Claim after any applicable Limit of Insurance has been exhausted by payment of Costs, Damages, or Claims Expenses, or by any combination thereof, or after the Insurer has deposited the remainder of any unexhausted applicable Limit of Insurance into a court of competent jurisdiction. In either such case, the Insurer shall have the right to withdraw from the further investigation, defense, payment, or settlement of such Claim by tendering control of such Claim to the Insured. F. The Insureds shall cooperate with the Insurer and provide to the Insurer all information and assistance which the Insurer reasonably requests, including attending hearings, depositions, and trials, and assistance in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses, and conducting the defense of any Claim covered by this Policy. The Insured shall do nothing that may prejudice the Insurer's position. The Insureds shall forward to the Insurer as soon as practicable, at the address shown in Item 9A of the Declarations, every demand, notice, summons, or other process or pleading received by an Insured or its representatives. G. With the exception of paragraph 6 of the Cyber Incident Response Expenses definition, an Insured has the right to incur Cyber Incident Response Expenses without the Insurer's prior consent. However, the Insurer shall, at its sole discretion and in good faith, pay only for such expenses that the Insurer deems to be reasonable and necessary. X. PROOF OF LOSS FOR FIRST PARTY INSURING AGREEMENTS A. Requests for payment or reimbursement of Costs incurred by an Insured shall be accompanied by a proof of loss with full particulars as to the computation of such Costs. Such proof of loss will include in detail how the Costs were calculated, and what assumptions have been made, and shall include documentary evidence, including any applicable reports, books of accounts, bills, invoices, and other vouchers or proofs of payment made by an Insured in relation to such Costs. Furthermore, the PF -48336 (02/19) Page 21 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY Insureds shall cooperate with, and provide any additional information reasonably requested by, the Insurer in its investigation of any Incident and review of Costs, including the right to investigate and audit the proof of loss and inspect the records of an Insured. B. In addition to an Insured's proof of loss as set forth in Subsection A above, with respect to Insuring Agreement B, the Business Interruption Loss or Contingent Business Interruption Loss will be determined taking full account and due consideration of such proof of loss and the trends or circumstances which affect the profitability of the business and would have affected the profitability of the business had the Business Interruption Loss or Contingent Business Interruption Loss not occurred, including all material changes in market conditions or adjustment expenses which would affect the net profit generated. However, the Insurer's adjustment will not include the Insured's increase in income that would likely have been earned as a result of an increase in the volume of business due to favorable business conditions caused by the impact of a Malicious Computer Act on others. XI. ALLOCATION If a Claim includes both covered and uncovered matters, then coverage shall apply as follows A. Claims Expenses: One hundred percent (loo%) of Claims Expenses incurred by any Insured on account of such Claim shall be considered covered provided that the foregoing shall not apply with respect to: (i) a Regulatory Proceeding; or, (ii) any Insured for whom coverage is excluded pursuant to Exclusion IIIA.t or Section XIV, Subsection C. With respect to a Regulatory Proceeding, amounts for covered Claims Expenses and for uncovered fees, costs, and expenses shall be allocated based upon the relative legal and financial exposures of, and the relative benefits obtained by, the parties to such matters. B. Loss other than Claims Expenses: all remaining loss incurred by such Insured from such Claim shall be allocated between covered Damages and uncovered damages based upon the relative legal and financial exposures of, and the relative benefits obtained by, the parties to such matters. XII. OTHERINSURANCE If any Costs, Damages, or Claims Expenses covered under this Policy are covered under any other valid and collectible insurance, then this Policy shall cover such Costs, Damages, or Claims Expenses, subject to the Policy terms and conditions, only to the extent that the amount of such Costs, Damages, or Claims Expenses are in excess of the amount of such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent, or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Insurance provided by this Policy. Notwithstanding the foregoing, in the event an Insured has, prior to any Technology Incident, contractually obligated itself to provide primary and non-contributory insurance to any Additional Insured, as defined under subparagraph 6 of the definition of Insured, this Policy will be considered primary and not excess of or non-contributory to any other insurance provided by, or for the benefit of, such Additional Insured. XIII. MATERIAL CHANGES IN EXPOSURE A. ACQUISITION OR CREATION OF ANOTHER ENTITY If, during the Policy Period, the Named Insured: t. acquires voting securities in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary; or 2. acquires any entity by merger into or consolidation with the Named Insured; then, subject to the terms and conditions of this Policy, such entity and its natural person Insureds shall be covered under this Policy but only with respect to Claims for Incidents, or Incidents, as applicable, taking place after such acquisition or creation, unless the Insurer agrees to provide coverage PF -48336 (02/19) Page 22 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY by endorsement for Claims for Incidents, or Incidents, as applicable, taking place prior to such acquisition or creation. B. ACQUISITION OF THE NAMED INSURED If, during the Policy Period, any of the following events occurs: 1. the acquisition of the Named Insured, or of all or substantially all of its assets, by another entity, or the merger or consolidation of the Named Insured into or with another entity such that the Named Insured is not the surviving entity; or 2. the obtaining by any person, entity, or affiliated group of persons or entities, of the right to elect, appoint, or designate at least fifty percent (50%) of the directors, trustees, managers, members of the Board of Managers, management or executive committee members, or equivalent positions of the Named Insured; then coverage under this Policy will continue in full force and effect until termination of this Policy, but only with respect to Claims for Incidents, or Incidents, as applicable, taking place before such event. Coverage under this Policy will cease as of the effective date of such event with respect to Claims for Incidents, or Incidents, as applicable, taking place after such event. This Policy may not be cancelled after the effective time of the event, and the entire premium for this Policy shall be deemed earned as of such time. C. TERMINATION OF A SUBSIDIARY If, before or during the Policy Period, an entity ceases to be a Subsidiary, coverage with respect to such Subsidiary and any Insured (as defined in paragraphs 3, 4, and 5 of such definition) of the Subsidiary shall continue until termination of this Policy. Such coverage continuation shall apply only with respect to Claims for Incidents, or Incidents, as applicable, taking place prior to the date such entity ceased to be a Subsidiary. XIV. REPRESENTATIONS A. In granting coverage to any Insured, the Insurer has relied upon the declarations and statements in the Application for this Policy. Such declarations and statements are the basis of the coverage under this Policy and shall be considered as incorporated in and constituting part of this Policy. B. The Application for coverage shall be construed as a separate Application for coverage by each Insured. With respect to the declarations and statements in such Application, no knowledge possessed by a natural person Insured shall be imputed to any other natural person Insured. C. However, in the event that such Application contains any misrepresentations made with the actual intent to deceive or contains misrepresentations which materially affect either the acceptance of the risk or the hazard assumed by the Insurer under this Policy, then no coverage shall be afforded for any Incident or Claim based upon, arising from, or in consequence of any such misrepresentations with respect to: 1. any natural person Insured who knew of such misrepresentations (whether or not such natural person knew such Application contained such misrepresentations); or 2. an Organization, if any past or present Control Group Member knew of such misrepresentations (whether or not such Control Group Member knew such Application contained such misrepresentations). D. The Insurer shall not be entitled under any circumstances to void or rescind this Policy with respect to any Insured. XV. TERMINATION OF THIS POLICY A. This Policy shall terminate at the earliest of the following times: PF -48336 (02/19) Page 23 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY 1. the effective date of termination specified in a prior written notice by the Named Insured to the Insurer; 2. twenty (2o) days after receipt by the Named Insured of a written notice of termination from the Insurer for failure to pay a premium when due, unless the premium is paid within such twenty (20) day period; 3. upon expiration of the Policy Period as shown in Item 2 of the Declarations; or 4. at such other time as may be agreed upon by the Insurer and the Named Insured. B. If the Policy is terminated by the Named Insured or the Insurer, the Insurer shall refund the unearned premium computed pro rata. Payment or tender of any unearned premium by the Insurer shall not be a condition precedent to the effectiveness of such termination, but such payment shall be made as soon as practicable. XVI. TERRITORY AND VALUATION A. Coverage provided under this Policy shall extend to Incidents and Claims taking place, brought, or maintained anywhere in the universe. Any provision in this Policy pertaining to coverage for Incidents or Claims made, or Damages or Claims Expenses sustained anywhere outside the United States of America shall only apply where legally permissible. B. All premiums, limits, retentions, Costs, Damages, Claims Expenses, and other amounts under this Policy are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated, or another element of loss under this Policy is stated in a currency other than United States of America dollars, or if Extortion Expenses are stated in a currency, including Bitcoin or other crypto-currency(ies), other than United States of America dollars, payment under this Policy shall be made in United States dollars at the applicable rate of exchange as published by The Wall Street Journal as of the date the final judgment is reached, the amount of the settlement is agreed upon, or the other element of loss is due, respectively, or, if not published on such date, the next date of publication by The Wall Street Journal. If there is no applicable rate of exchange published by The Wall Street Journal, then payment under this Policy shall be made in the equivalent of United States of America dollars at the actual rate of exchange for such currency. XVII. CYBER INCIDENT RESPONSE FUND AND LOSS MITIGATION SERVICES PROVISIONS A. With respect to the Cyber Incident Response Team or a Non -Panel Response Provider providing to an Insured the services shown in the definition of Cyber Incident Response Expenses: 1. The Insureds are under no obligation to contract for services with the Cyber Incident Response Team. However, if an Insured elects to use any Non -Panel Response Providers for any Cyber Incident Response Expenses, the applicable Limits of Insurance shown in Item 4A2 of the Declarations will apply. 2. The Insurer shall not be a party to any agreement entered into between any Cyber Incident Response Team service provider and an Insured. 3. Cyber Incident Response Team service providers are independent contractors, and are not agents of the Insurer. The Insureds agree that the Insurer assumes no liability arising out of any services rendered by a Cyber Incident Response Team service provider. The Insurer shall not be entitled to any rights or subject to any obligations or liabilities set forth in any agreement entered into between any Cyber Incident Response Team service provider and an Insured. Any rights and obligations with respect to such agreement, including billings, fees, and services rendered, are solely for the benefit of, and borne solely by such Cyber Incident Response Team service provider and such Insured, and not the Insurer. 4. The Insurer has no obligation to provide any of the services provided by the Cyber Incident Response Team. PF -48336 (02/19) Page 24 of 26 C H U B B' CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY B. With respect to any other third party vendor, the Insurer may provide the Named Insured with a list of third -party privacy and network security loss mitigation vendors whom the Named Insured, at its own election and at the Named Insured's own expense, may retain for cyber risk management to inspect, assess, and audit the Named Insured's property, operations, systems, books, and records, including the Named Insured's network security, employee cyber security awareness, incident response plans, services provider contracts, and regulatory compliance. Any loss mitigation inspection, assessment, or audit purchased by the Named Insured, and any report or recommendation resulting therefrom, shall not constitute an undertaking at the request of, or for the benefit of, the Insurer. C. The Insurer may also make available third -parry privacy and network security loss mitigation services to the Insureds, at no additional expense to the Named Insured, in order to help the Insureds analyze key cyber exposures and limit their exposure to a potential loss during the Policy Period. Such services shall be provided by a pre -approved vendor of the Insurer. D. The Insurer shall be permitted but not be obligated to make loss control recommendations and provide loss control services to the Organization for the Insurer's underwriting purposes, following notice and coordination with the Named Insured. The Insurer's right to make recommendations for, or provide, loss control services is for the exclusive purpose of making an underwriting determination and shall not constitute an undertaking on behalf of or for the benefit of the Organization or others. Furthermore, such loss control services are undertaken for the benefit of the Insurer and relate only to the insurability of the Organization for coverage under this Policy, to reduce the severity or frequency of losses, or to determine the premiums to be charged. XVIII. SUBROGATION A. The Insurer shall have no rights of subrogation against any Insured under this Policy unless Exclusion III.A.r or Section XIV, Subsection C, applies. B. In the event of payment under this Policy, the Insureds must transfer to the Insurer any applicable rights to recover from another person or entity all or part of any such payment. The Insureds shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Insurer to effectively bring suit or otherwise pursue subrogation rights in the name of the Insureds. C. If prior to the Incident or Claim connected with such payment an Insured has agreed in writing to waive such Insured's right of recovery or subrogation against any person or entity, such agreement shall not be considered a violation of such Insured's duties under this Policy. XIX. ACTION AGAINST THE INSURER AND BANKRUPTCY Except as provided in Section XXII, Alternative Dispute Resolution, no action shall lie against the Insurer. No person or entity shall have any right under this Policy to join the Insurer as a parry to any action against any Insured to determine the liability of such Insured, nor shall the Insurer be impleaded by any Insured or its legal representatives. Bankruptcy or insolvency of any Insured or of the estate of any Insured shall not relieve the Insurer of its obligations or deprive the Insurer of its rights or defenses under this Policy. XX. AUTHORIZATION CLAUSE By acceptance of this Policy, the Named Insured agrees to act on behalf of all Insureds with respect to the giving of notice of Incident or Claim, the giving or receiving of notice of termination or non -renewal, the payment of premiums, the receiving of any premiums that may become due under this Policy, the agreement to and acceptance of endorsements, consenting to any settlement, exercising the right to the Extended Reporting Period, and the giving or receiving of any other notice provided for in this Policy, and all Insureds agree that the Named Insured shall so act on their behalf. XXI. ALTERATION, ASSIGNMENT, AND HEADINGS PF -48336 (o2/19) Page 25 of 26 C H U B B° CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY A. Notice to any agent, or knowledge possessed by any agent or by any other person, shall not affect a waiver or a change in any part of this Policy or prevent the Insurer from asserting any right under the terms of this Policy. B. No change in, modification of, or assignment of interest under this Policy shall be effective except when made by a written endorsement to this Policy which is signed by an authorized representative of the Insurer. C. The titles and headings to the various parts, sections, subsections, and endorsements of the Policy are included solely for ease of reference and do not in any way limit, expand, serve to interpret, or otherwise affect the provisions of such parts, sections, subsections, or endorsements. D. Any reference to the singular shall include the plural and vice versa. XXII. ALTERNATIVE DISPUTE RESOLUTION A. The Insureds and the Insurer shall submit any dispute or controversy arising out of or relating to this Policy or the breach, termination, or invalidity thereof to the alternative dispute resolution ("ADR") process set forth in this Section. B. Either an Insured or the Insurer may elect the type of ADR process discussed below. However, such Insured shall have the right to reject the choice by the Insurer of the type of ADR process at any time prior to its commencement, in which case the choice by such Insured of ADR process shall control. C. There shall be two choices of ADR process: r. non-binding mediation administered by any mediation facility to which the Insurer and an Insured mutually agree, in which such Insured and the Insurer shall try in good faith to settle the dispute by mediation in accordance with the then -prevailing commercial mediation rules of the mediation facility; or z. arbitration submitted to any arbitration facility to which an Insured and the Insurer mutually agree, in which the arbitration panel shall consist of three disinterested individuals. In either mediation or arbitration, the mediator or arbitrators shall have knowledge of the legal, corporate management, or insurance issues relevant to the matters in dispute. In the event of arbitration, the decision of the arbitrators shall be final and binding and provided to both parties, and the award of the arbitrators shall not include attorneys' fees or other costs. In the event of mediation, either parry shall have the right to commence a judicial proceeding. However, no such judicial proceeding shall be commenced until at least sixty (6o) days after the date the mediation shall be deemed concluded or terminated. In all events, each party shall share equally the expenses of the ADR process. D. Either ADR process may be commenced in New York or in the state shown in Item 1 of the Declarations as the principal address of the Named Insured. The Named Insured shall act on behalf of each and every Insured in connection with any ADR process under this Section. XXIII. COMPLIANCE WITH TRADE SANCTIONS This insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the providing of such insurance. PF -48336 (02/19) Page 26 of 26 CHUBB° GENERAL AMENDATORY ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: 1. Section II, Definitions, is amended as follows: a. The definition of Shared Computer System is deleted in its entirety and replaced with the following: Shared Computer System means a Computer System, other than an Insured's Computer System, operated for the benefit of an Insured by a third party under written agreement or contract with an Insured to provide data hosting, cloud services or computing, co -location, data back-up, data storage, data processing, platforms -as -a -service, software -as -a -service, infrastructure -as -a -service, or any similar type of outsourced computing services. However, Shared Computer System shall not include Infrastructure. b. The following definitions are added: Authorized User means any individual authorized by an Organization to access an Insured's Computer System or Shared Computer System. Breach Disclosure Incident means a Ober Incident, as defined in paragraph 1.b. of such definition, followed by written notification by the Insured to those natural persons whose Protected Information was wrongfully disclosed or otherwise compromised as a result of such Cyber Incident, but only if such notification by the Insured was: 1. required to comply with Privacy or Cyber Laws; or 2. made with the Insurer's prior consent. Custodian Breach means any unlawful or unauthorized access, exposure, disclosure, loss, alteration, or destruction of Protected Information, or data breach as otherwise defined in Privacy or Cyber Laws, within a Computer System operated by a third party data custodian under written agreement or contract with an Insured. Indecent Content means words, phrases, postings, pictures, advertisements, or any other material that: 1. is sexually explicit and is in violation of a statute prohibiting such content; 2. is sexually explicit and posted without the consent of the natural person(s) depicted in the material; 3. encourages, facilitates, incites, or threatens abuse, molestation, or sexual exploitation, including human trafficking or human sex trafficking; or 4. encourages, facilitates, incites, or threatens physical violence, self-inflicted violence, or any other related harm, including terrorism. Infrastructure means any of the following operated or supplied by a third party: 1. electricity, gas, fuel, energy, water, telecommunications, or other utility; 2. Internet infrastructure, including any Domain Name System (DNS), Certificate Authority, or Internet Service Provider (ISP); 3. satellite; or 4. financial transaction or payment process platform, including a securities exchange. Limited Impact Event means a Cyber Incident that does not arise from a Widespread Trigger. PF -54812 (o6/21) Page 1 of 4 CHUBS" Limited Impact Group means, collectively: 1. any Insured under this Policy, except Additional Insureds; 2. any person or entity, including any Additional Insured, which has a direct business relationship with an Organization (a "Relationship"), and: a. is consequently affected by the Cyber Incident due solely to such Relationship; or b. through which a Cyber Incident consequently arises due solely to such Relationship; g. any other person or entity which is consequently affected by the Cyber Incident due solely to a direct or indirect business relationship with a person or entity described in sub -paragraph 2.a. immediately above; and 4. solely with respect to Insuring Agreements A and E, any "Impacted Parry," meaning any person or entity, which has a direct business relationship with a third parry data custodian, and where such data custodian experiences a Custodian Breach, provided that: a. such Custodian Breach results in: i. a Breach Disclosure Incident; and ii. such Impacted Party to incur similar notification expenses in order to comply with Privacy or Cyber Laws; and b. the act, error, omission, or failure, or interdependent series of acts, errors, omissions, or failures that constitutes or causes such Custodian Breach does not also cause additional data breaches of other third parties beyond any Impacted Party. Widespread Trigger means: 1. a single act or interdependent series of acts committed by an actor or coordinated actors who are outside of the Organization; or 2. a single error, omission, or failure, or interdependent series of errors, omissions, or failures, of a person or Computer System which is outside of the Organization, which constitutes or causes both a Cyber Incident and an incident within a Computer System of any person or entity outside of the Limited Impact Group. However, Widespread Trigger shall not include an act or interdependent series of acts which requires subsequent intervening deceitful manipulation of the actions of an Authorized User in order to constitute or cause the Cyber Incident. 2. Section III, Exclusions, is amended as follows: a. Subsection A, Exclusions Applicable To All Insuring Agreements, is amended as follows: i. Exclusion 8, Infrastructure Outage, is deleted in its entirety and replaced with the following: 8. Infrastructure alleging, based upon, arising out of, or attributable to any failure, interruption, disturbance, degradation, corruption, impairment, or outage of Infrastructure. However, this exclusion shall not apply to Insuring Agreement T or any Limited Impact Event. ii. Exclusion 9, War, is deleted in its entirety and replaced with the following: 9. War alleging, based upon, arising out of, or attributable to: a. any Malicious Computer Act or any hostile event or act, or series of similar or related events or acts (each a "Hostile Act'), committed or made, in whole or in part, by or on behalf of a sovereign State or state-sponsored actor or group (each a "Belligerent') that results in or is cited as a reason in a formal declaration of war by the U.S. Congress or responsible PF -54812 (o6/21) Page 2 of 4 CHUBB" governmental body of any other sovereign State (each a `Governmental Authority") against a sovereign State; b. any Malicious Computer Act committed or made, in whole or in part, by or on behalf of a Belligerent that results in the U.S. President or any Governmental Authority ordering actions that constitute the use of force against a sovereign State; c. any Malicious Computer Act committed or made, in whole or in part, by or on behalf of a Belligerent that results in or is cited as a reason in a resolution or other formal action by the United Nations Security Council authorizing the use of force or economic sanctions against a sovereign State, or that results in the use of force by the North Atlantic Treaty Organization or any other equivalent international intergovernmental military or political alliance, against a sovereign State; d. any Hostile Act or Malicious Computer Act committed by a Belligerent subsequent to any Hostile Act or Malicious Computer Act described in paragraphs a -c immediately above, which together with a Hostile Act or Malicious Computer Act described in paragraphs a -c immediately above, has as a common nexus any act, fact, circumstance, situation, event, transaction, cause, or series of related acts, facts, circumstances, situations, events, transactions, or causes; or e. civil war, rebellion, revolution, or insurrection. iii. The following exclusion is added: • Communications Decency alleging, based upon, arising out of, or attributable to the failure of any Insured, or others for whom an Insured is legally responsible, to prevent the publication or dissemination of Indecent Content. b. Subsection B, Exclusions Applicable To Specific Insuring Agreements, is amended as follows: i. Exclusion 1, Force Majeure, is deleted in its entirety and replaced with the following: i. Force Maieure solely with respect to Insuring Agreements B and C, alleging, based upon, arising out of, or attributable to fire, smoke, explosion, lightning, wind, flood, earthquake, volcanic eruption, electromagnetic pulse or radiation, tidal wave, landslide, hail, act of God (which does not include acts by actors purporting to be God), nature, or any other physical event, however caused and whether contributed to, made worse by, or in any way resulting from any such events. This exclusion applies regardless of any other contributing or aggravating cause or event that contributes concurrently with or in any sequence to the Costs, Damages, or Claims Expenses on account of any Incident or any Claim. ii. Exclusion 2, Governmental Authority, is deleted in its entirety and replaced with the following: 2. Governmental Authority solely with respect to Insuring Agreements B, C, and D, alleging, based upon, arising out of, or attributable to any public or governmental authority, foreign enemy, military, or usurped power: a. seizing or confiscating an Insured's Computer System, a Shared Computer System, or an Insured's Digital Data; or b. mandating the restriction of operations, closure, or shutdown of (i) any entity or person operating a Computer System or (ii) any Computer System; provided, however, this exclusion shall not apply to any such actions of a government directed solely against the Insured's Computer System in response to a Malicious Computer Act also directed solely against such Insured's Computer System. iii. The following exclusion is added: PF -54812 (o6/21) Page 3 of 4 CHUBS' False Claims Act solely with respect to Insuring Agreements E and F, and P or T, as applicable, alleging, based upon, arising out of, or attributable to any actual or alleged violation by the Insured of the False Claims Act (31 U.S.C. H 3729-3733), and amendments thereto or any rules or regulations promulgated thereunder, amendments thereof, or any similar federal, state, or common law anywhere in the world. All other terms, conditions and limitations of this Policy shall remain unchanged. PF -54812 (06/21) Page 4 of 4 CHUBB' RETROACTIVE DATE (ITEM 5) AMENDED — SPECIFIED BY INSURED AND INSURING AGREEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that solely with respect to the Insured(s) listed below, Item 5 of the Declarations is deleted in its entirety and the following is inserted for each Insured respectively: 1.With respect to the following Insureds: All Insureds, except as otherwise specified, if any. Item 5. Retroactive Date: E. Ober, Privacy And Network Security Liability 01-01-2015 F. Electronic, Social And Printed Media Liability 01-01-2015 T. Technology Errors and Omissions Liability 01-01-2015 All other terms, conditions and limitations of this Policy shall remain unchanged. PF -48165 (02/19) Page 1 of 1 C H U B ADDITIONAL INSURED - BLANKET PURSUANT TO A CONTRACT - DIGITECH® THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: t. It is agreed that Section II, Definitions, the definition of Insured paragraph 6 is deleted and replaced with the following: 6. any natural person or entity for whom an Organization is required by written contract or agreement to provide insurance coverage under this Policy (hereinafter "Additional Insured"), but only with respect to Claims: a. arising out of any Incident committed after the Organization and the Additional Insured entered into such written contract or agreement; b. for any Incident committed by, on behalf of, or at the direction of the Organization; and c. subject to the lesser of the limits of insurance required by such written contract or agreement between the Organization and the Additional Insured, or the applicable Limits of Insurance of this Policy. However, no natural person or entity shall be an Additional Insured with respect to any Claim arising solely out of such natural person's or entity's independent act, error, or omission. In the event of a disagreement between the Named Insured and the natural person or entity as to whether the Claim arises solely out of such natural person's or entitys independent act, error, or omission, it is agreed that the Insurer shall abide by the determination of the Named Insured on this issue, and such determination shall be made by the Named Insured within 20 days of the notification to the Insurer of the applicable Claim. 2. Section XII, Other Insurance, is amended by deleting the term "Technology Incident" and replacing it with the term "Incident". All other terms, conditions and limitations of this Policy shall remain unchanged. PF -48238 (02/19) Page 1 of 1 CHUBB" UNINCORPORATED SMALL BUSINESS ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: 1. Section II, Definitions, is amended as follows: A. the definition of Computer System is amended by adding the words "the following but only when used during the course of Insured Business Operations:" immediately after the word "means". B. the definition of Control Group Member is deleted in its entirety and replaced with the following: Control Group Member means, as applicable, an Organization's Chief Executive Officer, Chief Financial Officer, Chief Information Officer, Chief Information Security Officer, Chief Privacy Officer, Chief Technology Officer, General Counsel, or Risk Manager, or the organizational or functional equivalent of such positions. If the Named Insured is a sole proprietor, or an independent contractor, then Control Group Member shall include a spouse, domestic partner, or partner in a civil union, of the Named Insured. C. the definition of Cyber Incident is deleted in its entirety and replaced with the following: Cyber Incident means: 1. with respect to Insuring Agreement A, Ober Incident Response Fund, a. any actual or reasonably suspected Network Security Failure; b. any actual or reasonably suspected failure by an Insured, or any independent contractor for whom or for which an Insured is legally responsible, to properly handle, manage, store, destroy, protect, use, or otherwise control Protected Information; c. any unintentional violation by an Insured of any Privacy or Cyber Law, including the unintentional wrongful collection of Protected Information by an Insured; d. any reasonably suspected Interruption in Service, provided a Limit of Insurance is shown in the Declarations applicable to Insuring Agreement B, Business Interruption And Extra Expenses; or e. any reasonably suspected Network Extortion Threat, provided a Limit of Insurance is shown in the Declarations applicable to Insuring Agreement D, Network Extortion; z. with respect to Insuring Agreement B, Business Interruption And Extra Expenses, an actual Interruption in Service; 3. with respect to Insuring Agreement C, Digital Data Recovery, an actual Network Security Failure resulting in Digital Data Recovery Costs; 4. with respect to Insuring Agreement D, Network Extortion, an actual Network Extortion Threat; or 5. with respect to Insuring Agreement E, Cyber, Privacy And Network Security Liability, any error, misstatement, misleading statement, act, omission, neglect, breach of duty, or other offense actually or allegedly committed or attempted by any Insured in their capacity as such, resulting in or based upon a Cyber Incident as referenced in paragraphs i — 4 immediately above; actually or allegedly occurring or committed during the course of Insured Business Operations. D. the definition of Digital Data is amended by adding the following: PF -49487 (02/19) Page 1 of 5 CHUaso Digital Data shall not include information or images, the possession or creation of which is a violation of federal, state, local, or international law or regulation anywhere in the world. Digital Data shall also not include data created or used for any purposes other than Insured Business Operations. E. the definition of Insured is deleted in its entirety and replaced with the following: Insured means: r. the Named Insured, but if the Named Insured is a sole proprietor, independent contractor, or a partner in a general partnership, then only with respect to Incidents which occur within the scope of their duties as a sole proprietor, independent contractor, or partner; 2. any Subsidiary of the Named Insured, but only with respect to Incidents which occur while it is a Subsidiary; 3. any past, present, or future natural person principal, partner, officer, director, trustee, employee, leased employee, or temporary employee of an Organization, but only with respect to an Incident committed within the scope of such natural person's duties performed on behalf of such Organization; 4. any past, present, or future independent contractor of an Organization who is a natural person or single person entity, but only with respect to the commission of an Incident within the scope of such natural person's or single person entity's duties, performed on behalf of such Organization; or 5. any past, present, or future natural person intern or volunteer worker of an Organization and who is registered or recorded as an intern or volunteer worker with such Organization, but only with respect to an Incident committed within the scope of such natural person's duties performed on behalf of such Organization; and within the scope of Insured Business Operations. F. the definition of Interruption in Service is deleted in its entirety and replaced with the following: Interruption in Service means a detectable interruption or degradation in service of: r. with respect to Insuring Agreement Br, an Insured's Computer System; or 2. with respect to Insuring agreement B2, a Shared Computer System, used for Insured Business Operations resulting in an interruption or degradation of Insured Business Operations, and caused by a Malicious Computer Act. G. the definition of Media Content is amended by adding the following: Media Content shall not include any such Media Content that is created or used for any purposes other than Insured Business Operations. H. the definition of Media Incident is deleted in its entirety and replaced with the following: Media Incident means any error, misstatement, misleading statement, act, omission, neglect, or breach of duty actually or allegedly committed or attempted by any Insured, or by any person or entity for whom an Insured is legally responsible, during the course of Insured Business Operations, in the public display of: t. Media Content on an Insured's website or printed material; or 2. Media Content posted by or on behalf of an Insured on any social media site or anywhere on the Internet, which results in the following: a. copyright infringement, passing -off, plagiarism, piracy, or misappropriation of property rights; b. infringement or dilution of title, logo, slogan, domain name, metatag, trademark, trade name, service mark, or service name; PF -49487 (02/19) Page 2 of 5 CHUBB" c. defamation, libel, slander, or any other form of defamation or harm to the character, reputation or feelings of any person or entity, including product disparagement, trade libel, outrage, infliction of emotional distress, or prima facie tort; d. invasion or infringement of the right of privacy or publicity, including the torts of intrusion upon seclusion, publication of private facts, false light, or misappropriation of name or likeness; e. false arrest, detention or imprisonment, harassment, trespass, wrongful entry or eviction, eavesdropping, or other invasion of the right of private occupancy; f. improper deep linking or framing; or g. unfair competition or unfair trade practices, including misrepresentations in advertising, solely when alleged in conjunction with the alleged conduct referenced in items a—f immediately above. I. the definition of Technology Incident, if applicable, is deleted in its entirety and replaced with the following: Technology Incident means any error, misstatement, misleading statement, act, omission, neglect, or breach of duty, including Personal Injury, actually or allegedly committed or attempted by any Insured, or by any person or entity for whom the Insured is legally liable, during the course of Insured Business Operations, in the: (1) rendering or failure to render Technology Services to others, or (ii) the failure of Technology Products to perform the function or serve the purpose intended. J. The following definitions are added: • Indecent Content means words, phrases, postings, pictures, advertisements, or any other material that: 1. is sexually explicit and is in violation of a statute prohibiting such content; 2. is sexually explicit and posted without the consent of the natural person(s) depicted in the material; 3. encourages, facilitates, incites, or threatens abuse, molestation, or sexual exploitation, including human trafficking and/or human sex trafficking; or 4. encourages, facilitates, incites, or threatens physical violence, self-inflicted violence, or any other related harm, including terrorism. • Insured Business Operations means: 1. the performance of services; or 2. the manufacture, sale, or creation of goods, by or on behalf of an Insured for others. Insured Business Operations does not include any goods provided or services performed: a. that violate federal, state, local or international law or regulations anywhere in the world; or b. for any Personal Relations unless such Personal Relations include a group of business customers of the Named Insured for which Personal Relations comprise less than 25% of the customers in such group and for which goods were provided to or services were being performed for the group as a whole. • Personal Relations means direct family members, parents, grandparents, children, grandchildren, siblings, cousins, aunts, uncles, nieces, or nephews, whether or not through marriage ("in-laws"). Personal Relations also means current or former spouses of the Named Insured and individuals with whom the Named Insured has or had a domestic partnership, civil union, or other alleged romantic relationship. 2. Section III, Exclusions, subsection A, Exclusions Applicable to All Insuring Agreements, is amended by adding the following exclusions: • Abuse or Molestation PF -49487 (02/19) Page 3 of 5 C:HUBB" alleging, based upon, arising out of, or attributable to the actual or threatened abuse or molestation. • Communications Decency alleging, based upon, arising out of, or attributable to the failure of any Insured, or others for whom an Insured is legally responsible, to prevent the publication or dissemination of Indecent Content. • Private Activities alleging, based upon, arising out of, or attributable to the personal life of the Named Insured, or any Incidents, Costs, Damages, or Claims Expenses in any way involving any activities other than Insured Business Operations. • Personal Relations brought or maintained by, on behalf of, or in the right of any past or present Personal Relations of the Named Insured. However, this exclusion shall not apply to any Claim: 1. brought by a class of business customers of the Named Insured for which Personal Relations comprise less than 25% of the claimants in such class; or 2. solely with respect to Insuring Agreement E, alleging employee -related invasion of privacy or employee -related wrongful infliction of emotional distress in the event such Claim arises out of the loss of Protected Information resulting from a Cyber Incident. • Hacking alleging, based upon, arising out of, or attributable to an actual or alleged Malicious Computer Act committed by or on behalf of an Insured. 3. Section X, Proof of Loss, subsection A, is deleted its entirety and replaced with the following: A. Requests for payment or reimbursement of Costs incurred by an Insured shall be accompanied by a sworn proof of loss with: r. affirmative details, of the loss itself; including when, where, and how the loss occurred; 2. full particulars as to the computation of such Costs; including how the Costs were calculated, and what assumptions have been made, and documentary evidence, including any applicable reports, books of accounts, bills, invoices, and other vouchers or proof of payment made by an Insured in relation to such costs; and 3. an explanation as to how such Costs were incurred as a direct result of or during the performance of Insured Business Operations. Such proof of loss shall be submitted to the Insurer at the earliest practicable time but in no event later than 18o days after the first discovery of the Incident by any Control Group Member. The Insured shall submit to an examination under oath at the Insurer's request; and furthermore, the Insureds shall cooperate with, and provide any additional information reasonably requested by, the Insurer in its investigation of any Incident and review of Costs, including the right to investigate and audit the proof of loss and inspect the records of an Insured. 4. Section XII, Other Insurance, is amended by adding the following: Notwithstanding anything to the contrary, if any Costs, Damages, or Claims Expenses covered under this Policy are also covered under any personal insurance available to the Insured, (collectively "Other Policies"), then this Policy shall specifically be treated as excess insurance over such Other Policies with respect to such Costs, Damages, or Claims Expenses. This Policy shall cover such Costs, Damages, or Claims Expenses, subject to the Policy terms and conditions, only to the extent that the amount of such Costs, Damages, or Claims Expenses are in excess of the amount afforded under the Other Policies, whether such Other Policies are stated to be primary, excess, contributory, contingent, or otherwise. PF -49487 (o2/i9) Page 4 of 5 CHUB E30 5. Section XIII, Material Changes in Exposure, is amended by adding the following section: • Termination of a Partnership or Business If, before or during the Policy Period, a Named Insured dissolves or terminates its partnership or business, coverage with respect to such partnership or business and any Insured (as defined in paragraphs 3, 4, and 5 of such definition) of the partnership or business shall continue until termination of this Policy. Such coverage continuation shall apply only with respect to Claims for Incidents or Incidents, as applicable, taldng place prior to the date such entity ceased to be a partnership or business. All other terms, conditions and limitations of this Policy shall remain unchanged. PF -49487 (02/19) Page 5 Of 5 CHUBS' SPECIFIED INCIDENT EXCLUSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECHO ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that Section III, Exclusions, Subsection A, Exclusions Applicable To All Insuring Agreements, is amended by adding the following: • Specified Incident alleging, based upon, arising out of, or attributable to the following, or any Incident, fact, circumstance, or situation underlying or alleged therein, or any other Incident whenever occurring which, together with an Incident underlying or alleged in the following, would constitute Interrelated Incidents: any Claim alleging a violation in the use, collection or sharing of Biometric Information in connection with Technology Products or Technology Services. As used in this endorsement, Biometric Information means any personally -identifiable biological indicators, including: r. physical indicators such as retina, iris, fingerprint, facial, dental, blood vessel geometry, gait patterns or rhythms; z. chemical indicators such as DNA, RNA, or the chemical composition of bodily substances; or 3. behavioral indicators such as signature, voice, voice template keystroke analysis, sleep, health, or exercise data; All other terms, conditions and limitations of this Policy shall remain unchanged. PF-48r61(oz/i9) Page 1 of 1 CHUBB' COORDINATION OF COINSURANCE, RETENTION, AND LIMITS OF INSURANCE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the following Section, is added to the Policy: COORDINATION OF COINSURANCE, RETENTION, AND LIMITS OF INSURANCE Notwithstanding anything in the Policy to the contrary, if a Widespread Event, Neglected Software Exploit, Ransomware Encounter, or Non -Malicious Computer Related Act is covered under more than one Insuring Agreement or Coverage Extension, only the single lowest applicable limit of insurance shall apply with respect to such Widespread Event, Neglected Software Exploit, Ransomware Encounter, or Non -Malicious Computer Related Act and the coinsurance and retention applicable to such limit shall also apply. All other terms, conditions and limitations of this Policy shall remain unchanged. PF -56230 (12/21) Page i of i CHUBB' DUTY TO DEFEND A REGULATORY PROCEEDING THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that Section IX, Defense And Settlement, is amended as follows: 1. Subsection A is deleted and replaced with the following: A. The Insurer shall have the right and duty to defend any Claim or Regulatory Proceeding brought against an Insured, even if such Claim or Regulatory Proceeding is groundless, false, or fraudulent. The Insurer shall consider the Insureds request regarding the appointment of counsel, but the Insurer shall retain the right to appoint counsel and to make such investigation and defense of a Claim or Regulatory Proceeding as it deems necessary. 2. Subsection B is deleted in its entirety. All other terms, conditions and limitations of this Policy shall remain unchanged. PP -49445 (02/19) Page i of 1 CHUBS* RANSOMWARE ENCOUNTER SUBLIMTT, RETENTION, AND COINSURANCE ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: 1. Item 4 of the Declarations is amended by adding the following: Ransomware $1,000,000 Each Cyber Incident and in the Encounter Aggregate for all Cyber Incidents Sublimit Ransomware $1,000 Each Cyber Incident Encounter Retention Ransomware Coinsurance Percentage: Encounter 0% Coinsurance: 2. Section II, Definitions, is amended by adding the following: • Ransomware Encounter means a Cyber Incident involving malicious software which is designed to block access to a Computer System 6r Digital Data, or alter, corrupt, damage, manipulate, misappropriate, encrypt, delete, or destroy Digital Data, in order to extort a ransom payment from the Insured in exchange for restoring access to or decrypting such Computer System or Digital Data. Further, Ransomware Encounter shall also include any credible threat, or series of credible threats, to release, divulge, disseminate, or use Protected Information, or confidential corporate information of an Insured, that has been exfiltrated as part of an event described in the paragraph immediately above. 3. Section VI, Limits of Insurance, is amended by adding the following: • RANSOMWARE ENCOUNTER SUBLIMTT Notwithstanding anything in this Policy to the contrary, solely with respect to Insuring Agreements A-E, the Insurer's maximum limit of insurance for all Costs incurred in response to a Cyber Incident arising out of a Ransomware Encounter shall be the Ransomware Encounter Sublimit shown in Item 4 of the Declarations, as amended by this endorsement. The Ransomware Encounter Sublimit shall be part of and not in addition to: 1. the applicable limits of insurance shown in Items 4A -E of the Declarations; 2. the Maximum Single Limit of Insurance set forth in Item 3A of the Declarations; and 3. the Maximum Policy Aggregate Limit of Insurance set forth in Item 3B of the Declarations. 4. Section VII, Retention, is amended by adding the following: • RANSOMWARE ENCOUNTER RETENTION Notwithstanding anything in this Policy to the contrary, solely with respect to a Cyber Incident covered under Insuring Agreements A-E that arises out of a Ransomware Encounter, the liability of the Insurer shall apply only to that part of Costs which is in excess of the Ransomware Encounter PF -54814 (06/21) Page 1 of 2 CHUBS' Retention amount shown in Item 4 of the Declarations, as amended by this endorsement. Such Retention shall be borne uninsured by the Named Insured and at the risk of all Insureds. • RANSOMWARE ENCOUNTER COINSURANCE Notwithstanding anything in this Policy to the contrary, solely with respect to a Cyber Incident covered under Insuring Agreements A-E that arises out of a Ransomware Encounter, and after satisfaction of any applicable Retention amount, the Insureds shall bear uninsured and at their own risk the percentage of all Costs set forth in the Ransomware Encounter Coinsurance shown in Item 4 of the Declarations, as amended by this endorsement, and applied to Insuring Agreements A-E, combined. Payments of any Costs by an Insured under the Ransomware Encounter Coinsurance percentage shall not reduce the Limits of Insurance applicable to Insuring Agreements A-E, including the Ransomware Encounter Sublimit, or the Maximum Policy Limits of Insurance. Only the portion of any such Costs paid by the Insurer shall reduce the foregoing limits of insurance. 5. Section VIII, Notice, is amended by adding the following subsection: • Notwithstanding anything in this Policy to the contrary, a Ransomware Encounter shall also be reported to law enforcement by or on behalf of an Insured. All other terms, conditions and limitations of this Policy shall remain unchanged. PF -54814 (o6/21) Page 2 of 2 CHUBS° WIDESPREAD EVENT ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: 1. Item 4 of the Declarations is amended by adding the following: Sub -Limited Coverage Extensions for Widespread Events Type of Widespread Event Retention Coinsurance Limit of Insurance per Policy Period Widespread Severe Known $1,000 0% $1,000,000 Vulnerability Exploit Widespread Software $1,000 0% $1,000,000 Supply Chain Exploit Widespread Severe Zero $1,000 0% $1,000,000 Day Exploit All Other Widespread $1,000 0% $1,000,000 Events 2. Section I, Insuring Agreements, is amended by adding the following at the beginning of such section: All Cyber Incidents will be categorized as either a Limited Impact Event or Widespread Event. Coverage for any Limited Impact Event is afforded pursuant to those Insuring Agreements purchased, as shown in Items 4A -E of the Declarations; provided however that coverage for any Widespread Event shall apply as set forth in the "Definitions Pertaining To Limited Impact Events and Widespread Events" Subsection of Section II, as shown in paragraph 3 of this endorsement, and is subject to the applicable Retention, Coinsurance, and Limits of Insurance shown in the "Sub -Limited Coverage Extensions for Widespread Events" section of Item 4 of the Declarations, as amended by this endorsement. However, per Section VI, as amended by this endorsement, the terms set forth in the "Sub -Limited Coverage Extensions for Widespread Events" section of Item 4 of the Declarations shall only serve to reduce, and thus never increase, the Limits of Insurance set forth in Items 3 and 4A -E of the Declarations. 3. Section II, Definitions, is amended by adding the following subsection: • DEFINITIONS PERTAINING TO LIMITED IMPACT EVENTS AND WIDESPREAD EVENTS 1. All Cyber Incidents will be categorized as either a Limited Impact Event or Widespread Event, which are defined as follows: Limited Impact Event means a Cyber Incident that does not arise from a Widespread Trigger. Widespread Event means a Cyber Incident arising from a Widespread Trigger. Widespread Trigger means: 1. a single act or interdependent series of acts committed by an actor or coordinated actors who are outside of the Organization; or PF -54815 (06/21) Page 1 of 5 CHUBB° 2. a single error, omission, or failure, or interdependent series of errors, omissions, or failures, of a person or Computer System which is outside of the Organization, which constitutes or causes both a Cyber Incident and an incident within a Computer System of any person or entity outside of the Limited Impact Group. However, Widespread Trigger shall not include an act or interdependent series of acts which requires subsequent intervening deceitful manipulation of the actions of an Authorized User in order to constitute or cause the Cyber Incident. 2. The following are additional definitions relevant to a Limited Impact Event or Widespread Event: All Other Widespread Events means a Widespread Event not arising from a Widespread Severe Known Vulnerability Exploit, Widespread Software Supply Chain Exploit, or Widespread Severe Zero Day Exploit. Authorized User means any individual authorized by an Organization to access an Insured's Computer System or Shared Computer System. Breach Disclosure Incident means a Cyber Incident, as defined in paragraph 1.b. of such definition, followed by written notification by the Insured to those natural persons whose Protected Information was wrongfully disclosed or otherwise compromised as a result of such Ober Incident, but only if such notification by the Insured was: 1. required to comply with Privacy or Cyber laws; or 2. made with the Insurer's prior consent. Custodian Breach means any unlawful or unauthorized access, exposure, disclosure, loss, alteration, or destruction of Protected Information, or data breach as otherwise defined in Privacy or Cyber Laws, within a Computer System operated by a third party data custodian under written agreement or contract with an Insured. Limited Impact Group means, collectively: 1. any Insured under this Policy, except Additional Insureds; 2. any person or entity, including any Additional Insured, which has a direct business relationship with an Organization (a "Relationship"), and: a. is consequently affected by the Cyber Incident due solely to such Relationship; or b. through which a Cyber Incident consequently arises due solely to such Relationship; 3. any other person or entity which is consequently affected by the Cyber Incident due solely to a direct or indirect business relationship with a person or entity described in sub -paragraph 2.a. immediately above; and 4. solely with respect to Insuring Agreements A and E, any "Impacted Party," meaning any person or entity, which has a direct business relationship with a third party data custodian, and where such data custodian experiences a Custodian Breach, provided that: a. such Custodian Breach results in: i. a Breach Disclosure Incident; and ii. such Impacted Party to incur similar notification expenses in order to comply with Privacy or Cyber Laws; and b. the act, error, omission, or failure, or interdependent series of acts, errors, omissions, or failures that constitutes or causes such Custodian Breach does not also cause additional data breaches of other third parties beyond any Impacted Party. Widespread Severe Known Vulnerability Exploit means a Widespread Trigger involving the exploitation of a vulnerability in software, which as of the fust known date of such exploitation is: PF -54815 (06/21) Page 2 of 5 CHUBB' 1. listed as a Common Vulnerability and Exposure (CVE) in the National Vulnerability Database operated by the National Institute of Standards and Technology; and 2. assigned a Base Score or Overall Score of 8.0 or greater according to the Common Vulnerability Scoring System (CVSS) version 2.0 or later. Widespread Severe Zero Day Exploit means a Widespread Trigger involving the exploitation of a vulnerability in software, other than a Widespread Severe Known Vulnerability Exploit, which within 45 days of an associated Cyber Incident being reported to the Insurer: 1. becomes listed as a Common Vulnerability and Exposure (CVE) in the National Vulnerability Database operated by the National Institute of Standards and Technology; and 2. is assigned a Base Score or Overall Score of 8.0 or greater according to the Common Vulnerability Scoring System (CVSS) version 2.0 or later. Widespread Software Supply Chain Exploit means a Widespread Trigger involving the introduction of malware, a backdoor, or other vulnerabilities into an Insured's Computer System or Shared Computer System, via malicious insertion of source code into software which is: 1. distributed to multiple customers of the software developer; 2. not custom -developed specifically for any single customer, including an Insured; and 3. designated as trusted by a digital certificate, such as a Software Publisher Certificate (SPC). 4. Section VI, Limits of Insurance, is amended by adding the following: a LIMITS OF INSURANCE FOR LIMITED IMPACT EVENTS AND WIDESPREAD EVENTS 1. With respect to coverage afforded under Insuring Agreements A-E: a. the Insurer's maximum limit of insurance for each Cyber Incident and all Cyber Incidents in the aggregate which constitute a Limited Impact Event under Insuring Agreements A, B, C, D, or E, shall be the applicable limits of insurance for such Insuring Agreement shown in Item 4 of the Declarations. b. the Insurer's maximum limit of insurance for each Cyber Incident and all Cyber Incidents in the aggregate which constitute a Widespread Event shall be the applicable Widespread Event Limit of Insurance shown in Item 4 of the Declarations, as amended by this endorsement. 2. The Widespread Event Sub -limits of Insurance shall be part of, and not in addition to, the Maximum Policy Limit of Insurance shown in Item 3 of the Declarations. 3. The Widespread Event Sub -limits of Insurance shall be part of, and not in addition to, the applicable Limit of Insurance shown in Items 4A -E of the Declarations, and shall never serve to increase such Limits of Insurance, or add coverage under any Insuring Agreement for which no Limit of Insurance is provided. 5. Section VII, Retention, is amended as follows: a. The title of this section is amended by deleting the term "Retention" and replacing it with the phrase "Retention and Coinsurance". b. The following subsection is added: COINSURANCE With respect to any Sub -Limited Coverage Extension for Widespread Events for which a Coinsurance percentage is shown in Item 4 of the Declarations, as amended by this endorsement, after satisfaction of any applicable Retention amount, the Insureds shall bear uninsured and at their own risk the applicable percentage of all Costs, Damages, and Claims Expenses set forth in the Coinsurance shown in Item 4 of the Declarations ("Insured's Coinsurance"), and the Insurer's liability for Costs, Damages, and Claims Expenses under such Insuring Agreement shall apply only to the remaining percent of such Costs, Damages, and Claims Expenses. Payments of any Costs, Damages, or Claims Expenses by an Insured under the Insured's Coinsurance PF -54815 (06/21) Page 3 of 5 CHUBS' percentage shall not reduce the applicable limits of Insurance or the Maximum Policy Limit of Insurance. Only the portion of any such Costs, Damages, or Claims Expenses paid by the Insurer shall reduce the foregoing limits of insurance. If Coinsurance applies to more than one type of Widespread Event, the lowest applicable limit of insurance shall apply for purposes of Coinsurance. 6. Section X, Proof of Loss For First Party Insuring Agreements, is deleted in its entirety and replaced with the following: X. DUTIES IN THE EVENT OFA CYBER INCIDENT In the event of a Cyber Incident, the Insureds shall take every reasonable step to mitigate loss, continue operations, preserve any contractual rights or remedies, and protect and preserve any property, Computer Systems, logs, books and records, reports or evidence (collectively, "Elements of Proof'), which may be reasonably necessary for examination in the adjustment of any Cyber Incident. To the extent that the Insureds incur expenses to protect and preserve any Elements of Proof, such expenses shall be covered under the definition of Cyber Incident Response Expenses with Insurer's prior consent. A. PROOF OF LOSS 1. The Insured shall, upon request, render a sworn Proof of Loss to the Insurer outlining full particulars of any Cyber Incident as soon as practicable after such Cyber Incident is reported to the Insurer pursuant to Section VIII. If requested, such Proof of Loss shall include the written reports of any service providers who participated in the investigation or response to such Cyber Incident, including the Cyber Incident Response Team or any Non -Panel Service Provider, or any written reports or correspondence to or from any law enforcement, governmental authority or agency, industry regulatory body, or similar entity. 2. The Proof of Loss shall provide full details of any amounts requested for reimbursement or payment, and shall detail how such amounts were calculated, what assumptions have been made, and any relevant documentary evidence that substantiates the Proof of Loss. 3. The Insureds shall cooperate with, and provide any additional information reasonably requested by the Insurer in its investigation of any Cyber Incident, and shall permit and facilitate the Insurer's investigation and audit of any Elements of Proof relevant to the adjustment of any Cyber Incident, including any information requests from third party service providers on behalf of the Insurer. 4. In no event shall the Insured be obligated to provide information specifically subject to a Written Gag Order to the Insurer, while such Written Gag Order is in full force and effect. However, such information may be requested by the Insurer as part of the Proof of Loss, as soon as such Written Gag Order is no longer in full force or effect. B. RIGHT TO INSPECT The Insurer or a third party acting on behalf of the Insurer shall be permitted but not obligated to inspect, assess, and audit the Insured's Elements of Proof relevant to the adjustment of any Cyber Incident, provided this right to inspect shall not constitute any undertaking on behalf of, or to benefit, any Insured. Any additional expense related to such inspection shall be borne by the Insurer and will not erode any Limits of Insurance under this Policy. C. ADJUSTMENT AND LOSS PAYMENT i. The Insurer may rely on the Proof of Loss, Elements of Proof, and any independent evidence in determining whether any Cyber Incident constitutes a Limited Impact Event or Widespread Event. Such independent evidence may include information in the public domain or non-public information gathered in the Insurer's investigation of the Cyber Incident, including any reports from third parties, such as government agencies, computer service providers, or computer forensic firms, that detail or discuss the Widespread Event. Any expense incurred to obtain any such independent evidence shall be borne by the Insurer and will not erode any Limits of Insurance under this Policy. PF -54815 (o6/21) Page 4 of 5 CHUBBe 2. Cyber Incident Response Expenses shall be covered under Insuring Agreement A under the Limit of Insurance applicable to a Limited Impact Event, up until the earlier point in time that: a. the Insured obtains, or reasonably should have obtained, facts or evidence that would reasonably indicate that the Cyber Incident is a Widespread Event; or b. the Insurer actually determines a Cyber Incident to be a Widespread Event based upon Proof of Loss, Elements of Proof, or any independent evidence. After such point in time, further Cyber Incident Response Expenses incurred shall be covered under Insuring Agreement A under the Limit of Insurance applicable to a Widespread Event. 3. If the Insurer determines that it is impossible or impracticable to reach a determination of whether a Cyber Incident constitutes a Limited Impact Event or Widespread Event, the Insurer may at any time, in its sole discretion, deem such Cyber Incident to be a Limited Impact Event, and adjust the Cyber Incident accordingly. 4. With respect to Insuring Agreement B, the Insurer may rely on the Proof of Loss and any independent evidence, including the trends and circumstances which affect the profitability of the business and would have affected the profitability of the business had the Cyber Incident not occurred, all material changes in market conditions or adjustment expenses which would affect the net profit generated, and potential income derived from substitute methods, in determining coverage for any Business Interruption Loss, Contingent Business Interruption Loss, and Customer Attrition Loss. However, the Insurer's adjustment will not include the Insured's increase in income that would likely have been earned as a result of an increase in the volume of business due to favorable business conditions caused by the impact of a Malicious Computer Act or Non -Malicious Computer Act on others. 5. The Insurer will pay for covered Costs after receipt of the complete Proof of Loss, provided the Insured has complied with all the terms of this Policy, and the Insurer and the Insureds have agreed on the amounts due for reimbursement. So long as any relevant information is subject to a Written Gag Order, the adjustment of any such Cyber Incident shall be suspended, and the Proof of Loss shall be considered incomplete during this time. 6. If the Insurer and the Insureds fail to agree on the amount of covered Costs, Damages, and Claims Expenses under this Policy, the Insurer may issue partial payment of any undisputed amounts, and the provisions set forth in Section XXII, Alternative Dispute Resolution, shall apply with respect to any disputed amounts. D. In the event that the Insured chooses not to provide a Proof of Loss or Elements of Proof to the Insurer in order for the Insurer to determine whether a Cyber Incident constitutes a Limited Impact Event or Widespread Event, the Insured and the Insurer agree that such Cyber Incident shall be considered a Widespread Event for purposes of coverage under this Policy. For purposes of this Subsection D, the Insured's failure to provide a Proof of Loss or Elements of Proof shall not be considered a violation of such Insured's duties under this Policy. All other terms, conditions and limitations of this Policy shall remain unchanged. PF -54815 (o6/21) Page 5 of 5 CHUBB• BIOMETRIC PRIVACY SUBLIMIT ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY It is agreed that the Policy is amended as follows: i. Section II, Definitions, is amended to include the following: Biometric Information means any personally -identifiable biological indicators, including: i. physical indicators such as retina, iris, fingerprint, facial, dental, or blood vessel geometry; 2. chemical indicators such as DNA, RNA, or the chemical composition of bodily substances; or 3. behavioral indicators such as signature, voice, or keystroke analysis. 2. Section III, Exclusions, subsection A, Exclusions Applicable To All Insuring Agreements, is amended to include the following exclusion: • Biometric Privacy alleging, based upon, arising out of, or attributable to: a. the collection, retaining, or use of any Biometric Information, without fust: r, obtaining the consent of the person whose Biometric Information is at issue; and 2. disclosing the purpose for the collection, retention, or use thereof to the person whose Biometric Information is at issue; or b. the disclosure (including the sale, lease, or trade) of any Biometric Information, other than as expressly requested in writing by the person whose Biometric Information is at issue. However, this exclusion shall not apply to the collection, retention, use or disclosure of Biometric Information, as required by law; provided further that, subject to a limit of insurance of $r,000,000, in the aggregate, this exclusion shall not apply to Costs, Damages, or Claims Expenses, including each such Claim alleging Interrelated Incidents. This sublimit is part of, and not in addition to: (i) the otherwise applicable limits of insurance set forth in Item 4 of the Declarations; and (ii) the Maximum Policy Limit of Insurance set forth in Item 3.13 of the Declarations, and will in no way serve to increase the Insurer's maximum liability under the Policy. 3. Section VII, Retention, is amended by adding the following: Solely with respect to that portion of any Claim which is covered pursuant to the proviso of the Biometric Privacy Exclusion, the retention shall be $r,000. Item 4 of the Declarations is deemed amended to effect the purpose of this paragraph. All other terms, conditions and limitations of this Policy shall remain unchanged. PF -5o965 (02/19) Page 1 of 1 CHUBB° AMENDATORY ENDORSEMENT - CALIFORNIA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: CHUBB CYBER ENTERPRISE RISK MANAGEMENT POLICY CHUBB DIGITECH® ENTERPRISE RISK MANAGEMENT POLICY CHUBB PROFESSIONAL ENTERPRISE RISK MANAGEMENT POLICY IF THERE IS ANY CONFLICT BETWEEN THE POLICY, OTHER ENDORSEMENTS TO THE POLICY AND THIS ENDORSEMENT, THE TERMS PROVIDING THE BROADEST COVERAGE INSURABLE UNDER APPLICABLE LAW SHALL PREVAIL. It is agreed that this Policy is amended as follows: 1. Section II, Definitions, the definition of Damages, paragraph 4, is deleted and replaced with the following: 4. punitive or exemplary damages, or the multiple portion of any multiplied damage award, except to the extent that such punitive or exemplary damages, or multiplied portion of any multiplied damage award, are insurable under the applicable laws of any jurisdiction which most favors coverage for such damages and which has a substantial relationship to the Insured, Insurer, this Policy, or the Claim giving rise to such damages; and provided further that, if such jurisdiction is the State of California, then Damages does not include punitive, exemplary, or the multiple portion of any multiplied damage award. 2. Section XV, Termination of this Policy, is amended as follows: a. by adding the following at the end of subsection A, paragraph 4: provided that, non -renewal by the Insurer is effective only if the Insurer mails or delivers notice of non -renewal to the Named Insured and to the agent of record, if any, at the mailing address shown on this Policy at least sixty (6o) but not more than one hundred twenty (12o) days before the expiration of the Policy Period; or b. the following is added at the end of the section: No notice of nonrenewal by the Insurer is required in any of the following situations: (1) the transfer of, or renewal of, this Policy without a change in its terms or conditions or the rate on which the premium is based to another insurer within Chubb; (2) if this Policy is extended for ninety (go) days or less, provided that the Insurer has given notice of nonrenewal before such extension; (3) if the Named Insured has obtained replacement coverage or has agreed, in writing, within sixty (6o) days of the termination of this Policy, to obtain such coverage; (4) if the Named Insured requests a change in the terms or conditions or risks covered by this Policy within sixty (6o) days before the end of the Policy Period; (5) if this Policy is for a period of no more than sixty (6o) days and the Insurer notifies the Named Insured at the time of issuance that it may not be renewed; or PF -48291(02/19) Page i of 2 CHUBB' (6) if the Insurer has made a written offer to the Parent Organization, within the required time period for doing so under this Policy, to renew this Policy under changed terms or conditions or at a changed premium rate. The Insurer may condition renewal of this Policy upon a reduction in limits, elimination of coverages, increase in retentions, or increase of more than twenty-five percent (25%) in the rate upon which the premium is based, by mailing or delivering notice of such renewal change(s) to the Named Insured at the mailing address shown on this Policy and to the agent of record, if any, at least sixty (6o) but not more than one hundred twenty (12o) days before the expiration of the Policy Period. All other terms, conditions and limitations of this Policy shall remain unchanged. PF -48291(02/19) Page 2 of 2 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (MAX POWER TECHNOLOGY, LLC) This SECOND AMENDMENT ("Amendment") is made and entered into this It* day of IMmbfir , 2023 ("Effective Date"), by and between the City of Rosemead, a municipaT 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 Max Power Technology, LLC with its principal place of business at ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, City and Consultant entered into a three (3) year agreement on December 10, 2019, for professional information technology services (the "Agreement"); and WHEREAS, the original Agreement was set to expire on December 10, 2022; and WHEREAS, the Agreement permits the City and the Consultant to mutually agree to extend the term of the Agreement for up to two (2) one-year extensions; and WHEREAS, the City entered into the First Amendment extending the Agreement for a one-year period through December 10, 2023; and WHEREAS, the City has requested Consultant to provide an additional year of professional information technology services through December 10, 2024; and WHEREAS, Consultant has requested a 5% Consumer Price Index ("CPI") adjustment totaling $5,985 for a total annual compensation not to exceed $125,685; and WHEREAS, the Parties have agreed to a one-year extension with all other terms and conditions set forth in the original Agreement remaining in effect. NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 3.1.2 " Term" shall be amended to read: Section 3.1.2 Term. The term of this Agreement shall be extended for an additional one-year term from December 11, 2023, to December 10, 2024, unless earlier terminated as provided herein. Consultant shall complete the services within the term of this Agreement and shall meet any other established schedules and deadlines. SECTION 2. Section 3.3.1 "Compensation" shall be amended to read: Section 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed one hundred and twenty-five thousand six hundred eighty- five dollars ($125,685) annually. The City agrees to pay Consultant a fee of ten thousand four hundred seventy-three dollars and seventy-five cents ($10,473.75) a month. Extra work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. SECTION 3. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 4. 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 Consultant have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD BY: Ben Ki ity Manager Attest: i ig City Clerk I BY: 4-� Rachel Richman, City Attorney 2 MAX POWER TECHNOLOGY, LLC BY: Name: a%►2 IT �rJur� Title: C () d (If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED) BY: Name: Title: FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (MAX POWER TECHNOLOGY, LLC) T is FIRST AMENDMENT ("Amendment') is made and entered into this � day of 641U2022 ("Effective Date"), by and between the City of Rosemead, a municipal orgarffzation, 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 Max Power Technology, LLC with its principal place of business at ("Consultant). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, City and Consultant entered into a three (3) year agreement on December 10, 2019, for professional information technology services (the "Agreement"); and WHEREAS, this Agreement is set to expire on December 10, 2022; and WHEREAS, the Agreement permits the City and the Consultant to mutually agree to extend the term of the Agreement for up to two (2) one-year extensions; and WHEREAS, City has requested Consultant to provide an additional year of professional information technology services through December 10, 2023; and WHEREAS, Consultant has requested a 5% Consumer Price Index ("CPI") adjustment totaling $5,700 for a total annual compensation not to exceed $119,700; and WHEREAS, the Parties have agreed to a one-year extension with all other terms and condltions set forth in the original Agreement remaining in effect; and WHEREAS, the City Council authorizes the City Manager to execute the Amendment on behalf of the City. NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 3.1.2 "Term" shall be amended to read: Section 3.1.2 Term. The term of this Agreement shall be extended for an additional one-year term from December 10, 2022, to December 10, 2023, with the remaining option for one (1) additional one (1) year extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the services within the term of this Agreement and shall meet any other established schedules and deadlines. SECTION 2. Section 3.3.1 Compensation" shall be amended to read: Section 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed one hundred and nineteen thousand seven hundred dollars ($119,700) annually. The City agrees to pay Consultant a fee of nine thousand nine hundred seventy-five dollars ($9,975) a month. Extra work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. SECTION 3. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 4. 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 Consultant have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. CITY OF ROSEMEAD BY: Ben Kim, Cianager Attest: 6h6 All" City Clerk i BY: Rachel Richman, City Attorney MAX POWER TECHNOLOGY, LLC BY: Name: Title: `� Z5–v (if Corporation. TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED) Name: V A 1!0 -G- taf"/r1 Title (41tL 4 /YM'4+y 6wt*—. E M 2 O 9 0 CIVIC PRIDE 110 RATEO�g5 PROFESSIONAL SERVICES AGREEMENT INFORMATION TECHNOLOGY MANAGEMENT SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this this it" of December, 2019 (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 Max Power Technology with its principal place of business at 3849 East Cesar Chavez Avenue, Los Angeles, CA 90063 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant 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. Consultant represents that it is experienced in providing information technology services to public clients, is licenced in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional information technology services ("Services") as set forth in this Agreement. J 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the information technology services necessary for the City, herein referred to as "Services". The Services are more particularly described in Exhibit"A" attached hereto and incorporated herein by reference. Max Power Technology Page 2of11 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 three (3) year time period from 'December- to 7�i�t with the option for up to two (2) one-year extensions at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement, and shall meet any other established shcedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant 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 Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant 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. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant 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 Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant 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, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. 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 Max Power Technology Page 3 of 11 timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant 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. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best 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: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the 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, Consultant 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 Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all 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 by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification Max Power Technology Page 4 of 11 provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant 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 Consultant 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 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. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed one-hundred fourteen thousand dollars ($114,00.00) annual. The City agrees to pay Consultant a fee of nine thousand five hundred dollars ($9,500.00) a month. The Consultant shall perform a full assessment study within the first 30-days of service at no fee. 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. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing period's, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant 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 Consultant 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. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. Max Power Technology Page 5 of 11 3.3.5 Prevailing Wages: Consultant 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, Consultant agrees to fully comply with such Prevailing Wage Laws. 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. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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 Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7)days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant 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 Max Power Technology Page 6 of 11 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: CONSULTANT: Max Power Technology LLC 3849 East Cesar Chavez Avenue Los Angeles, CA 90063 Attn: Jose R. Gonzalez (323) 833-8602 CITY: City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: City Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after 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 Consultant under this Agreement ("Documents & Data"). Consultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement 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 Max Power Technology Page 7 of 11 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant 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 Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant 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, 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. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 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. Max Power Technology Page 8 of 11 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. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants 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: Consultant 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 Consultant include all personnel, employees, agents, and subcontractors of Consultant, 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. 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. Max Power Technology - Page 9of11 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants 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: Consultant 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. Consultant 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, Consultant 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: Consultant 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. 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: Consultant 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] Max Power Technology Page 10 of 11 CITY OF ROSEMEAD MAX POWER TECHNOLOGY B �/ Il. •'J lI2O2By: C. %, 12-20-19 lona Molleda, City Manager ate Date Name:Jose R Gonzalez Attest: gar Title: CEO 41142:0 City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: By. /{ / /N/2oaame: Jairo E Tzunun achel Ricman D City Attorney Title: COO EXHIBIT A PROPOSAL FOR SERVICES The Consultant shall provide information technology services to the City per the proposal attached. A-1 o [l N C)®MC EA _ © r.,.g y4..... .. .4.. ) e ::',4f:.:,.,:,,....,:;,..„;::::... :i::::.:1:::::::'::;:::.::: ..-'1'1',.. .::::......:::::....li:',.:1'::::::'::':(..../3iti'l((/'7iiiiip' :$''::!!'''''•::::'''''. ....-1:. PROFESSIONAL , m SERVICES FOR 1- � u' 4 li ....g::::::::.:::':•::'-'':-;.1.7;. i''',9 '14 epq 441-" ,RF•s .: t •••••••—...cav . ':.:::7t4::4''r4 Clt, .‘k ill 10,0.4.t ti .. ill' 0 V l'ti 1.c. ....... . ..... ,,,,, .W.,,,ii. 1‘,110,1,p t ,,,,,11 ....,, . '''ki'''' it,,.4ve., R z, ,t. v.. ,,,,,,,,4, L.A. .. it....„,.... . .. ..,. .,,---. ''''-:-, P' ::,,,,:i.t. *r,,:••A' E %4,.: jai Iv ‘1,.., 0 ,,......:_:.„ ig.„,..,,. ,, , ` V'.Y5k'}., iii for the City of Rosemeado- DUE DATE ' - :..� :s .. rn'- y,.. ...;,.. .,..,-,; ,;..-.:= b i. ..Cr ` .......,...,::::••••'btety , • ADDRESSEDTOh . x� • } }ty p City of Rosemead ms ." k • �',. a`0, ` d "2% -I ' " vh .,`! as , �'4 tK I,�v 16i 'l'` . • moi ,' _ d•;ice r z a � .. cg WELCOME r° VMENHO • ° October 8th,2019 Daisy Guerrero Management Analyst City of Rosemead 8838 E.Valley Boulevard Rosemead,California 91770 Re: RFP NO.2019-11, Professional Services for Information Technology Management Services Dear Ms.Guerrero: Max Power ,Technology LLC is pleased to submit a response to your Request for Proposal for the Information Technology Management Services (RFP No 2019-11) for the City of Rosemead. We have reviewed the details and requirements of the proposal and are confident that with over 35 years of combined experience,we exceed your qualification requirements. As requested by your RFP process,we are formally acknowledging that we have received and reviewed your Addendum No. 1 dated 9/24/19. Our unique value chain covers the full life cycle of IT services—from the procurement of technology to the configuration, implementation and management of secure, complex environments. Our IT services provide flexible access to a highly motivated and dedicated team of IT support professionals with in-depth knowledge of a wide range of operating systems, wireless technology, client/server systems, and applications. As a responsive and responsible bidder,we anticipate the opportunity to move forward with the interview portion of your process where we can highlight our unique capabilities from network security evaluation, IT Audits to the development of a comprehensive IT Business Plans that will prepare the City for regulatory and cyber security challenges that lay ahead. If you have any questions or concerns regarding this proposal and its content, please feel free to contact me at(323)833-8602 or email me at Jose@maxpowertechnology.com. Thank you in advance for your time and I,and the Max Power team,look forward to providing the City of Rosemead with unequivocal IT service and support. Best Regards, • Jose R.Gonzalez Chief Executive Officer Max Power Technology LLC. has Mesa{�° av � Avenue, [cis A � eles,° A 90063 ° ° • ° ° •° . . . . . . . . .,„:„.„..„ .. .„_.;.., TABLE OF . _ ..„ ..,, r% :4,1'' ,, g ,-,'`'" it, . T , T .,,,,,„ 4. , . „ .., . ,,,,,,,,. . „,.., - . „,„„ . , . . „ .., . , . .. ..„.,. ._ ., . .,.. . ..., 1. Proposal Summary Pg.01 . , .. --,..... -. -- , 2.Company Profile Pg.02 . . -.., ,-..,, a) Contact Information Pg. 03 '4 \ ' 4' U \# . 'A\•., , .., ., , >: \ % ° / ‘° , '°,, 3. Relevant Experience a) IT Managed Services Pg. 04 b) IT Support Model Redesign Pg. 04 c) Mobile Device Management Pg.04 ,‘, . Pg. 05 . •. :;,,,i: . / 44 4, d) Ransomware Mitigation Plan Pg. 05 \ ,. , -..,,,,,.• N.,:, \ N / 4. Methodology and Work Plan Pg.06 N.„....„. ,, 7....,:,,,. , , ,:. ‘,..,,, , --...-.:,:,, ,,„ ° !N-.. -,,.. . ' ,''. . / 5. Staffing . Pg.09 a) Resumes Pg. 09 -:4'.. .--- .....:•..-----'‘,,,..,. *-------'-' b) Organizational Chart Pg. 17 , iv, '---...,..e.".1°, 1 "------ ' •,-.2.11,11A , .ts.•- 7. List of Pending or Previous Litigation Pg. 19 8.Cost Sheet and Rates Pg.20 .,-, -- ,........---- ' . .. . . — ' WELCOME . TABLE OF MX POWER CONTENTS TECHNOLOGY .. .,. . ... . . . . 'NFL— O C SECTION 1 a ; Max Power is proposing a full IT Service Management proposal that will ensure a successful partnership and the growth of the City of Rosemead. From our customer centric training to ensuring that we are caught up on all the latest technology and security threats,we aim to ensure that all of Rosemead staff and residents have 100% uptime and near zero technical issues. Max Power Technology will assess and create a strategic plan for the city's technology direction within the first 90 days.We believe that IT support should be simple, intuitive and fully centered around you,our clients. Our comprehensive array of services encompasses all of the needs enumerated under the request for proposal and exceeds the minimum service levels required.Our full-time staff member is ready to provide exemplary client support and our 24-hour support hotline is prepared to provide the emergency support should the need arise. Max Power Technology has combined the know-how and depth of knowledge of bigger firms but has maintained a service-oriented IT provider. Max Power Technologies'priority is understanding our customer's business objectives and ensure that the current services are tailored for a particular need-based purpose, designed to fulfill a business objective. Our team will meet with the existing service provider to evaluate the current hardware and software environment, evaluate existing technology tools, review historical service requests, identify resources and capabilities, engage in knowledge transfer, and establish customer and vendor relationships. The Managed IT Services across each technology will include proactive operational activities such as monitoring server and network performance, applying security updates and performing routine scans on desktop and laptop computers, performing backups, and monitoring firewall functionality.' Reactive operational activities include responding to user incidents and requests for help. Other administrative activities include identifying Key Performance Indicators which will measure service delivery and provide operational reporting on the health of the Managed Service activities. Max Power Technology team members will monitor and control the IT services to ensure that their underlying infrastructure are being provided efficiently and effectively as per Service Level Agreements.This includes monitoring services, resolving incidents,fulfilling requests and carrying out day-to-day routine tasks related to the operation of infrastructure components and software applications. 4 u nnn nnn SECTION TRENHOLOEAP COMPANY PROFOLE Ca'rt. '." A :''::y z,,,,„ R _ . 44' •-- F 7k °:4'' E Max Power Technology was established as a Limited Liability Corporation in 2018 after a group of IT professionals came together in order to fill a service gap that existed in the IT industry. The gap that was filled was the implementation of a simplified service-based approach to empower clients on how to manage their IT systems, reduce costs and maximize performance. Most people do not fully understand the complexity of complete IT systems,we took it upon ourselves to develop an approach that explained every single aspect of IT,and when everyone woke up from their somber, we decided to instead focus on Client Relationship Management. Max Power Technology is a minority owned, micro business enterprise that employs seven full-time staffers and hires addition independent contracts when there is a need for additional support.The members of our team have all been chosen to enhance the ability to provide the most comprehensive skill sets to meet the needs of our clients. This allows Max Power Technology and our staff to ensure that we have continuous improvement and support our clients.Our diverse portfolio of clients allows us the ability to enter into a long-term service relationship with other potential clients. The senior executive board members of the company have over 35 years of combined experience and have demonstrated industry knowledge that has catapulted a startup company to projected revenues of over 1 million dollars. While other firms change, add and supplement the services they provide including grant writing,engineering and IT,we have stayed true to our vision of focusing on service-oriented IT technology services and support. Relatively speaking,we may not be the biggest firm but what we lack in size we make up in service;and what we lack in longevity we make up with consistent,strong exponential growth. Max Power Technology's corporate offices are based in East Los Angeles and as local community stakeholders,we strive to partners and integrate into the communities we serve as good corporate partners.We are committed to a long-term support relationship with the City of Rosemead and are committed to providing the resources necessary to expand any need that the City may have. As a way to better serve our customers,we strive to save our clients'money by leveraging the latest and greatest technology tools.It is through proactive IT Business Efficiency analysis that we aim to ensure our customers Return on Investment is maximized.We have not had any litigation with any current or past customers. We look forward to providing the City of Rosemead with the . 02 unmatched IT services that will serve as a catalyst for the next 60 years. , CONTACT „, INFORMATION Jose R.Gonzatez Chief Executive Officer (323) 833-8602 Jose@maxpowertechnology.com JairE.Tzunun Chief Operating Officer (213) 531-7770 Jairo@maxpowertechnology.com Mario Martinez Chief information Security Officer ‘, (213) 200-3566 Mario@maxpowertechnology.com SECTION 2 MAX POWER 03 TECHNOLOGY ° SECTIONS C-) jr-LcgmHOrL,Oreitr9CASE • + w �: A•= : Enhanced IT support model at a major university to ensure that they had „;, , adequate staffing. Max Power Technology proposed a plan that allowed the university to always have support staff at any required moment.We '10\674)66,404,5A4;-� were able to create an agreement that not only saved funding for the cy university but also improved the support levels and customer VI satisfaction. Max Power Technology supports all user devices, computer labs, network hardware, and applications. By training multiple staff, weto ensure that regardless of the situation, the Max Power Team members ti are always available to assist. All team members have passed DOJ Qy background checks.The resulting program was so successful that theyAt 4,4 recently renewed our contract. a waw era 3.,tea tVik .QRpt vi.:51,+.1 qry.rStle ss.r•oagc ti s Asa € Analyzed, recommended, redesigned and implemented a replacement ` support model for one of the largest school districts in the country with ot an 8 Billion dollar operating budget, over one million stakeholders and vi 950 sites scattered across 720 square miles.The previous support model had no data tracking or Key Performance Indicator targets which prevented major analytical components to be tracked for efficiency.The el client's IT staff and their support models lacked system structures that " resulted in a non customer centric support model. E The resulting new structure improved the effectiveness of the systema and increased end user service level efficiencies. Through they a. implementation of the support model,the average time to resolution for wl a systems issue was decreased from ten days to under three days. " ° ;,, A large school district with over 70,000 employees, 950 locations :, r y,„.12,1,4:41 servicing over 660,000 students required a centralized secure mobile 4,.,i.z44;i:‘ , -,7,;k3N.:27„;,,142:,,,,,,,,,,,,,,,,, ‘ ' t device management solution that warranted minimal interaction from end users. Not onlywould the mobile device management solution have '''° to be granular enough to ensure security, but it would also need the ability to scale to support approximately 500,000 mobile devices ,,1 tt consisting of Windows, Chromebooks, iPads, Mac computers, and :6 . ` Android devices. 1.4, ,,:' Nk°,,\Alk\VkA4-,:4!N -,1:1 al e5 The team evaluated and developed considerations for the engagement ,,,,,t;,:‘,;(;3,,,,ilt s,.,,,,,; :it,1 63 of various MDM companies and assessed multiple products to determine a capabilities and limitations of the mobile device management solutions. By modifying existing protocols, Max Power Technology would be 4�,,� `� uv ,� charged with establishing corporate policies related to mobile device " , , , use. After evaluating various proposals and performing proofs of � a ,,,,,,, ,k,,.,;7•.:.;;,%.,. S concept (POC), a solution was approved. Once the initial configuration : and installation was completed,our team provided training pertaining to 3 ;: device management and deployment workflow before turning over fiKA q F management of the solution to local administrators. The main goal of o -i , , " , providing seamless integration of device management centralized control, and device security with minimal end-user interaction was met. o ;e� Support staff's ability to monitor and manage devices remotely , .��",, � ` significantly reduced support calls while dramatically increasing device e ,• i security. All timelines and milestones were met and the project stayed .:7,1,,,:‘,7i.,::,,, ,::.,,,..:, �`'�° � ,4. Rf'k'3�"ie1 nag' s€c(! 4. within budget. Developed and implemented a ransomware mitigation plan for a large entertainment company with a diverse environment that includedF ` approximately'500 servers and 1000 workstation endpoint devices. Our ,�" F. team was responsible for assessing the organization's current security ` a , - , posture and readiness to respond and mitigate a ransomware attack.We s „';,• _. G 13 evaluated the current ransomware threats targeting the entertainment industry and analyzed the malware behavior. Leveraging, the specific ` '"°: ransomware threat and having an understanding of the organization's ` ' `�' � R current security posture, we proceeded to develop a ransomware 9. d mitigation plan that addressed the gaps previously identified. The scope �'� �,a Sfildifelt17,7 e,*;,, of the work included, but was not limited to, restricting access across E systems and user access permissions; ensuring backups were a{ od implemented and working as expected; protecting endpoints and . ��f servers with antivirus software and establishing adequate patching cc schedules; and implementing network segmentation to detect and :,,,,,,,;„‘„,,,, ,;,,,,,,, .:1,,,.!:„„).,,, `� s mitigate attacks. All timelines and milestones were met and the projectF; aE stayed within budget. u SECTION 4 o '11 mETHODOLoGY 8f 4 gMHOLOgV WORK PLAN M ETHO *OLOGY tt Wili '."'*.- a,,,,' ' .:"'-• L 3 N ., „„,,. A 't'', , t g a Max Power Technology follows ITIL (Information Technology Infrastructure Library) Service Lifecycle for IT services management and for the implementation of IT best practice.The series of steps taken to assess, recommend, design, transition and service the clients infrastructure are collectively utilized to ensure redundancy and improved functionality. Strategic Assessment Max Power Technologies'priority is understanding our customer's business objectives and ensure that the current service are tailored for a particular need-based purpose,designed to fulfill a business objective. Our team will meet with the existing service provider to evaluate the current hardware and software • environment, evaluate existing technology tools, review historical service requests, identify resources and capabilities,engage in knowledge transfer,and establish customer and vendor relationships. Service Design During the Service Design phase of the process,Max Power Technology will identify key stakeholders,review and update current IT support processes, plan for technology tools configuration or updates, engage third party vendors which are critical to support existing services and IT operation. Max Power Technology will offer recommendations for service improvement and propose a blueprint for a three-year support plan. Service Transition In order to ensure a seamless uninterrupted transition, Max Power Technology, in collaboration with the existing consulting firm, will perform hardware and software service validation, testing, and transition planning. During service transition, the assigned staff member will work with the City of Rosemead on a communication plan to minimize impact to end-users, engage key support personnel, and ensure the production environments continue to operate without disruption. Service Operation Max Power Technology team members will monitor and control the IT services to ensure that their underlying infrastructure are being provided efficiently and effectively as per Service Level Agreements.This includes monitoring services, resolving incidents, fulfilling requests and carrying out day-to-day routine tasks related to the operation of infrastructure components and software applications. 06 SECTION 4 MIETHODOIOGY Eirg K PLAN Continual Service Improvement Max Power Technology will continuously evaluate the quality of service and make recommendations to improve efficiency as new technologies become available.We will align IT services for the City of Rosemead by identifying and implementing improvements to the changing business needs. Our quarterly service review includes the following deliverables: Review and analyze improvement opportunities. Review and analyze Service Level Agreement results. Improve cost effectiveness of delivering IT services without sacrificing customer satisfaction. Identify and implement individual activities to improve IT service quality. Ensures applicable service management methods are used to support continual improvement activities The Managed IT Services across each technology will include proactive operational activities such as monitoring server and network performance, applying-security updates and performing routine scans on desktop and laptop computers, performing backups, and monitoring firewall functionality. Reactive operational activities include responding to user incidents and requests for help. Other administrative activities include identifying Key Performance Indicators which will measure service delivery and provide operational reporting on the health of the Managed Service activities. Service rn In order to ensure that the client understands and works in unison with changing support providers, Max Power Technology establishes a leadership and hierarchical escalation process that is structured for the establishment and on-going operation of the Support Services. The Governance structure will be divided into a strategic,tactical and operational levels as defined below: The Strategic level is designed to establish the foundation of communication and service operations,to mutually develop a road map for business transactions. The following topics will be discussed with the client bi-annually: Identifying issues and corresponding solutions that have risen and develop methods to anticipate or prevent problems from arising. y*J High-level Service Level Performance and project follow-up Service enhancement and/or expansion • Technical plans and future projects. Attendees from Max Power Technology:Account Manager, 07 Service Service Delivery Manager SECTION gIM 9 , The Tactical Level is designed to further enhance the services being provided and to improve the partnership between the City and Max PowerTechnology.The following topics will be addressed monthly or when necessary: Contractual topics connected to Operational level Review of minutes of prior meeting Review and analysis of performance metrics Current status of additional special projects (if any) or outstanding implementation action items Discuss aspects of change requests,configurations and projects. Opportunities for process and/or service improvement Attendees from Max Power Technology:Service Delivery Manager The Operational level is designed to address the day to day business operations of the services being provided.The following topics will be discussed weekly or • �._ on need basis: Incident and problem handling � � Requested in-services (not change requests) xk Daily routine follow up Attendees from Max Power Technology:Service Delivery Manager de— Annual review During the transition phase,the Customer specific metrics and evaluation measurement methods will be agreed upon. Once developed and approved they will serve as guidelines and placed on the agenda of the monthly meeting. During the annual review,the guidelines and resolutions will serve as the basis of discussion to ensure objective discussions are held about topics of concern previously presented on the monthly and quarterly reviews. Reporting Max Power Technology will report on a monthly basis the status of the Service Level Fulfillment("SLF")for the preceding month and how Max Power Technology fulfills and meets the agreed service levels. Activities for work outside the scope of this SOW(additional projects) will be reported and agreed under a separate SOW. i 0g'Q SECTION 5 ' (tj k� � gD. C OL e . . , 3 3 ,!,,,,R41: jose@maxpowertechnology.com - 3 Av i record r i in r , process reengineering, Growth-focused professional with a proven capacity to lead diverse organizations to consistent success. Talent for spearheading special projects and service management functions. History of empowering teams , to exceed ambitious objectives. Able to deliver exemplary customer support, and guide full life cycle planning. Demonstrable ability to track progress through KPIS, advise client, and formulate hardware and software recommendations. PROFESSIONAL EXPERIENCE DIRECTOR,IT ST PPORT 2018 to Present PRO SKILLS Play critical role in bolstering student and staff satisfaction, driving $100M+software development projects,conceptualizing cost-effective Strategic Planning&Leadership strategies, and empowering team members in second largest school district in United States.Balance concurrent tasks to coordinate 180 staff Software Development/Analysis, members and devise transformative process redesign strategies in QualityAssurance&Performance support of essential school functions impacting more than 800 school . sites,60,000 employees,550,000 students,and over one million parents. Improvement Navigate Enterprise Help Desk consolidation effort to expand silo Curriculum Design/Evaluation organizations.Integrate policies to maximize cross functional efficiency, secure vendor relationships,and stimulate team cohesion. Network Administration Drive vendor management and contract negotiations,engaging with Technology Planning large-scale entities such as Google, Apple, HP, Adobe, Intel, and Arey Desktop Support/ Jones. Troubleshooting ` Captured tremendously rewarding agreements, including 5-year contract with, Apple worth $100M and $125M contract with Arey IT Service Management Jones. Student Information Services Persistently outperform expectations and set new standards inproactive leadership, recognized by Ernst & Young as single most social Media Marketing mature Help Desk representative for LAUSD. Excel in continuously refining complex procedures and communication, boosting student, parent,and employee satisfaction from 70%to 90%. . EDUCATION & " t CREDENTIALS California State University, Los Angeles,Los Angeles,California CAREER EXPERIENCE BACHELOR OF SCIENCE IN BUSINESS MANAGE ENT ANIS C0MPUT R E T I ECTO ,ITCUSTOMER S T INFORMATION SYSTEMS,214 2015 tc 201 TECHNICAL Spearheaded far-reaching process redesign initiatives and directed PROFICIENCIES, more than 125 unique personnel. Leveraged expertise to facilitate performance metrics and gauge productivity. Deployed successful IVlac_OS;Windows OS;Active cost-saving methods, significantly curtailing driving time and mileage. Directory;Windows Server; Played leading role in growing first contact resolution (FCR)rates. Microsoft Office I Inaugurated interactive program to train support staff. SELECT PROJECTS ISIS JECTMANAGEMENT LES 201 o 2€11 S D Customer Experience Improvement Drove full life cycle of cross-functional matrix organization. Assumed 3 responsibility for one fifth of $130M software project recovery. Held Phase 1 L Laptops , direct oversight of business analysis, subject matter experts (SME), GGTP �iK quality assurance (QA), production, and specification documentation generation. Windows 8.1 OS.LAUSD.Pilot.' 260K . Reinforced large-scale data cleaning projects for prominently Granicus Board Item Management& recognized student information system. Video Streaming BUSINESS EFFICIENCY ANALYST 2013 to 2014 My,Integrated.System for Students (MISIS), Took command of requirements gathering, business process modernization, software development and auditing, and customSi OOK er support functions to support students and executive staff. Attendance Tracking Software' Implementation:School 2 Home IT BUSINESS EFFICIENCY ANALYST 3' 2012 to 2013 Wireless Upgrade Produced critical path analysis, charts and project charters. Formed ADDITIONAL EXPERIENCE-r data-driven presentations in articulating recommendations to senior-level representatives. Instituted Enterprise License Agreements Field Service TechTechnician (ELA).Constructed state-of-the-art cost recovery programs. L"AVSD 2011 to 2012• Information Technology' Central Office City of u al y,CA a ewer` San Mike Technology a pport Coordinator 111 O Technology Investments LAUSD _ 2018Present CES, CEO. 2004 to 2011 1 Q South Gate Middle School g ." i [=K C C gQ SECTION 5 7RIE M L_ A 6 @ ® , A!i S ,AcM3 ;3 mrn Mario II�N R P � NAss i mario@maxpowertechnology.comva f , = '. Vi=n PROFESSIONAL EXPERIENCE INFORMATION S ENGINEER , Entertainment Partners I Burbank,CA January 2017-September 2019 Successfully lead and implement various security Contributed to external security focused events in the projects within all aspects of the project lifecycle from form of presentations, whitepapers, and demos; sourcing, POC,vendor management,documentation, including a security presentation for a large client that operationalize,and train team members. helped the organization obtain new contracts by demonstrating a mature and robust security program. Performing security operations,monitoring,assigning severity levels, and responding to security incidents Optimized existing and newly acquired security with defined SLAs. tools/systems to provide maximum value while ensuring minimal impact to IT/Development Established a process for identifying, mitigating, and operations and business units. responding to major security events within EP's environment with approximately 2,000+ workstation Develop security baselines and best practices for endpoints and 1000+servers which include Windows, cloud environments such as AWS and Azure. OS X,and Linux operating systems. Worked in collaboration with network team to deploy Assist the organization with developing and maturing Bradford NAC solution. their information security program. Moving from a Implementing a gamified security education program reactive security model to a proactive model that for employees with monthly presentations, training identifies security gaps and deploy mitigations; in videos,and reporting metrics to senior management. addition to researching and monitoring threat intelligence sources. Security integration via API for various security solutions such as CarbonBlack EDR, UBA, Symantec Deployment and administration, of Proofpoint DLP antivirus, Palo Alto Network Firewalls, WildFire and email gateway solutions as well as mitigate risks malware sandbox, ProofPoint DLP/Email security to around Office 365 to protect against phishing centrally triage security events and reduce the campaigns and other email attacks. incident identification and response time from hours Created and implemented a robust malware security to minutes. plan to mitigate risks associated with Ransomware, Deployment, configuration, and administration of an hacking tools such as Mimikatz,and malware/botnet MDM solution for iOS and Android mobile devices activities such as Emotet and WannaCry. Implementing security solutions to meet control Implementing and managing IOC watchlists by requirements and manage the security systems leveraging security automation tools such as Palo Alto needed to assist the organization in achieving ISO Networks Minemeld and Demisto to improve the certification response time to identified threat activity. Performing application and network vulnerability Implementing a centralized network logging system assessments using Qualys and worked with leveraging the ELK stack and Securonix UBA which operations teams to ensure efficient patching for both provided the organization with full visibility into scheduled patch releases and unscheduled patch network,application,and user activities. releases targeting specific threats such as WannaCry EDUCATION:& CREDENTIALS California State University,Los Angeles(June 2013) BACHELOR OF SCIS CE:COMPUTER II1 OP ATION SYSTEMS I BACHELOR OF SCIENCE:COIPt1TER PROFESSIONAL EXPERIENCE INFORMATION. Relevant Coursework:Hardware and SEC ITY ENGINEER_CONSULTANT Software Architecture;Information and Digital Scepter Corporation I Los Angeles,CA Internet Security;Computer Forensics; February 2015 to November 2016 Python,Programming;Palo Alto . Networks Firewall training;SANS Conducted web application vulnerability scans and assessments for training. customers using industry standard tools such as Nexpose, Nessus, Fiddler,OWASP ZAP proxy,among others TECHNICAL Deployed,managed,and monitored DLP solutions such as Websense and Digital Guardian PROFICIENCIES Implemented next-generation endpoint security solutions for clients OWASPTop 10,Nexpose,Palo Alto in diverse industries including aerospace, education, government, Networks firewalls, Splunk, DNS and entertainment security, Network and Endpoint", : '" Performed firewall migrations from Cisco,Juniper,and Checkpoint to security, ;Computer forensics with Palo Alto Networks firewalls for clients in diverse industries including Encase and FTK, Networking, Aerospace,Education,Government,and Entertainment Internet and information security, Provided advisory services to customers to assist in the development Bash scripting, ,.Python, ". PKI of their security programs and helped establish policies and Cryptography, Windows,'. ,Linux_ procedures to address security gaps and strengthen their security and OS X operating systems, Kali position through network hardening and segmentation Linux, "Nessus, Metasploit, ELK,. Audited firewall configurations, performed firewall health checks, Proofpoint solutions, ELK, and implemented application-based security on Palo Alto Networks Bradford NAC, CarbonBlack, firewalls in accordance to best practices TCP/IP protocol stack, IDS,- IPS, ` Architected and deployed enterprise-wide logging and monitoring Antivirus software, UBA software, °. solutions with Splunk and Syslog for customers with large network syslog, incident response, threat . environments such as Los Angeles County Metropolitan intelligence and threat hunting, Transportation Authority wireshark,encryption,Hadoop. Performed incident response, network forensics, and threat intelligence•,analysis for customers in diverse industries including Aerospace,Education,Government,and Entertainment LEADERSHIP EXPERIENCE Configured web traffic decryption,filtering,and monitoring on Palo Alto Networks firewalls CYBEBPA R1 T . : Development of security baselines and deployment of PAN firewalls SPECIALIZED COACH for AWS environments Field Service Technician Special Project: Developed technical requirements and participated Los Angeles Unified School District in the development of a proprietary firewall auditing and monitoring (March 2013-Present) solution sold as a product by Digital Scepter Corporation -Teaching groups,of 10 to 20 students about cryptography and Steg a n og ra phy. -Teaching groups of,10 to 20 students about cybersecurity concepts and Linux hardening procedures. PROFESSIONAL EXPERIENCE SECURITY ENGINEER LOS ANGELES UNIFIED SCHOOL DISTRICT I Los Angeles,-CA February 2013 to January 2015 Performed operations security functions including but Managed and automated critical B2B encrypted data not limited to managing firewalls,mail gateways,syslog transfers on IBM Sterling File Gateway systems servers, legal data requests, network monitoring, and security incident response Performed digital forensic investigations using EnCase software and providing expert advice regarding digital Developed IT security forms, policies, and procedures evidence including Windows server and Linux hardening documentation and scripts, along with Windows Assisted in constructing workflows for the automation endpoint and iOS mobile device security baselines and of security functions using BMC ITSM hardening procedures Special Project: Provided research for developing Administered Nessus vulnerability scanner, performed project charters, and aided in drafting an RPF for The scans on web applications and servers, provided acquisition of information security systems vulnerability remediation recommendations, and Developed and implemented security baselines for worked with functional teams to minimize business Linux and Windows operating systems including servers impact and workstations. Participated in the development and implementation of Provides management with security metrics such as the district's employee and student cybersecurity number of monthly security events, major sources of awareness training program incidents, identify high risk users/assets, severity Conducted internal IT audits and assisting in the metrics, time to response which was leveraged to completion of the annual IT Control Testing audit demonstrate the value of security to the enterprise as well as aid in driving down measurable risk COMPUTER ASSISTANT Los Angeles Public Library I Los Angeles,CA August 2006 to February 2013 Provided extensive customer service and Peripherals and printers are fully stocked and serviced troubleshooting assistance to 450 library patrons with the necessary supplies monthly relating to Responsible for all IT-related operations at the library Public computer workstations, productivity software, branch Wi-Fi networking,and other technology needs Drafted semi-monthly comprehensive reports of Supervised and ensured that the library's 20 public technical issues and collaborate with teams to workstations are functioning properly,and ensuring that all anticipate other issues 0 0 0 0 0 000 SECTION o o 2 jairo@maxpowertechnology.com ` Solid record ip in Mobile Device Service Management, and process reengineering Self-motivated and results driven professional with a proven ability to guide a full IT asset life cycle management program and lead diverse teams to consistent success.Talent assessing information system needs, spearheading high-profile projects, and improving IT service management functions. History of executing innovative projects to improve operational efficiency and reduce operating cost.Successful record of development andimplementation of policies and procedures,tracking progress through KPIs,advising school district executives and other stakeholders, and formulating hardware and software recommendations. PROFESSIONAL EXPERIENCE PRO SKILLS MOBILE DEVICE T ADMINISTRATOR I Mobile Device Management IT E VICEMANAGEMENT Los Angeles,California Systems 2013 to Present Asset Management/IT Service Managing and directing the daily operations of the Mobile Device Management_,. Management (MDM) Unit since April 2013. Responsible for lifecycle management of 482,000 assets District-wide from device acquisition, Quality Assurance&performance configuration,deployment, monitoring,to device retirement. Ensuring Improvement Children's Internet Protection Act(CIPA)compliance on student devices to provide a safe learning environment and support ongoing E-RATE REP Development&IT Proposal -.n funding.Managed the design and implementation of the Apple Volume Evaluation = Purchase Program (VPP), which provides a process to acquire, deploy, and monitor mobile applications and software, and allows for the .Contract Negotiation.&Vendor -effective monitoring of software ense compliance at approximately Management 1,000 school locations. I, along with the MDM team, helped deploy approximately 18,000 mobile applications and instructional software Software Management& totaling over 16 million software licenses distributed District-wide. Software Compliance . Active role in executing and managing large-scale multi-million dollar projects and project budgets. In 2017, in addition to leading the MDM IT Governance&Policy Unit,!tooka leading role in the operations of the IT Service Management Development: (ITSM)Unit responsible for managing,configuring,and supporting BMC Remedy ITSM, the District's newly deployed IT asset management Technology Planning system.Collaborated with the IT Asset Management team to migrate IT Budget Development asset data from multiple sources into the BMC Remedy IT Asset • Management system. Also, led and coordinated efforts to improve Project Management.' foundation data synchronization between IODS (Data Source) and BMC Remedy Configuration Management Database, which is critical for the effectiveness of IT asset lifecycle management. EDUCATION & CREDENTIALS University of Phoenix,Pasadena, California BACHELOR OF SCIENCE I BUSINESS . Furthermore, I developed and presented an Asset Management Plan to A Mi iST ATI N/i M 1 consolidate the management of hardware and software assets,improve SYSTEMS,2012 efficiency, and provide asset visibility across the organization.Thereby, resulting in better software licensing compliance and allowing District PROFESSIONAL leadership to effectively forecast and plan for hardware and software MEMBERSHIPS purchases moving forward. Serve a critical role in implementing continuous IT service improvement, maximizing the use of IT tools, standardizing and documenting processes based ons ITIL standards,and International Association IT Asset empowering team members in the second-largest school district in the Managers(IAITAM)" United States. Currently working on the following large-scale projects Information Systems Audit and and budget development: Control Association(ISACA) ; $4.5M BMC IT Service Management Contract— Budget development, Association(CompTIA)- Computing Technology contract negotiations,and vendor management. Microsoft Certified Professional $3.4M Enterprise Help Desk Consolidation Project — budget Member development,project management,and ensure bond compliance. Apple Developer Program IT BUSINESS EFFICIENCY ANALYST Latino.Business Chamber of Greater 2011 to 2013 Los Angeles(LBCGLA) Responsible for analyzing IT operations and business processes. PROJECT Developed strategies to increase efficiencies by identifying appropriate technologies and guiding the implementation of IT IMPLEMENTATION, best practices.Worked directly with the Chief Information Officer and Executive Management presenting, planning, and executing ° Si'., multiple IT projects. Common Core Technology Device" $50K Bomgar Remote Support Solution Project - Acquisition Deployment Project and deployment of a remote. IT support tool to improve customer service and drive efficiency and cost savings across the CCTPPhase 1 L Laptop Deployment organization. Project Creation of the Mobile Device Management (MDM) Unit and $6.7M deployment of mobile device management technologies to Mobile Device.Management, effectively support the increasing number of mobile assets Contract Negotiation and Managing deployed across the organization. Budget:, $317K $45K Granicus Board Agenda Management &Video Streaming BMC Managed Services Solution Project - Deployment of an electronic agenda system and video streaming services to automate Board of Education business process workflows. Jack hs The Box,cit y"of" Casrok erce; ala'fc reriia,.. TE0RTECHNICIAN/IT FIELD SERVICES TEC II El IIT SALE 1997 to 291 (PSi TECHNICIAN" 1992 to 1997 Team lead responsible for installing, configuring,troubleshooting and repairing classroom technology including network Max Bower Techolo Y,�i-C: equipment,servers, desktop and laptop computers, software and a..�; ClrfpaIric m peripherals. Providin trainingto lower level support staff. p p 9 pp 1 Stp ,Inc. Researched and recommended an inventory management systeOne m �_� P� idem to request,track,and monitor parts availability. ',,',:.,._' i Lit ‘ii uNm'_,EL,It'z246:00LIM01:Rj SECTION 5 ., i!stiFipqtRTiliEtkikKINNftt brian@maxpowertechnology.com ` Nk Mr.Sandoval will be the IT Support Technician and will be responsible for the day to day operations and user inquiries or service tickets generated throughout the day. He has a Bachelor's Degree in Computer Information Technology from the California State University at Northridge and was a National Finalist for the Cyberpatriot Competition in the Regional Cyber Collegiate Defense Compet.at. tion. His expertise in assessment and troubleshooting will enable him to find solutions to complex issues. Based on the need and complexity of the problems, Mr. Sandoval will follow the existing protocols of escalation and triage the needs of the City's service ticket generation. In addition,Mr.Sandoval will be responsible for the set up and operation of audio and video equipment including microphones,speakers,video screens,projectors,video monitors, recording equipment, connecting cables, and related electronic equipment for meetings, presentations,and news conferences. anthony@maxpowertechnology.com2:4: vI Mr.Acosta has been an essential member of the Max Power Team since 2017 and has assisted in optimizing Operating Systems and eliminating cybersecurity vulnerabilities for various private and public sector clients. Completely fluent in Power BI,Tableau and various other system programming languages,he will be integral in the execution of system upgrade and configurations,as well as,conducting end user training sessions that introduces and enhances various technologies to members of the City staff.As a Graduate of California State University, Los Angeles with a Bachelor's of Science in Business Administration with an emphasis on Computer Information Systems, Mr. Acosta frequently mentors'students on system analytics, information systems,computer programing and the integration of technology and the work place. Mr.Acosta will assist the City of Rosemead as a Network Technician in charge of, amongst other things, ensuring the network device configurations are performing at their maximum efficiency. ;., 16 . SECTION 5 Uu ,,r-FHH (cf):111=0(gU ORGANIZATIONAL ,_ ,.... _ 4 COO CEO IT Administrator ,\ \x ' • a ...,,,, , . Support Technician C.I SO Security Analyst Sttlo •,......,„„ Network Technician • a -t, ,..'..'•,,:; ',.1;-,,tt-4,,;-• 17 •;713:-,.....:-. ,, I..-- . . ..,......,. ..,- . . . . . , . V V% r - v .: E \'\,• :4„.., E . ., . . . . , . . . . . . . . z ,. . , , -„,,.,,. .,. , . . .. , . . . . ,..,... . -vq.„, _ ° Atsuro Kag wa IT Service "ask Manager :. ° ° UCLA Anderson School of Business o " a = atsuro.kagawa@anderson.ucla.edu -.„ • (310)206-2957 tf R , • y F 4* �€ S. ° ''° RonaldChandler Chief Information N\ Officer , ,., Harvard Business School o� RChandler@hbs.edu ° ,� (213)248-0703 .o � Sao - Roger a haria f ,. V Operations / Business Development t XOM Global ' m ' - * -1 rogerz@xomglobalcom, ° ; (858)354-0068 w e SECTION 6 MAX POWER '' SECTION 7 _,,,. -v-,-ErK iCi)ME , 0 _NA. „-L. VAgMMC)LC)MU - c4100000000.-,,,. / 1 has EVER been involved in any litigation or lawsuits from any public project undertaken by the firm. In addition, Max Power Technology LLC, nor any f subcontractor, has ever been involved in any type o project where claims or settlements were paid by the firm or its insures within the last five years. . ---- i .„..„. _ .- . • ./.i . , ...- 7• i .. ,-7" •,„, / •• i ,- .1* b.,S. *,„--- // , •/ ' /' ; 9 I . .. . ,,/ . NI.' -vir Ibp-\\‘‘‘‘vix1/4",,.,,,• - / /4% • . �E , . ,,, (...) ,,/ ,,.ilg[lf:-_fl SECTION 8.° . Service Type Description NI®nthly Rate Onsite°Support Montly Plan/ An IT Support technician will provides $9,$00.00 • 40 Hours perWeek.-Regular onsite coverage Monday through Business Hours Thursday from 7:00 AM to 6:00 PM fora , total of 40`hours per week Onsite.Support Description Hourly t e Li &L2 IT Support Technician Additional Resources $85.00 L3 IT Security.Analyst Additional Resources $150.00 L3 Server Administrator Additional Resources $150.00 L3 Network Engineer Additional Resources $15.0.00 After Hours Support(Scheduled) Description Monthly Rate L1 &L2 Onsite Support An IT Support•technician will be $125.00 (2.hours minimum), directed to provide after hours and weekend coverage upon 72 hour advanced notice. Max Power Technology will provide up to 8 complimentary hours of.onsite or ' remote support per month atno additional charge: L1'&L2 Remote Support $75.00 EmergencySupport Description Hourly Rate Li &'L2 Emergency Onsite An IT Support technician will be $150.00 Response-(2 hours minimum) dispatched to provide after hours and weekend emergency response. L1.&L2 Emergency Remote Remote Service Desk $100:00 f' a Support ,/,----=-, I 1 - 01 EV Mgi-j-h-:. :1 H CIDLC)gU . . .. . . , ....:. . . ... ::. - . ..... ... . . ',,-.•- ... .• . g i , , . .......... .. . ly 4 . .. ....,:;....................;:...'... .. ...:. ' 4, .. ..:.....,,,,, .•• . ::‘, $.,,,,,,,,, ;:::,:;,....:. .k. Sf,,f, 1,, . •". ,.' . ':. ...:.. ';',,. • ' H.:.... '''i,.,..., 'a, ":•:.. 1.... '.":..;.""",,, . .. . .4.,• 7.,..i -11.4\ .:. .....,,,,.... ' .• ••• . N. .: :.,,,,„ :.,.. ..'...: . . • 4+1/4 : . '4.r: '..4'.,\ ''''::,::.. :..... 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'110:'.::, . .‘c,1 , . .:.::::;::ii,i,:'... : \ VA..,1:4i:i1.3:11.44::L:.;:lipi"..: ':..•''''': :::::.':'!:!:‘::':::::.... :.....:::.::......... . .,.: --..•,..,,,,,_ ' ,.: :: .: .\t".. - . „.:„.,,,.,..::.; ,..... . .. ... ..,,,,,;er,..,::::;,:.9.4011,:,;,;;;,:- ....::..:...;:-:...\:-:::71,:F:::.]:,:-. . . ,:::-::::',..::- • . -' . ' • EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant 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. Consultant shall provide the following types and amounts of insurance: 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, and $2,000,000 completed. operations aggregate. Automobile liability insurance: Consultant shall maintain automobile insuranceat 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 any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. 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 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 Consultant, subconsultants 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. Technology 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 consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit C-1 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 policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. Consultant shall procure and maintain Cyber Liability insurance with limits of$1,000,000 per occurrence/loss which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, disseminations or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. d. 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. e. Liability arising from the failure to render professional services. • General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant 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. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant 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 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. C-2 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. Consultant 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 Consultant'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 Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant 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 required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10.Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with subcontractors and - others engaged in the project will be submitted to City for review. 11.Consultant 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 Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- C-3 insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured 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 Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, 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.Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant 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.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type 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.Consultant 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 Consultant'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 Consultant under this agreement. Consultant 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. C-4 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.Consultant 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 Consultant 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. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant 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. C-5 Acc> a CERTIFICATE OF LIABILITY INSURANCE DAM(MM023YM THIS CERTIFICATE 19795017 A3 A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 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(les) 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 Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CAPNONE 520 Madison Avenue 32nd Floor CONTACT NAME: (888) 202-3007 FAX No E4ML ADDRESS: contact@hiscox.com INSURERS AFFORDING COVERAGE NAIC K New York, New York 10022 INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURERS Max Power Technology, LLC. 653 S Chicago St Los Angeles, CA 90023 INSURER C: INSURER D: CLAIMS -MADE Fx_1 OCCUR NSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY ERP MMIDO POLICY OP MMIDDn'YYY LIMIT$ X COMMERCIAL GENERAL UASILITY FACH OCCURRENCE $ 11000000 CLAIMS -MADE Fx_1 OCCUR PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL B ADV INJURY $ 1,000,000 A P100.202.679.6 04/11/2023 04/11/2024 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JELOC PRODUCTS-COMP/OP AGG $ SIT Gen. Agg. $ OTHER: AUTOMOBILE LABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ I ANY AUTO BODILY INJURY(Paraccident) $ ALL OWNED SCHEDULED AUTOS AUTOS PROPERTYDAMAGE $ Paraoddent NON -OWNED HIRED AUTOS AUTOS UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' UABILnY Y/N STATUTE ERH ANYPROPRIETOR/PARTNENEXECUTIVE E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? ❑ N/A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT I $ If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 151, Additional Remarks Schedule, maybe attached R more space is required) r:FRTIFIr.ATF i4ni DFR CANCELLATION City of Rosemead 8838 E Valley Blvd SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Rosemead, CA 91770 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD A� oe CERTIFICATE OF LIABILITY INSURANCE DAM(MMMDNYY'n 02/25/2023 THIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO MURT"PON THE CERTIFICATE HOLDER. THI 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: M the certificate holder is an ADDITIONAL INSURED, the policy(les) 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 Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CAPNONIN 520 Madison Avenue 32nd Floor CONTACT NAME: E(ggg) 202-3007 ac No EMAIL ADDRESS: contact@hiscox.com INSURER(S) AFFORDING COVERAGE NAIC# New York, New York 10022 INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURER B INSURER C Max Power Technology, LLC. 653 S Chicago St Los Angeles, CA 90023 INSURER D : AIMSDE OCCUR CL -MA INSURER E : NSURERF: r:nVFRAnFR CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ANRD DDL HUD POLICYNUMBER MMIDPOLIUYEFF MWDD YYICY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ AIMSDE OCCUR CL -MA DAMAGE T RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL B ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ PRODUCTS - COMP/OP AGG $ POLICY D PRO- LOC S OTHER: AUTOMOBILE LIABILITY A COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE $ Perawcldent 8 UMBRELLA LAB H OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS�MADE DED I I RETENTION$ $ WORKERS COMPENSATION ANDEMPLOYERS'LABILnY ANYPROPRIETORIPARTNER/EXECUTIVE Y� PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ OFFICER/MEMBEREXCLUDED? (Mandatory In NH) NIA E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONSbelow A Professional Liability P100.202.254.6 04/11/2023 04/11/2024 Each Claim:$ 1,000,000 Aggregate: $ 2.000,000 DESCMPTHIN OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, A#dieonal Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION V 1986-2015 ACORD CORPORAT ION. Au rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 8838 E Valley Blvd THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Rosemead, CA 91770 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i; F V 1986-2015 ACORD CORPORAT ION. Au rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACCPRd CERTIFICATE OF LIABILITY INSURANCE mpamowiml °"07/21 2022 07/21/1022 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 certificate holder is an ADDITIONAL INSURED, the poliey(iss) must have ADDITIONAL INSURED provisions or be endorsed. R 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 certHkate holder in Ileu of such endorsement(s). PRODIICSR DRD Insurance Agency 511 8 Harbor Blvd Ste B A Dave Cacheiro PHONE FA% (562) 448-3200 Aft ,(562) 448-3220 E42A6daveedrdiasurance.com La Rebra CA 90631-9376 a19U a 1FFORDINGCOVEMGE NAICe INSURER A: Hi 5C0s Insurance COMPAMY 10200 INSURED (323) 1954392 INIURERS'SiICOx SPGCi&ItY IasuranCO Co 10202 Mex Power Technology, LLC. INVAUA O: ILL scox Spool al ty Insurance Cc 10202 INSURER D: 653 S Chicago Street INSURERE: Los Angeles CA 90023 INSURERF: COVERAf4ES CERTIFICATE NUMBER: Cart ID 6208 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. -- JEFF-POLN:Y ESP RBR A R TR TYPE OFINSURANCE Iw POLICY NUMBER LAITS A LUASILM City of Rosemead EACH OCCURRENCE $ 11000,000 A{U/�TN��OW.,¢QO,B[PRE9 TAmE rMEACALGENE CLAMS.MADE F OCCUR C `"a P100.202.2S4 04/11/2021104/11/20231 pR I Ee tlCGnen S 300,000 MED UP(An ane Perm) S S,000 PERSONALAADVINIURV S 2,000,000 GENERALAGGREGATE $ 2,000.000 GEN'LAGGREGATELMITAPPLIESPER: 2 : POLICY E jE 1:1LOC PRODUCTSCOMP/OP AGO B 2,000,000 HER: S AUTOMOBIELWBLT, COMBINED N UNI S 1,000,000 iSaMRY(Por SOOILY IWUPa) S A aNYAUTO ..04/11/2022 brm BODILY INJURY(i�an0 B OW NFA SCHEDULED A i AUTOS ONLY AUTOS PR RTV MNAGE S Pm etiean HIRED NON.OVMED A AUTC5ONLV X AUTOS ONLY S B UMBRELLALWB = OCCUq 1100.202.254 04/11/202204/11/2023 EACHOCCURRENCE S 11000.D00 !AGGREGATE $ 1,000,000 A ExCEB8LW8 CIAIMSMADE A DFD Y RETENTION 1,000 $ WORNEesCOMPFN811TON PIM STATUTE ER ANDEMPLONERS'IABLUff Y-1 -- AM ORPARTNEEOWCUT� EL EACH ACCIDENT S IFC RRIE OFFICERWI& NN) i EMPLOYEE PLOYEE 1 E.L. DISEASE-POl1CY LIMIT S It yyes tlpLMWe unolr DESCRIPh OF OPERATIONS bW. CEirora and Omieaions 1100.202.254 04/11/202204/11/2023 Per Claim S 11000,000 C Brtora and Omissions 1100.202.254 04/11/2022 04/11/2023 Annual Aggregate S 2,000,000 VEHICLES mry Aeelle s be cancelledbeforetheexpirationder* Should any o! the policies be a Shout anyba tore the expiration date thereof, the teshold Insurer will mil rritCen nntiee is aaoordesce with the policy provisions to the certificate holder written accordance with named within the stated time frames of 30 days, except for reason of non-payment of premium at 10 days. CERTIFICATE HOLDER CANCELLATION ®1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2018103) The ACORD name and logo are registered marls of ACORD Page 3 of 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead 69638 1. Valley Blvd A{U/�TN��OW.,¢QO,B[PRE9 TAmE Rosamond CA 91770 C `"a ®1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2018103) The ACORD name and logo are registered marls of ACORD Page 3 of 1 DATE(MMIDD/YYYY) ACOR o® CERTIFICATE OF LIABILITY INSURANCE 12/16/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc.d/b/a/Hiscox Insurance Agency in CA (AHONN Ext). (888)202-3007 FAX No): 520 Madison Avenue E-MAIL contact@hiscox.com 32nd Floor ADDRESS: New York,NY 10022 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Max Power Technology,LLC. 653 S Chicago St INSURERC: Los Angeles,CA 90023 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRIVSD WVD POLICY NUMBER IMMIDD/YYYY) (MMIDD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) $ 100,000 MED EXP(Any one person) $ 5,000 A Y UDC-2226649-CGL-19 04/11/2019 04/11/2020 _PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OPAGG $ SIT Gen.Agg OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVEN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? --- (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Rosemead is listed as an additional insured per the policy terms and conditions. • CERTIFICATE HOLDER CANCELLATION City of Rosemead 8838 E Valley Boulevard Rosemead,CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACCPREP�1 ® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 01/31/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alexander Yu NAME: CoverWallet, Inc. (PN"cNN, ExtI: (646)844-9933 FAX No): 100 Ave.of the Americas, E-MAIL ADDRESS: customer.service@coverwallet.com Floor 16 INSURER(S)AFFORDING COVERAGE NAIC# New York, NY. 10013 INSURER A:ACE Fire Underwriters Insurance Company 20702 INSURED INSURER B: Max Power Technology 3849 East Cesar E Chavez Avenue INSURER C: Los Angeles,CA,90063 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WM/ LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MDDIYYYY) X COMMERCIAL GENERAL LIABILITY TECCAF152866352 01/31/2020 01/31/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(Ea occurrence) _ $ $100,000 MED EXP(Any one person) $ $5,000 A PERSONAL BADV INJURY $ $1,000,000 GENt AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ $2,000,000 OTHER: $ AUTOMOBILE LIABILITY TECCAF152866352 01/31/2020 01/31/2021 (Ea COMBIaccideNEDnt)SINGLELIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS _ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Insurance CERTIFICATE HOLDER CANCELLATION City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 8838 E.Valley Blvd. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Rosemead,CA,91770 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • l ® DATE(MM/DD/YYYY) ACCPR o CERTIFICATE OF LIABILITY INSURANCE 12/16/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hiscox Inc.d/b/a/Hiscox Insurance Agency in CA ONE (A/CC.No,Ext): (888)202-3007 ac,No): 520 Madison Avenue E-MAIL contact@hiscox.com 32nd Floor ADDRESS: New York,NY 10022 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Max Power Technology,LLC. 653 S Chicago St INSURER C: Los Angeles,CA 90023 INSURER D: INSURER E: • INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTRINSD WVD' POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE $ CLAIMS-MADE OCCUR PREM SESO(Ea occurrence) $ • MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO LOC PRODUCTS-COMP/OP AGG $ PRO- JECT _ - — OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) _ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION E AND EMPLOYERS'LIABILITY YIN STATUTE ERH ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS belowE.L.DISEASE-POLICY LIMIT $ A Professional Liability Y UDC-2226649-EO-19 04/11/2019 04/11/2020 Each Claim: $1,000,000 Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Rosemead is listed as an additional insured per the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION City of Rosemead 8838 E Valley Boulevard Rosemead,CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE • THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE J � ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD k),, THE HARTFORD I 'JO BUSINESS SERVICE CENTER THE fLL '' 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 February 3, 2020 • City of Rosemead 8838 VALLEY BLVD ROSEMEAD CA 91770-1714 Account Information: Contact Us Policy Holder Details : Max Power Technology LLC Business Service Center Business Hours: Monday-Friday (7AM-7PM Central Standard Time) Phone: (877)287-1312 Fax: (888)443-6112 Email: agency.services@thehartford.com Website: httbs://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team W LTR005 4C1C)01Z1: DATE(MM/DD/YYYY) 4.----- CERTIFICATE OF LIABILITY INSURANCE 02/03/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PAYCHEX INSURANCE AGENCY INC 76210762 PHONE (800)472-0072 FAX (585)389-7894 (A/C,No,Ext): (A/C,No): 150 SAWGRASS DRIVE ROCHESTER NY 14620 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hartford Accident and Indemnity Company 22357 INSURED INSURER B: MAX POWER TECHNOLOGY LLC INSURER C: 1101 PAGODA PL , LOS ANGELES CA 90031-1642 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTVVITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMMIDD/YYYYI (MOM YYYI _ _ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE I I OCCUR DAMAGE TO RENTED I-1 PREMISES(Ea occurrence) MED EXP(Any one person) — PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY 7-] PRO- JECT -LOC PRODUCTS-COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) ALL OWNED —I SCHEDULED _AUTOS AUTOS BODILY INJURY(Per accident) HIRED —NON-OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- AGGREGATE MADE DED RETENTION$ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY YIN E.L.EACH ACCIDENT $1,000,000 A PROPRIETOR/PARTNER/EXECUTIVE — N/A 76 WEG AF1A67 01/20/2020 01/20/2021 — OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 — (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 8838 VALLEY BLVD BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED ROSEMEAD CA 91770-1714 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE _J' C ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD