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DS Automated Backup & Recovery ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR AUTOMATEI] BACKUP AND RECOVERY ANALYSIS This Agreement is made and entered into this.22od day of July, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Vology, Inc., (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY wishes to conduct an analysis of its automated backup and recovery processes and develop a comprehensive plan to improve its related systems and methods; and WHEREAS, CONTRACTOR focuses on selecting best of breed data storage and backup solutions to provide technology analysis and planning services for commercial and government customers; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Information Technology Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Jeff Smith is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties as described in the Proposal, dated April 21, 2015, attached as Exhibit A hereto. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as 4 -- , -Sgko A $ q - 3 -gs� follows: - Assist CONTRACTOR in gathering current information on CITY systems and processes. - Provide CONTRACTOR access to CITY facitilites for conducting onsite reviews. - Participate in meetings with CONTRACTOR to review findings and recommendations. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as specified in Exhibit A, provided that the total amount paid to CONTRACTOR for its services and expenses will not exceed $15,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 3 months commencing on July 22, 2015, and ending on October 21, 2015. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of 3 months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its perfonnance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: I . Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following tennination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. a D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perforin all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: Gus Bush City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Jeff Smith 300 Spectrum Center Drive Irvine, CA 92618 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney CONTRACTOR B me: John O'Shea Title: President By: Name: Doug Pray Title: VP of Accounting, Finance & Operations, Executive VUL.Ocy Backup and Disaster Recovery Analysis Professional Services Statement of Work Firm Fixed Price Project 04-21-2015 Gus Bush City of San Rafael 1400 Fifth Avenue San Rafael , California 94901 Vology • 11ttp::'www.vo1ogy.com CX , b� 300 Irvine Center Drive • Suite 1070 • Irvine, CA • Telephone 949.297.4000 • Fax 949.297.4004 VULOCY Dear Gus Bush, Thank you for your interest in Vology and our service offerings. We are pleased to present this statement of work to City of San Rafael for your review, approval and signature. For your convenience, we have provided a checklist of the items we require in order to execute your services request. Statement of Work/Signature Page (to be signed and returned) Customer Purchase Order (customer provided) Please complete and return the above identified documents to your Vology Account Representative, or forward to: Attn: Jeff Smith Vology 300 Irvine Center Drive, Suite 1070 Irvine, CA 92618 Phone: 949.297.4000 Fax: 949.297.4004 Vology appreciates the opportunity to submit this proposal and looks forward to helping City of San Rafael with any future business computing needs. If there are any questions, please call me at 949.297.4000. Again, thank you for your continued consideration. Sincerely, Jeff Smith Vology VULOCY PROPRIETARY NOTICE Restriction on Use and Disclosure of Presentation and Quotation Information Data The information (data) contained in all sheets of this proposal or Statement of Work constitutes a trade secret and/or information that are commercial or financial and confidential or privileged. It is furnished to City of San Rafael in confidence with the understanding that it will not, without the permission of Vology, be used or disclosed for other than evaluation purposes. In the event a contract is awarded on the basis of this proposal or Statement of Work, City of San Rafael shall have the right to use and disclose this information (data) to the extent provided in the contract. This restriction does not limit City of San Rafael's right to use or disclose this information (data) if obtained from another source without restriction. VULOCY TABLE OF CONTENTS 1.0 STATEMENT OF WORK............................................................................... 2 1.1 OVERVIEW ......................................................................................................................... 2 1.2 VOLOGY VALUE............................................................................................................... 2 1.3 PROJECT MANAGEMENT................................................................................................ 3 1.4 PROJECT MANAGEMENT APPROACH.......................................................................... 3 2.0. SCOPE OF WORK........................................................................................ 6 3.0 CLIENT RESPONSIBILITIES...................................................................... 10 4.0 GENERAL PROJECT ASSUMPTIONS....................................................... 11 5.0 FIRM FIXED PRICING................................................................................. 12 6.0 STATEMENT OF WORK ACCEPTANCE ................................................... 13 APPENDIXA.................................................................................................... 14 APPENDIXB..................................................................................................... 15 APPENDIXC.................................................................................................... 17 Backup and Disaster Recovery Analysis 1 Vology Order# 510406 04-21-2015 VULOCY 1.0 STATEMENT OF WORK Order Number: 510406 Date: 04-21-2015 Service Provider: Vology Client Name: City of San Rafael Project Name: Backup and Disaster Recovery Analysis Account Manager: Jeff Smith 1.1 OVERVIEW City of San Rafael has identified a need for assistance to provide product and/or services for the Backup and Disaster Recovery Analysis. 1.2VOLOGY VALUE J Vology is an Enterprise IT Integrator specializing in data center infrastructure, consolidation, virtualization, optimization and data application solutions. Vology integrates effective datacenter computing and application solutions through alignment with agency Enterprise Architectures and established computing platform standards as well as proven implementation and management methodologies. Vology has been working exclusively with public sector agencies for the last 15 years and has been recognized in State, Local, Educational, Medical and Federal organizations as business that delivers results. We leverage technical expertise, a proven delivery methodology and a partner eco- system to provide our clients solutions that solve mission needs. All Vology projects are managed according to our Solution Development and Deployment Methodology that provides customers with predictable results, technical compatibility and alignment with strategic goals while avoiding unnecessary risks, costs and delays. Backup and Disaster Recovery Analysis 2 Vology Order# 510406 04-21-2015 VULOCY 1.3PROJECT MANAGEMENT The following sections will outline the key elements of the Vology Project Management Plan to providing a unified approach and a teaming structure. This plan ensures a successful delivery on the requirements of the Project. Vology leverages a proven project management methodology modeled in the ITIL framework to ensure efficient and effective achievement of project goals and objectives. Furthermore, Vology has established a team of industry leaders and structured the project management office and division of responsibilities to leverage the core areas of expertise of each team member. These key aspects of the Vology approach to project management significantly increase the likelihood of a successful, cost effective and efficient execution of the City of San Rafael 'Backup and Disaster Recovery Analysis' solution. 1.4PROJECT MANAGEMENT APPROACH Effective IT project management is a fundamental management responsibility and vital to achieving the overall mission and objectives of the Backup and Disaster Recovery Analysis. City of San Rafael must understand the status of and risks associated with the implementation of the solution in order to make informed decisions. Risks must be appropriately mitigated with sufficient controls in place such as to ensure that the solution is implemented on-time, within budget, and with minimal disruption to ongoing daily operations. The Vology approach to project management aligns with the Project Management Institute (PMI) Project Management Lifecycle. The Project Lifecycle consists of phases associated with Initiation, Planning, Execution/ Control and Project Close out. The approach outlines an effective, consistent management methodology that provides City of San Rafael with useful, accurate and timely project information for achieving the successful delivery of project initiatives. The following sections outline the phases of the Vology Project Management Methodology as a subset of the Solution Development and Deployment approach to delivering IT Solutions. Initiation Initiating outlines the processes that will get the project started. The initiation segment of this project will take the form of the project kickoff meeting that will occur within 5 days following contract award. This phase will allow City of San Rafael and Vology to establish success criteria and reach an agreement on the project's envisioned end -state. The early elements of the project planning phase Backup and Disaster Recovery Analysis Vology Order# 510406 04-21-2015 VULOCY are also engaged during the kickoff. Initiation and planning comprise the preparatory stages of the project management methodology that serve to reduce risk and ensure alignment between the goals and objectives of the Vology Project Team and City of San Rafael. Planning The planning phase is another critical component in the project lifecycle. Leveraging the Vology planning framework to structure, organize and manage a project saves time, reduces risk and provides consistent delivery results. Careful planning will eliminate countless hours of confusion and rework during the execution and control phases of the project. During project planning Vology outlines project activities that will be performed, and describes how these activities will be accomplished and managed. Project planning provides the framework in which assumptions are validated, constraints are identified, alternatives are reviewed, and success metrics around each major task are confirmed. During the planning phase, project scope, time estimates and resource requirements are verified. The planning phase also finalizes the structure for management review and control. Execution During the execution phase, project deliverables are produced and objectives are met. This phase entails the completion of the work activities, the expenditure of resources, and the application of the quality assurance processes to ensure that the results meet City of San Rafael requirements. During execution, Vology will provide weekly status reports outlining progress relative to timeline and objectives. These reports will include updates on all activities, identification of problems encountered with recommended solutions, anticipated activities for the next reporting period, and an updated list of the milestones scheduled. This phase requires the Project Manager and project team to: • Conduct, coordinate and manage the ongoing work activities • Perform continuous Quality Assurance to ensure project objectives are being achieved • Monitor identified risks for trigger events and implement mitigation strategies • Manage change Monitoring and Controlling Project control involves the regular review of metrics and report status to identify variances from the planned baseline. The variances are determined by comparing the actual performance metrics from the execution phase against the baseline metrics assigned during the planning phase. If significant variances are observed, adjustments to the plan are made by repeating and adjusting the appropriate project planning processes. Backup and Disaster Recovery Analysis 4 Vology Order# 510406 04-21-2015 VULOCY A significant variance from the plan does not explicitly require a change, but should be reviewed to determine whether preventive action is warranted. Controlling also includes taking preventive action in anticipation of possible problems. As discussed in the planning phase section, the project plan will include the initially agreed upon baseline project schedule and budget. These become the primary tools for evaluating project performance. Project Close Out The last major phase of a project's life cycle is the project closeout phase. Project closeout is performed after all defined project objectives have been met and City of San Rafael has formally accepted the project's deliverables and end product. Some of the key elements to project closeout are: • Formalizing customer acceptance • Closeout of any financial matters • Preparation of the project's completion report • Conducting a project review • Documenting lessons learned • Handoff to System Operations Backup and Disaster Recovery Analysis 5 Vology Order# 510406 04-21-2015 VULOGY 2.0. SCOPE OF WORK 2.0.0 - Examine the existing/implemented recovery strategies. 2.0.1 Identify the cost of downtime to your business, this is required to understand the Recovery Point Objective (RPO) and the Recovery Time Objective (RTO). 2.0.2 - Identify the most critical assets and dependencies (Servers, Applications & Data). 2.0.3 - Prioritize applications and data that are critical to running your business. 2.0.4 - Determine how much downtime your business can afford per server/application. 2.0.5 - Define the sources of the backup (Virtual Machines, Physical Systems, Applications, Files). 2.0.6 - Document Consistency and Integrity, Files (Open file dilemma), Application data (Applications that are VSS-aware), (Application specific solutions), Systems (Problem with system state), Virtual Machines (Specific hypervisor functions are recommended). 2.0.7 - Build Infrastructure Topology from data gathered. 2.0.8 - Write and deliver Disaster Recovery Analysis Report. Backup and Disaster Recovery Analysis 6 Vology Order# 510406 04-21-2015 VULOCY 3.0 CLIENT RESPONSIBILITIES • Finalize all contract negotiations with third party suppliers for hardware, software, additional LAN wiring, and/or additional network equipment. • Procure additional required software, hardware, LAN wiring, and/or additional network equipment in a timeframe that allows work to be completed to meet project specific milestones. • Ensure City of San Rafael supporting infrastructure is under good working condition and under manufacturer support contract. To include but not limited to; latest patches and firmware applied, proper rackspace, power, cooling, network connectivity, IP addressing, and DNS functionality. • City of San Rafael is responsible for providing adequate and secure on site storage for all deliveries as well as transport of equipment to final installation endpoints. • City of San Rafael will verify and warrant compatibility of all components of project not designed by Vology. Vology does not guarantee functionally of customer or third party designed solutions. Incompatibilities, dislikes, or functionally shortcomings will be resolved between City of San Rafael, manufacturer, and or third party solution architect. • Ensure City of San Rafael staff availability during knowledge transfer steps of the project. Knowledge transfer sessions repeated, or moved outside timeline of project require change order. • Provide adequate office working conditions with a telephone, desk, and dial up/LAN connection for remote communications. • Provide the Project Manager with a list of all third party contacts, as well as, internal City of San Rafael Project Manager and all contacts necessary to facilitate tasks contained within this Statement of Work. • Communicate any issues or changes to the original project plan or scope of work to the Project Manager in a timely manner. • Ensure the work environment is free of hazardous materials and free from asbestos. City of San Rafael is responsible for supplying to any information concerning safety issues and/or hazardous material for the disclosure to all Vology and Third Party employees working on the project. • Ensure that Vology is given required access to all necessary facilities, as well as passwords, equipment, etc. required to successfully complete this project. • Inform City of San Rafael employees of Vology activities and direct them to provide necessary access and cooperation. • City of San Rafael is responsible for the backup and/or data migration of existing data unless otherwise agreed to by Vology. • City of San Rafael is responsible for obtaining all permits, licenses and right of ways necessary for the completion of this project. Backup and Disaster Recovery Analysis Vology Order# 510406 04-21-2015 VULOCY • City of San Rafael is responsible for computer system and network designs and component selection as it relates to the performance of the computer system and/or the network. 4.0 GENERAL PROJECT ASSUMPTIONS Effort has been made to develop a list of Project assumptions. Undocumented assumptions can have a dramatic effect on the project plan. In order to set the bounds of this project, you, the Customer, agree and acknowledge the following assumptions. • All communications, which affect the technical aspects of the project, must be directed through the Project Manager. Any communications, which are not directed through the Project Manager, will not materially affect the project. • Any additional labor or materials requested by City of San Rafael, not included in the scope of this Statement of Work will constitute a Change Request. • Each and every change made to the project plan once started will have to be approved by both parties via the Change Control Process as described in Appendix A. • Adequate staffing and project management is included in this response. If City of San Rafael unexpectedly accelerates the stated time line in their request, a Change Order may be generated to cover additional staffing or overtime to meet the new deadlines. • Any work beyond that stated in this Statement of Work must be mutually agreed to by City of San Rafael and Vology. • Any on-site skill transfer supplements, but does not replace, the manufacturer's formal system implementation and administration classes. • Unless otherwise stated, no end user training is included in this SOW. End user training is available for an additional cost. • All personnel will comply with all OSHA safety requirements while on City of San Rafael project site. • All on site work must be scheduled 15 business days prior to the expected date of arrival. • Schedule changes made by customer will be accommodated in a best effort basis. Typical engineer lead-times may be influenced. • The project work to be performed will be completed during normally scheduled working hours (8:00 a.m. to 5:00 p.m. local time Monday through Friday), excluding Vology' observed holidays. Any work performed outside of these normal business hours not already in scope will be a change order. Backup and Disaster Recovery Analysis Vology Order# 510406 04-21-2015 VULOCY • All tasks included in this Statement of Work shall be performed over a consecutive time frame unless otherwise specified in the Statement of Work or agreed to by both parties in writing. • Services in this Statement of Work are contiguous days unless otherwise stated. • Post Installation support will be performed by the hardware or software vendor upon which installation services were rendered. Backup and Disaster Recovery Analysis 9 Vology Order# 510406 04-21-2015 VULOCY 5.0 FIRM FIXED PRICING The following is a listing of prices for the tasks outlined in this Statement of Work. Any service requested outside of the scope of this Statement of Work will require a change order. Backup and Disaster Recovery Analysis $15,000 PAYMENT TERMS: Payment shall be rendered according to the following schedule: 1) This Statement of Work is Firm Fixed Price (FFP). Please refer to associated Vology Order# 510406 for pricing detail. 2) If product is associated with this project, City of San Rafael will be invoiced for delivered product prior to the completion of the services in the Statement of Work. Backup and Disaster Recovery Analysis 10 Vology Order# 510406 04-21-2015 VULOCY 6.0 STATEMENT OF WORK ACCEPTANCE Date: 6/12/2015 Service Provider: Vology Client Name: City of San Rafael Project Name: Backup and Disaster Recovery Analysis Order Number: 510406 Terms and Conditions • Travel and Living expenses for Vology personnel are included in the Vology Statement of Work for City of San Rafael. • Services in this Statement of Work are contiguous days unless otherwise stated. • Prices are valid for 30 days from the date of this Statement of Work. • Vology shall bill City of San Rafael at the end of each milestone for services completed or at the completion of all work stated in the Statement of Work. • Vology shall perform this Statement of Work for City of San Rafael under the Vology' Terms and Conditions. • The Vology Service Provider Agreement shall apply to this Statement of Work. City of San Rafael must sign a Vology Service Provider Agreement before or at the time City of San Rafael places an order. City of San Rafael does not have to sign another Vology Service Provider Agreement if they have previously signed one and the Agreement is still in force. • City of San Rafael by signing below agrees that the terms of this Statement of Work shall apply to orders City of San Rafael placed and referenced in this Statement of Work. City of San Rafael: Signature: Representative for City of San Rafael Name (Please print): , Date: Note: Vology has accepted the ternis and conditions of the City of San Rafael Professional Services Agreement. That document will take the place of the Vology Master Service Provider Agreement as well as the Statement of Work Acceptance. Once the City's PSA is signed by both Vology and the City, job scheduling and work will commence. Backup and Disaster Recovery Analysis 71 Vology Order# 510406 04-21-2015 VULOCY APPENDIX A: CHANGE ORDER PROCESS A Change Order Request and Approval form will be the vehicle for communicating change. In the event that changes to the Statement of Work (SOW) and/or hardware and software quotation are required, a Change Order Request and Approval form will be initiated by Vology and presented to City of San Rafael designated project leader and/or authorized representative for review, acceptance and approval. The Change Order Request and Approval form must describe the change, the rationale for the change and the effect the change will have on the project. (e.g. time estimate and estimated cost). Vology will invoice City of San Rafael for any charges related to the investigation of the change request if applicable. These charges will be detailed on the Change Order Request and Approval form. The investigation will determine the effect that the implementation of the Change Order will have on price, schedule and other terms and conditions of the Agreement. A written Change Order Request and Approval form must be signed by City of San Rafael to authorize implementation of the change(s). Any prerequisite preparation or environment requirements not completed, as set forth in this SOW, will result in a Change Order Request and Approval form. Backup and Disaster Recovery Analysis 12 Vology Order# 510406 04-21-2015 VULOCY APPENDIX B: VOLOGY SERVICE PROVIDER AGREEMENT Note: Vology has accepted the terms and conditions of the City of San Rafael Professional Services Agreement. That document will take the place of the Vology Master Service Provider Agreement as well as the statement of work acceptance. Once the City's PSA is signed by both Vology and the City, job scheduling and work will commence. Backup and Disaster Recovery Analysis 13 Vology Order# 510406 04-21-2015 VU"LOGy APPENDIX C: COMPLETED SOW ACCEPTANCE Backup and Disaster Recovery Analysis Order# 510406 IM9V City of San Rafael City of San Rafael: Approval of work completed: • Signature an authorized representative for: City of San Rafael ; • Name (please print) Date: To be signed following the completion of the engagement Backup and Disaster Recovery Analysis 14 Vology Order# 510406 04-21-2015 a - q O � U) m r m Q o ca- 1p L i r O O � ca + E m 0 0 U n O O tT O � a> M xi N N O m O O M M N '> L uJ o Lo E v •- U m 0 CD ccp y O L aW m a LO >p,�I- E m Oncn Pi O N-0 i V O O N N to O M U7 Z N m rl Q GOO LO > U N L l09 T � w � p � Q - CUrtn� 0 0 0 0 0 0 0 o vl• 0 0 ori ori r � r � O O O - O LO cn O = O '`1 � 0 W L 7 N (n W rU7Lli L E -0v; VJ U) n Wtr ot7� c 'a U � N :::• 111 V L 1� COW G, LL H L11D zm O¢z • o 00 - CL m CL s ca m 0 a 0 C 0 Ln Ell). E Ul m� m o n m 'S •� m N m a v� m d � a m � m c� N in ,g �.S a 3m m >n O y L LLM Dm�c N via W t m T � � t O O N � C 3E� m U D 10 C y j y U O . O n m C .E5 T y w o. N V � UL Nv U d au L a o � C— y O A m O O U LLO N C C U oa O �a N TN O �A V m 3 J a0 S m m E L N ul O DU mG O G O m n En om 3 U'Q o Tm d d E U ad Q L A ui f0 � O 7 8) > O m ` U C 7 N d aE O U E 3 0 U L 0 0 O Y > N U rn v 0 0 0 U U 0 0 0 0 0 0 N 0 0 U O DESCRIBED PERSON OR ORGANIZATION ENDORSEMENT — ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. How Coverage Is Changed The following is added to the Who Is Protected Under This Agreement section. This change adds certain protected persons and limits their protection. Described person or organization. The person or organization shown in the Coverage Summary as a described person or organization is a protected person. But only for covered injury or damage that results from; • premises you own, rent or lease; or i your work. We explain what we mean by your work in the Products and completed work total limit section. Other Terms All other terms of your policy remain the same. ✓43356 Ed. 7-85 Endorsement ® 1985 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 1 M m m 0 S 0 U U 0 0 0 0 0 cl 0 f m N V 0 CD N 0 0 U 0 NON-CONTRIBUTORY OTHER INSURANCE ENDORSEMENT - FOR DESCRIBED ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. How Coverage Is Changed The following is added to the Other Insurance section. This change broadens coverage for certain additional protected persons. If you've specifically agreed in a written contract that this agreement must be primary to and non-contributory with other insurance issued directly to a described additional protected person, we won't share with that other insurance any damages incurred by that described additional protected pi%Tn for: Name or description: • bodily injury or property damage covered /Prsonal is agreement that happens after that en contract was made; or injury or advertising injury ed by this agreement that's caused offense committed after that written act was made. Described additional protected person means any person or organization, other than you, who: • qualifies as a protected person under this agreement; and • is named or described below. County of Orange & members of the board of supervisors, its elected & appointed officials, officers, agents & employees Child Support Services 1055 N. Hail St Ste 927 Santa Ana, CA 92701 Other Terms All other terms of your policy remain the same. Name of Insured Policy Number ZLP-13T78542-15--i3 Effective Date 01/22/15 VOLOGY, INC. Processing Date 02/11/15 14:36 001 G0435 Ed. 4-00 Endorsement © 2000 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Eric Davis From: Eric Davis Sent: Monday, June 29, 2015 11:35 AM To: 'Jeff@Vology.com' Cc: Gus Bush Subject: Declaration Page Attachments: Vology Dec page.pdf Jeff: Thanks for sending the Declaration page and pointing out the reference to document 47150 on page 1 of the Declaration. Would you please arrange to send us the following additional two documents referenced on page 1 of the Declaration: 43356 07-85 Described Person or Organization —Additional Protected Person G0435 04-00 Non -Contributory Other Insurance Endorsement Thanks &Z C'J.'Daaia Deputy City Attorney II City of San Rafael P.O. Box 151560 San Rafael, CA 94915-1560 415-485-3080 (office) 415-485-3109 (fax) eric. davisCcD,citvofsanrafael. orR From: Jeff Smith fmailto:Jeff(6Vologv.coml Sent: Monday, June 29, 2015 10:48 AM To: Eric Davis; Gus Bush Subject: Declaration Page Eric, Here is a declaration page that lists the 47150 form. It is on page 2 of the attached. Let me know if this is what you need. JEff Jeff Smith I General Manager t: 805-708-4290 f: 813-490-7090 e: ieff(d)vologv com w: www.vologv com From: Jeff Smith Sent: Monday, June 29, 2015 9:38 AM To: Eric Davis; 'Gus Bush' Subject: Delegation of Authority Document - Vology See attached Jeff Smith I General Manager t: 805-708-4290 f: 813-490-7090 e: ieff(cDvologv.com w: www.voloay.com in. VOLOG-1 OP ID: L3 ACO�Q DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/17/2015 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 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: Barrett Brown Brown & Brown of Florida, Inc. PHONE FAX I 813-226-1313 P. O. Box 173086 A/c No. E11:813-226-1300 (A/C. No): Tampa, FL 33672 E �Rle ss: bbrown@bbtampa.com Barrett Brown INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Prop Cas of Amer 25674 INSURED Vology, Inc. INSURER B: Phoenix Insurance Company 25623 4027 Tampa Rd Ste 3900 INSURER c: St. Paul Fire & Marine Ins.Co. 24767 Oldsmar, FL 34677 I INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSn SUBRI wvn POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYYI (MMIDDIYYYYI LIMITS _ C X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE—kl OCCUR ZLP13T78542 01/22/2015 01/22/20161 DAMAGE (oHEN tE:u - PREMISES (Ea occurrence) S 1,000,000 _ 1 MED EXP (Any one person) S 10,000 PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 POLICY F JECT F] LOC PRODUCTS -COMP/OPAGG $ 2,000,000 OTHER: S AUTOMOBILE LIABILITY A COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 A T ANY AUTO BA2381X52A 01/22/2015 01/22/2016 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) S AUTOS X X AUTOS NON -OWNED 1 PROPERTY DAMAGE S HIRED AUTOS AUTOS 1 (Per accident) S UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 20,000,000 C X EXCESS LIAB H CLAIMS -MADE ZLP13T78542 01/22/2015 01/22/2016 1 AGGREGATE _ $ 20,000,000 DED X RETENTIONS 10,000 $ WORKERS COMPENSATION X I I PER ER H AND EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ NIA, UB1B54041114(FL) STATUTE 12/24/2014 12/24/20151 E.L. EACH ACCIDENT S 1,000,000 OFFICER/MEMBER In N EXCLUDED? A (Mandatary in NH) UB1B54133 OTHER STATES 12/24/2014 12/24/2015 E.L. DISEASE - EA EMPLOYEE S ( ) 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1,000,000 C Property Section 1ZLP13T78542 01/22/2015 01/22/2016 See Note A Prof Liab ZLP14P24191 01/22/2015 01/22/2016 Attached DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) CERTIFICATE HOLDER City of San Rafael PO Box 151560 San Rafael, CA 94915 ACORD 25 (2014/01) SANRAFA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE -- ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD INSURED'SNAME Vology, Inc. VOLOG-1 OP ID: L3 001 001-4027 Tampa Rd Ste 3900 & 3800 Oldsmar,FL 34677 BPP $10,000,000 BI/EE $20,000,000 002 001-4035 Tampa Rd Ste 6000& 6800 Oldsmar,FL 34677 BPP $1,000,000 BI/EE Included 003 001-1720 Capital Ave Ste 203 Sacramento, CA 95811 BPP $15,000 BI/EE Included 004 001-9417 Corporate Lake Dr Tampa, FL 33634 :BPP $250,000 BI/EE Included 005 001-5601 NW 72nd Ste 255 Oklahoma City OR 73132 BPP $15,000 BI/EE Included 006 001-225 Greenfield Pkwy Liverpool NY 13088 BPP $15,000 BI/EE Incl 007-2775 Northwoods Pkwy Norcross GA 30071- $50,000 BPP BI/EE Included .008-8001 Irvine Center Dr #1070 Irvine CA 92618 -$75,000 BPP/BI/EE 'Included 009-1400 S Grand Ave Santa Ana CA 92705 $2,000,000 EDP 010-7499 E Paradise Lane Scottsdale AZ 85260 $450,000 BPP/BI/EE Included Special Form A11 Risk 100% Coinsurance/Replacement cost Ded $1,000 AOP/5% wind or $100,000 for Florida locations/BI ded 3 days AOP Wind 96 Hours Professional Liability - $20,000,000 Each Wrongful Act/$20,000,000 Aggregate/$50,000 deductible Third Party Liability each wrongful act Named Insured: Vology Inc dba Vology Data Systems; The Gaelic Trading Co dba Network Liquidators VDS SUB LLC Bayshore Technologies LLC Vology Government Group LLC .-._. ._PAGE 2 Date 06117/2015 rn o� `J POLICY INFORMATION 0 t N N THIS IS NOT A BILL. COPY YOUR POLICY IS DIRECTLY BILLED. IF THIS IS A POLICY CHANGE, THE ADDITIONAL OR RETURN PREMIUM WILL BE SHOWN ON FUTURE INSTALLMENT BILLINGS. a�q TRAVELERS J Checked by Date- J � Company: ST. PAUL FIRE & MARINE INSURANCE COMPANY ✓ .0 pc Kc -1 ffi I S U dba: VOLOGY DATA SYSTEMS R 4027 TAMPA ROAD E SUITE 3900 D OLDSMAR FL 34677 GBROWN & BROWN—TAMPA E P.O. BOX 173086 N TAMPA FL 33672 T Policy Number Description _^ Policy Inception/Effective Date: 01!22115 Policy Number. ZLP-13T78542--15—I3 Agency Number: 0965495 Transaction Type: RENEWAL OF POLICY Transaction Number. 001 Processing Date: 02/11/15 14:36 Account Number: 10108538DA 13T78542 '"'S .,�ti 20Q0 !POLICY 13T78542 UMBRELLA EXCESS LIABILITY 13T78542 NEW YORK INSURANCE FEE 13T78542 EMRGY MGMT PREP & ASST TRUST FUND (EMPA) 13T78542 FL HIGH RISK EMERGENCY SURCHARGE Surtax / Amount Surcharge $160,479.00 $33,689.00 $2.00 $4.00 $923.00 THE PREMIUM SHOWN DOES NOT INCLUDE A PREMIUM PAYMENT PLAN SERVICE CHARGE. IF YOU SELECTED A PREMIUM PAYMENT PLAN YOUR PAYMENT SCHEDULE/BILL WILL SHOW THIS CHARGE. THIS POLICY IS ON A TEN PAY PAYMENT PLAN. A PAYMENT SCHEDULE/BILL WILL FOLLOW SHORTLY. PREMIUM COMM. SURTAX/ RATE SURCHARGE ------------------------------------------------------------------------------------ $194,168.00 15.0% .0% $2.00 .0% $4.00 .0% $923.00 AGENT COPY 40793 Ed. 12-'90 m 1990 The Travelers Indemnity Company. All rights reserved. Page 1 o POLICY FORM L15T jam( ! Yo TRI�I�IEr�ERS�� U6 Here's a list of all forms included in your policy, on the date shown below. These forms are listed in the same order as they PI VI I-1-14 i_�- 7577 2 ( --_� appear in your policy. I - 2,2- - 15- -4-o I- _z —tio Title Form Number Edition Date Disclosure Notice Terrorism Risk Insurance Act Of 2002 D0100, 01-08 o Introduction - St. Paul Fire And Marine Insurance Company 40800" 05-87 o Policy Form List 40705' 05-84 General Rules 40701' 08-03 Waiver Of Rights Of Recovery Endorsement - Commercial 43390" 10-93 4 General Liability Notice Of Cancellation To Described Person Or Organization D0147' 03-08 Endorsement Arizona Required Endorsement 40760 07-14 California Required Endorsement C11eCk-odb/: 40769 12-12 T Florida Required Endorsement ,,CC 40738 02-08 Georgia Required Endorsement G2ta:J_J 40518' 07-14 New York Required Endorsement 40544r 03-11 Oklahoma Required Endorsement 40740' 03-14 What To Do If You Have A Loss 40814' 08-03 n Cap On Losses From Certified Acts Of Terrorism Endorsement D0144' 01-08 o Technology Premier Property Protection Coverage Summary F0068' 05-02 0 Technology Premier Property Protection Scheduled F0098' 01-98 o Locations Coverage Summary ' Technology Premier Property Protection Blanket Earnings And F0096" 07-01 Expense Coverage Summary Technology Premier Property Protection Additional Benefits F0188' 07-01 Coverage Summary Technology premier Property Protection FO180( 07-01 e TechnoLogy Premier Property Protection Blanket Earnings And F017Y 07-01 Expense Endorsement .� Technology Premier Property Protection Boiler Coverage F0095" 03-98 r Endorsement Premier Property Protection Blanket Earnings And Expense F027)' 04-02 re Unscheduled Locations Endorsement Technology Premier Property Protection Flood Exclusion F0279' 04-02 Endorsement Lender's Loss Payable Endorsement 42325" 04-06 Windstorm Or Hail Percentage Deductible Endorsement 4276Y 03-94 ® Virus Or Bacteria Exclusion Endorsement F0459r 03-07 Property Protection Deductible And Unintentional Errors And F0423"' 07-05 Omissions Change Endorsement i Protection For Miscellaneous Property 42038' 02-83 Technology Commercial General Liability Protection Coverage 47151/ 01-96 Summary Technology Commercial General Liability Protection 47154 07-D1 Described Person or Organization -Additional Protected 43356' 07-85 Persons Non -Contributory Other Insurance Endorsement - For G0435 04-00 Described Additional Protected Persons Asbestos Exclusion Endorsement G0468 03-02 Name of Insured Policy Number ZLP-13'x78542-15-I3 Effective Date 01/22/15 VOLOGY, INC. Processing Date 02/11/15 14:36 001 140705 Ed. 5-84 - Form List o 1984 The Travelers indemnity Company. All rights reserved. Page 1 Change OE Limits End't. - Each Premises General Total Limit G0763- 11-06 Applies And Is Subject To All Premises General Total Limit Unsolicited Communication Exclusion Endorsement d069 a 08-04 Mobile Equipment Subject To Compulsory Or Financial G071V 12-04 Responsibility Insurance Laws Or Scheduled Under Your Auto... Technology Personal Injury And Advertising Injury Limitation G045V 07-01 Endorsement Intercompany Products Lawsuits Exclusion Endorsement 471701" 04-91 Employee Benefit Plans Administration Liability Protection 435322 O1-96 -Claims-Made Coverage Summary Employee Benefit Plans Administration Liability protection 43475' 01-96 -Claims-Made Employment -Related Practices Exclusion Endorsement - L0436/ 09-01 Employee Benefit Plans Administration Liability Technology Umbrella Excess Liability Protection Coverage 4727Y 07-01 Summary Umbrella Excess Liability Protection Schedule Of Basic 47123,, 04-91 Insurance Umbrella Excess Liability Protection Schedule Of Basic 47124 04-91 Insurance - Continued Technology Umbrella Excess Liability Protection 4726V 07-01 Technology Personal Injury And Advertising Injury Limitation E0192/ 07-01 Endorsement -- Umbrella Excess'Liability -Asbestos Exclusion Endorsement - Umbrella Excess Liability E0199' 03-02 Unsolicited Communication Exclusion Endorsement.- Umbrella E024(V 08-04 Excess Liability Coverage Above Reduced And Exhausted Employers Liability E015r 01-01 Basic Insurance Total Limits,F6r Nbn-C'oneurrent'•D-ates-Endt'r Foreign Liability Limitation Endorsement Umbrella Excess 4722Sr 04-91 Liability Mobile Equipment Subject To Compulsory Or Financial E0273( 12-04 Responsibility insurance Laws Or Scheduled Under Your Auto...-UEL Control Of Property Exclusion Endorsement - Umbrella Excess 472le 03-96 Liability Intercompany Products Lawsuits Exclusion Endorsement 472W 04-91 Umbrella Excess Liability Excess Errors And Omissions Liability 47339' 02-92 Protection--Claims-MadeCoverage Summary Excess Errors And Omissions Liability Protection -Claims -Made 4733$ 02-92 40705 Ed. 5-84 Page 2 a 1984 The Travelers Indemnity Company. All rights reserved. a TRAVELERS!' WORKERS COMPENSATION AND ONE TONER SQUARE HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 00 01 (A) POLICY NUMBER: (HJUB-1854133-9-14 ) LISTING OF ENDORSEMENTS EXTENSION OF INFO PAGE We agree that the following listed endorsements form a part of this policy on Its effective date. WC 00 00 01 A - 001 INFORMATION PAGE WC 00 00 01 A - 001 INFORMATION PAGE 2 WC 00 00 01 A - 001 EXTENSION OF INFORMATION PAGE - SCHEDULE WC 00 00 01 A - 001 ENDORSEMENT LISTING WC 04 03 17 00 - 001 ENDT AGRMNT LIMITING & RESTRICTING INS WC 99 06 P5 00 - 001 WC AND EMPL LIAB INFO PAGE -OK AMEND ENDT WC 00 01 14 00 - 001 PENDING LAW CHANGE TO TERRORISM RISK INS WC 00 03 13 00 - 001 WAIVER OF OUR RIGHT TO RECOVER WC 00 04 06 00 - 001 PREMIUM DISCOUNT ENDORSEMENT WC 00 04 14 00 - 001 NOTIFICATION OF CHANGE IN OWNERSHIP ENDT WC 00 04 22 A - 001 TERRORISM -REAUTHORIZATION ACT DISCLOSURE WC 42 01 01 00 - 001 TX PENDING LAW CHANGE TO TERRORISM RISK WC 99 03 C3 00 - 001 SPECIAL PROVISIONS ENDT WC 99 03 F3 00 - 001 CA LIMITS OF LIABILITY ENDT WC 99 03 76 A - 001 WAIVER OF OUR RIGHTS TO RECOVER -CA WC 99 03 99 00 - 001 CA WORKERS' COMP NOTICE OF NON -RENEWAL WC 00 04 21 C - 001 CATASTROPHE (O/T CERT. ACTS OF TERR)ENDT WC 99 04 09 00 - 001 PREMIUM DISCOUNT - SHORT FORM WC 00 03 08 00 - 001 PARTNERS, OFFICERS AND OTHERS EXCL ENDT WC 00 04 19 00 - 001 PREMIUM DUE DATE ENDORSEMENT WC 04 03 01 B - 001 POLICY AMENDATORY ENDORSEMENT -CALIFORNIA WC 04 03 60 A - 001 CA -EMPLOYERS LIAB COV AMENDATORY ENDT WC 04 04 22 00 - 001 CALIFORNIA SHORT -RATE CANCELATION ENDT WC 04 06 01 A - 001 CA CANCELATION ENDT WC 31 03 08 00 - 001 NEW YORK LIMIT OF LIABILITY ENDORSEMENT WC 31 03 19 G - 001 NY CONST CLASS PREM ADJUST PROG WC 35 03 03 00 - 001 OK EMP LIAB INTENTIONAL TORT EXCL ENDT WC 35 06 01 F - 001 OK CAN, NONRENEWAL AND CHANGE ENDT WC 35 06 03 00 - 001 OK FRAUD WARNING ENDT WC 42 03 01 G - 001 TEXAS AMENDATORY ENDORSEMENT WC 42 03 04 B - 001 TX WAIVER OF OUR RIGHTS TO RECOVER WC 42 04 07 00 - 001 TX AUDIT PREMIUM & RETRO PREM ENDT WC 99 06 05 00 - 001 OK STATUTORY PROVISIONS ENDORSEMENT DATE OF ISSUE: 12-24-14 ST ASSIGN: Page i of LAST DI 1094 .6 r-) TECHNOLOGY COMMERCIAL GENERAL LIABILITY PROTECTION This insuring agreement provides general liability protection for your business. There are, of course, limitations and exclusions throughout this agreement that apply to that protection. As a result, this agreement should be read carefully to determine the extent of the coverage provided to you and other protected persons. Table of Contents Page Exclusions - What This Agreement Won't Cover 12 What This Agreement Covers 1 Aircraft. 12 Bodily injury and property damage Auto. 13 liability. 1 Breach of contract. 13 Personal injury liability. 3 Contract liability. 13 Advertising injury liability. 3 Control of property. 16 Medical expenses. 4 Damage to your products or completed Right and duty to defend a protected work. 16 person. 4 Deliberately breaking the law. 17 Additional payments. 5 Employers liability. 17 Right to appeal a judgment against a Employment-related practices. 17 protected person. 5 Expected or Intended bodily injury or property damage. 18 When This Agreement Covers 5 False material. 18 Bodily injury and property damage Impaired property. Intellectual property. 18 18 liability. Personal injury liability. 6 6 Liquor liability. 19 Advertising Injury liability. 6 Material previously made known or Medical expenses. 6 used. Medical expenses of certain persons. 19 19 Agreement Covers Where This A g 6 Mobile equipment. Nuclear energy liability. 19 20 Pollution injury or damage. 21 Who Is Protected Under This Agreement 6 Pollution work loss, cost, or expense. 23 Individual. 6 Poor quality or performance. 24 Partnership or joint venture. 6 Product recall. 24 Limited liability company. 7 Unnamed partnership, joint venture, or Corporation or other organization. 7 limited liability company. 24 Employees and volunteer workers. 7 Watercraft. 24 Real estate managers. 8 Workers compensation and other Landlords. 8 benefits laws. 25 Equipment lessors. 8 Wrong price description. 25 Persons or organizations for your work as required by written contract. 8 Other Insurance 25 Vendors of your products. 9 Primary or excess other insurance. 2.5 Operators of registered mobile When this agreement is excess equipment. 9 Insurance. 26 Unnamed subsidiaries. 9 Methods of sharing. 26 Newly acquired or formed organizations. 10 Separation of protected persons. 10 LI its Of Coverage 10 What This Agreement Covers General total limit. 10 Products and completed work total limit. 11 Bodily Injury and property damage liability. Personal injury each person limit. 12 We'll pay amounts any protected person Is Advertising injury each person limit. 12 legally_ required to_,pll�y._ —Rama gib f r1� Each event Ilmlt. 12 covered bodily injury or property damage How the limits of coverage apply if a that:' total limit is left blank. 12 47150 Rev. 7-01 Insuring Agreement ® 2001 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 26 Employee includes a leased worker, other than a leased temporary worker. Leased worker means any person who: o is hired from an employee leasing firm under a contract or agreement between the hirer and that firm; and • Is performing duties related to the conduct of the hirer's business. Volunteer worker means any person who: • isn't an employee or a leased temporary worker; • donates his or her work; and • isn't paid a fee, salary, or other compensation for that work. Employee leasing firm means any person or organization that hires out workers to others. It includes any: • employment agency, contractor, or service; • labor leasing firm; or • temporary help service. Leased temporary worker means a leased worker who is hired to: • temporarily take the place of a permanent employee on leave; or • meet seasonal or short-term workload conditions. Controlled by means: • owned, rented, leased, occupied, borrowed, or used by; • in the care, custody, or control of; or • being physically controlled for any purpose by. Health care professional services includes: • any dental, medical, mental, nursing, surgical, x-ray, or other health care professional service, including any advice, instruction, food, or beverage provided with such service; • the dispensing of drugs or medical or dental supplies and appliances; and • the handling or treatment of corpses, I ncluding autopsies, organ donations, and other postmortem procedures. lease, or borrow from others, or own. They may be persons or organizations. But we won't apply this Real estate managers section to your employees. Instead, we'll apply the Employees and volunteer workers section to them. Landlords. Any landlord, lessor, manager, or owner of a premises rented or leased to you is a protected person only for the ownership, maintenance, or use of that premises while you rent or lease It. However, no landlord, lessor, manager, or owner is a protected person for injury or damage that results from any of the following work while being done by or for such landlord, lessor, manager, or owner: • Structural changes. • New construction work. • Demolition work. But we won't apply this Landlords section to your real estate managers. Instead, we'll apply the Real estate managers section, or the Employees and volunteer workers section, whichever section is applicable, to them. Equipment lessors. Any lessor or owner of equipment rented or leased to you is a protected person only for your operation, maintenance, or use of that equipment while you rent or lease It. However, no equipment lessor or owner is a protected person for injury or damage that results from its sole negligence. r— Persons or organizations for your work as required by written contract. Any person or organization that: • is not otherwise a protected person under this agreement; and • you specifically agree in a written contract to add as an additional protected person under this agreement; is a protected oerson, but only for covered bodily Injury or property damage that results from your work. However, no such person or organization is a protected person for bodily injury or We explain the term premises damage in the property damage that results from their sole Each event limit section. negligence. Real estate managers. Your real estate managers are protected persons only for their management of premises that you rent, 47150 Rev. 7-01 Page 8 of 26 o 2001 The St. Paul Travelers Companies, Inc. All Rights Reserved tib c� v �=1 Also, such person or organization Is a protected person only for the lesser of: • the limits of coverage required by the written contract; or • the limits of coverage available under this agreement. Additional protected person may also be called an additional insured in that written contract. We explain the term your work in the Products and completed work total limit section. ,-Ie^ndors of your products. Any vendor of your products is a protected person for covered bodily injury or property damage that results from your products, but only if: • you specifically agree in a written contract to add the vendor as an additional protected person under this agreement; • this agreement provides coverage for those products; and • those products are sold or distributed in the normal course of the vendor's business. r However, no vendor from whom you've ;acquired your products is a protected Nor is any vendor a protected person for odily injury or property damage that results ro m: �• any express warranty which Is made by the vendor and you haven't authorized; . any change made in the condition of any of your products by the vendor; ,I• the repackaging of your products other i than when the products are unpacked for demonstration, inspection, testing, or j replacement of parts ordered by you or the manufacturer, and later repackaged In J their original containers; 4 • any failure of the vendor to perform normal or agreed upon servicing of your j products which the vendor has sold or 9 distributed; . the demonstration, installation, or servicing of your products, which is done away from the vendor's premises; or • your products which have been labeled or relabeled, or used as an ingredient, part, or container in, on, or for anything else, by or for the vendor. Servicing includes any adjustment, assembly, disposal, inspection, repair or test. We explain the term your products in the Products and completed work total limit section. Operators of registered mobile equipment. All operators of registered mobile equipment are protected persons for covered bodily injury or property damage that results from their driving of such equipment on a public street or road with your permission. Any person or organization legally responsible for the driving conduct of those operators is also a protected person for such bodily injury or property damage. But only if there's no valid and collectible other insurance available to cover its liability for the operators. However, no operator or any other person or organization is a protected person for: • bodily injury to a fellow employee of the person driving the equipment; or • property damage to property controlled by you or the employer of an operator who is a protected person. Registered mobile equipment means mobile equipment that's registered in your name under a motor vehicle registration law. We explain the terms: • controlled by in the Employees and volunteer workers section; • mobile equipment in the Mobile equipment exclusion; and • other insurance in the Other Insurance section. Unnamed subsidiaries. Any of your subsidiaries, other than a partnership, joint venture, or limited liability company, that isn't shown in the Introduction as a named Insured Is a protected person if you own more than 50% of it on the beginning date of this agreement. However, no unnamed subsidiary is a protected person for: • bodily injury or property damage that happened before you own more than 50% of it; • personal injury or advertising injury that results from an offense that's committed before you own more than 50% of it; or • injury or damage that's covered by other similar general liability insurance. 47150 Rev. 7-01 Insuring Agreement o 2001 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 9 of 26 .6 J Own more than 50% of means own more than 50% of the outstanding voting securities representing the present right to vote for the election of directors of the organization. Newly acquired or formed organizations. Any organization that you acquire or form while this agreement is in effect that isn't a partnership, joint venture, or limited liability company is a protected person If you own more than 50% of it. However, no newly acquired or formed organization is a protected person for: • more than the remainder of the time this agreement is in effect, beginning with the date that you acquired or formed it; • bodily injury or property damage that happened before you acquired or formed It; • personal injury or advertising injury that results from an offense committed before you acquired or formed it; or • Injury or damage that's covered by other similar general liability insurance. Separation of protected persons. We'll apply this agreement separately to each protected person. However, all protected persons share the limits of coverage shown in the Coverage Summary. We explain how in the Limits Of Coverage section. Also, any right or duty specifically assigned to the first named insured remains unchanged. We explain those rights and duties in the General Rules, which is a part of your policy. Limits Of Coverage The limits of coverage shown in the Coverage Summary and the information contained in this section fix the most we'll pay as damages and medical expenses, regardless of the number of: • protected persons; • claims made or suits brought; or • persons or organizations making claims or bringing suits. General total limit. This is the most we'll pay for the combined total of: • all covered bodily injury and property damage that happens in a policy year; • all covered personal injury that's caused by all personal injury offenses committed in a policy year; • all covered advertising injury that's caused by all advertising injury offenses committed in a policy year; and • all covered medical expenses that result from all events that happen in a policy year. However, we won't apply this limit to bodily injury or property damage that results from your products or your completed work. Instead, we'll apply the products and completed work total limit to such bodily Injury or property damage covered by this agreement. Policy year means the policy period shown in the introduction, or the period of time that this agreement is in effect, whichever period is shorter. But when that period is longer than one year, policy year means each of the following perlods of time that this agreement is in effect, starting with the beginning date of this agreement: • Each consecutive one-year period. • Any period that remains after the last consecutive one-year period. However, if the original policy period shown in the Introduction is extended for a period of less than one year, we'll consider each such extended period to be part of the last policy year, regardless of the number of extensions provided. For example: Your original policy period is two years and nine months long. As a result, it has three policy years, each one separate from the other. The first is the first one-year period, The second is the next one-year period. And the third is the remaining nine-month period. During the third policy year you request, and we provide, two separate extensions of the policy period: a three-month extension, and then a four-month extension. As a result, the third policy year becomes sixteen months long and is still subject to the same limits of coverage that applies when it was nine months long. We explain the products and completed work total limit, and the terms your products and your completed work, in the Products and completed work total limit section. 47150 Rev. 7-01 Page 10 of 26 a 2001 The St. Paul Travelers Companies, Inc. All Rights Reserved m cc w 0 v v GENERAL RULES This form contains various rules that apply to your policy. It and the rest of your policy should be read carefully to determine: o the extent of the coverage provided by your policy; and • the rights and duties of you and any other person or organization protected under your policy. Table of Contents Page Policy Period Special Rights And Duties Of The First Named Insured Policy Period Policy Changes Premiums Estimates. Additional or return premium. Your bill. Our Right To inspect And Audit Cancellation By the first named insured. By us. Return premium. Fraud And Misrepresentation If you commit fraud or misrepresentation. If other persons or organizations commit fraud or misrepresentation. Unintentional errors or omissions. Assignments And Transfers Lawsuits Against Us If your policy provides property or other first -party protection. If your policy provides liability protection. Recovering Damages From A Third Party Appraisal Of A Covered Loss Amount In Dispute Under Property Or Other First - Party Protection Bankruptcy Or Insolvency Of Any Person Or Organization Protected Under Liability Protection How Statutory Or Regulatory Law Affects Your Policy Special Rights And Duties Of The First Named Insured Insuring agreements or endorsements in your 1 policy begin on your policy's effective date 1 at 12:01 a.m. at the address shown for you 1 in the Introduction of your policy. But if 2 your policy replaces a policy that ends at 2 noon, rather than •12:01 a.m., coverage under 2 your policy begins on your policy's 2 effective date at noon at such address. 3 3 Insuring agreements or endorsements added 3 to your policy after your policy's effective 3 date begin on their respective effective 3 dates at 12:01 a.m. at the address shown for 4 you in the Introduction of your policy. 4 Coverage under your policy ends on your 4 policy's expiration date at 12:01 a.m. at the 4 address shown for you in the Introduction 4 of your policy. But if all or part of your 5 policy is canceled for any reason before that date, the canceled coverage will end on 5 the cancellation date at 12:01 a.m. at such address. 5 5 Policy Changes Your policy contains all of the agreements 5 between you and us concerning the coverage provided by your policy and can be changed only as described In this rule. 6 We can make changes in our standard 6 insurance policy forms from time to time. Such changes must conform to applicable law and may be filed with insurance regulatory authorities for approval. When more than one insured is named In the Introduction of your policy, the first named insured has special rights and duties. Those rights and duties are explained in the following General Rules: • Cancellation. • Policy Changes. • Premiums. If we make any such change, while your policy is in effect, that: • would broaden or extend the coverage your policy provides; and • can be legally added to your policy without increasing your premium; you'll automatically receive the benefit of the broadened or extended coverage beginning at: • 12:01 a.m.; or , 40701 Rev. 8-03 General Rules Includes copyrighted material of Insurance Services Office, Inc, with its permission. o 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 6 + noon, if coverage under your policy otherwise begins at that time; on the effective date of the change at the address shown for you in the Introduction of your policy. If we make any such . change before your policy begins and that change still applies to a standard insurance policy form which: • Is part of your policy when your policy begins; or * is made part of your policy after your policy's effective date; you'll automatically receive the benefit of that broadened or extended coverage beginning at the time and on the effective date that form is, or is made, part of your policy. We don't have to provide any written notice, or a written form that's made part of your policy, for you to receive such benefits. We can make other changes in your policy and, with our consent, the first named insured can make changes in your policy too. But such changes can be made only with a written form that: . is made part of your policy; and • is signed by us or one of our authorized representatives. Premiums We compute the premium for your policy in accordance with our rules and rates which apply to your policy. Estimates. All or part of your premium may be based on estimates. If estimates are used, your policy will contain an endorsement, summary, or other form that shows: • we used estimates; and • when and how we'll compute your actual premium. We'll compute your actual premium, when complete information is available, at the end of: + the policy period; + each one-year period that's part of the policy period, if the policy period is longer than one year, and • any interim audit period that's shorter than one year, if an interim audit period applies during the policy period. For each such period, we'll• compute your actual premium in accordance with our rules and rates which apply to your policy and for that period. If your actual premium is: • more than the estimated premium you've paid, you'll owe us the difference; or • less than the estimated premium you've paid, we'll return the difference; except as described in the Additional or return premium section. You most keep accurate records of the information we'll need to compute your actual premium. Your agent or broker can explain the type of records we'll need. The first named Insured must mail, deliver, or otherwise give to us a copy of those records when we request them. However, we don't have to request or use any records to compute your actual premium if we determine, in accordance with our rules and rates which apply to your. policy, that your premium based on estimates is your actual premium. Additional or return premium. We or your agent or broker will tell the first named insured about' any additional or return premium for your policy. However, we won't charge an additional premium, or refund a return premium, for any difference in premium of $15 or less that results from: • your actual premium being more or less than the estimated premium you've paid; or • any change made in your policy, including any cancellation of all or part of your policy by you or us. But we'll refund a return premium of $15 or less for your policy if the first named Insured requests that we do so. We'll apply this rule for waiving additional or return premiums separately each time your policy is changed. In any event, your policy premium won't be less than the minimum policy premium we're allowed to charge in accordance with our rules and rates which apply to your policy. Your Lill. The first named insured: . will be the one we'll bill for all premiums for your policy; 40701 Rev. 8-03 Includes copyrighted material of insurance Services Office, Inc. with its permission. Page 2 of 6 e 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved M 0 CV IT aD n N 0 0 U 0 • is responsible for paying all premiums for your policy when due: and • will be the one to whom we'll pay any return premium for your policy. The due date for each premium owed us for Your policy is the date shown as the due date on your bill for that premium. If the first named insured is also the first named insured under: • any other policy with us; or • any policy with any of our affiliated insurance companies; we may bill, under one statement, the premium for: • your policy; and • any or all of those other policies; regardless of their type, what they cover, 04 their policy periods. If we bill the premium for such policies under one statement: • we may adjust your bill under that statement to reflect the total of any additional or return premium for any or al of those policies; • we'll apply any partial payment of the minimum premium due under your bill proportionately to each of those policies unless the first named insured requests at the time of such payment that we apply i differently, and • for any of those policies with a return premium, the first named insured may request that we refund such premium with a separate payment. Our Right To Inspect And Audit You must allow us to inspect your property and operations during normal business hours while your policy is in effect. However, we aren't required to: • make any such inspection, or • guarantee that your property or operations are safe, or conform to any code, law, regulation, or standard; except as required by any applicable state or municipal code, law, regulation, or standard for the certification of boilers, pressure vessels, or elevators. This rule also applies to any person or organization that makes insurance Inspections, surveys, reports, or recommendations for us. You also must allow us to examine, audit, and make copies of your financial books and records that relate to the coverage provided by your policy at any time up to three years after your policy ends. Cancellation By the first named insured The first named Insured can cancel all or part of your policy at any time before your policy's expiration date with an advance notice of cancellation to us or one of our authorized representatives. To cancel, the first named insured: • must deliver to us or one of our authorized representatives; or • must mail to us, If such delivery isn't possible; your policy, or the part of your policy to be canceled, and must provide the date the cancellation will be effective. By us. We can cancel all or part of your policy at any time before your policy's expiration date. If we cancel, the first named insured: • Is responsible for receiving the cancellation notice from us for you; and • will be the one to whom we'll mail or deliver the cancellation notice. Also, we'll mail or deliver the cancellation notice to the first named insured at least: • 10 days, if we're canceling for nonpayment of premium; or • 30 days, if we're canceling for any other reason; before the date the cancellation will be effective. If the cancellation notice is mailed, proof of mailing to the first named insured's last mailing address known to us will be considered proof that the first named insured received such notice. Return premium. We'll compute, in accordance with our rules and rates which apply to your policy, the cancellation return premium, if any, on a pro rata basis. But for a cancellation by the first named 40701 Rev. 8-03 General Rules Includes copyrighted material of Insurance Services Office, Inc. with its permission. 0 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 3 of 6 insured, we may compute any such premium on less than a pro rata basis. As soon as possible, we'll refund any cancellation return premium, except as described in the Additional or return premium section of the Premiums section, to the first named insured. However, the cancellation will be effective regardless of whether or not we've made or offered such a refund. Fraud And Misrepresentation If you commit fraud or misrepresentation. if, before or after a loss, you: • hide any important information from us; • mislead, lie to, or defraud us; or • attempt any such actions; about any matter concerning the coverage provided by your policy, we can consider your policy to be void for you and all other persons and organizations protected under your policy. We'll consider such fraud or misrepresentation committed by any of the following to also be committed by. you: • Your spouse if you're an individual. • Any of your partners or co -venturers, or their spouses. If you're a partnership or joint venture. • Any of your members or managers if you're a limited liability company. • Any of your trustees if you're a trust. • Any of your shareholders if you're a professional association. • Any of your appointed or elected officials if you're a public entity or tribal government. • Any of your directors or executive officers ifyou're a corporation or an other organization. If outer persons or organizations commit fraud or misrepresentation. If, before or after a loss, any person or organization protected under your policy, other than you and the persons and organizations described in the last paragraph of the if you commit fraud or misrepresentation section: • hides any Important information from us; • misleads, ties to, or defrauds us; or • attempts any such actions; about any matter concerning the coverage provided by your policy, we can consider your policy to be void for only that person or organization. We'll consider such fraud or misrepresentation committed by any of the following to also be committed by any such organization protected under your policy: • Any of its partners or co -venturers if that organization is a partnership or joint venture. • Any of its members or managers if that organization Is a limited liability company. • Any of Its trustees if that organization Is a trust. • Any of Its shareholders If that organization is a professional association. • Any of its appointed or elected officials if that organization is a public entity or tribal government. • Any of'its directors or executive officers if that organization is a corporation or an other organization. Unintentional errors or emissions. We won't consider errors or omissions that are unintended by: •.-ya u;•. ,and-- . • all other persons and organizations protected under your policy that are described in the last paragraph of the If you commit fraud or misrepresentation section and commit such errors or omissions; to be fraud or misrepresentation as described in that section. Also, we won't consider errors or omissions that are unintended by: • all other persons and organizations protected under your policy; and • all persons and organizations described In the last paragraph of the If other persons or organizations commit fraud or misrepresentation section; that commit such errors or omissions to be fraud or misrepresentation as, described in that section. Assignments And Transfers Neither you nor any other person or organization protected under your policy can assign, transfer, or otherwise turn over, your interest In it without consent from us in a written form that's made part of your policy. 40701 Rev. 8-03 Includes copyrighted material of insurance Services Office, Inc. with its permission. Page 4 of 6 e 2003 The St. Paul Travelers Companies, inc. All Rights Reserved H 0 N n n h n 0 0 0 0 However, if you're an individual named insured and you die: • your legal representatives will have your rights and duties under your policy, but only while acting within the scope of their duties as your legal representatives; and • until such legal representatives are appointed, any person or organization that properly has temporary custody of your property will have your rights and duties concerning that property under your policy. Lawsuits Against Us No person or organization can sue us to recover under your policy unless all of your policy's terms have been fully complied with. If your policy provides property or other first— party protection. Any suit to recover on a loss under any property or other first -party protection provided by your policy must begin within two years after the date on which the direct physical loss or damage occurred to the property that's required to sustain such loss or damage for the loss to be covered under that protection. If your policy provides liability protection. No person or organization can sue us to recover on a loss under any liability protection provided by your policy until the amount of the liability of a person or organization protected for that loss under your policy has been finally decided either by a judgment or by a written agreement signed by: • us; • the person or organization protected under your policy; and • the person or organization making a claim or bringing a suit for the loss. Once liability has been so determined, that person or organization making the claim or bringing the suit may be able to recover under your policy, up to the limit of coverage that applies. But such person or organization can't sue us directly or join us In a suit against that person or organization protected under your policy until liability has been so determined. Recovering Damages From A Third Party You or other persons or organizations protected under your policy may also be able to recover from others all or part of any loss for which we make a payment. Any such right of recovery, and the proceeds of any settlement or judgment that may result from the exercise of that right, belongs to us. For that reason, you and all other persons and organizations that: • are protected under your policy; and • are, or may be, involved In a toss for which we make, or may make, a payment; must do all that's possible after the loss to: • preserve for us any such right of recovery or any such proceeds; and • cooperate with us in any attempt to exercise any such right of recovery. However, before any loss, you or any other person or organization protected under your policy may waive its right of recovery for the loss without our consent. If we exercise our right of recovery under your policy and we recover more than we've paid, the excess amount will belong to the person or organization protected under your policy that had the loss. But we'll first deduct our recovery expenses from any such amount recovered by us. Appraisal Of A Covered Loss Amount In Dispute Under Property Or Other First—Party Protection If your policy provides property or other first -party protection and you and we can't agree on the amount of a loss covered under that protection, the following procedure will be used to settle the dispute: 1. Either you or we will make a written demand for an appraisal of the covered loss amount in dispute. 2. Within 30 days of the demand, you and we will each select a competent and Impartial appraiser and notify the other of the selection. 3. The appraisers will satect a competent and impartial umpire. If they can't agree on an umpire, either of them may request that the selection be made by a judge of a court having jurisdiction. 4. The appraisers will each state separately their appraisal of the covered loss amount in dispute. If they can't agree on that amount, they'll submit their 40701 Rev. B-03 General Rules Includes copyrighted material of Insurance Services Office, Inc. with its permission. 0 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 5 of 6 appraisals to the urriplre. The umpire's agreement to one of those appraisals will be binding. 5. You'll pay the fees of your appraiser. We'll pay the fees of our appraiser. Other costs of the appraisal, including the fees of the umpire, will be shared equally by you and us. Bankruptcy Or Insolvency Of Any Person Or Organization Protected Under Liability Protection If your policy provides liability protection, the bankruptcy or insolvency of: « any person or organization protected under that liability protection; or . any estate of that person; won't relieve us of our obligations under such liability protection. However, if such liability protection contains an exclusion or other coverage limitation for loss that results from such bankruptcy or insolvency, this rule doesn't change or eliminate that exclusion or other coverage limitation. How Statutory Or Regulatory Law Affects Your Policy Any part of your policy that conflicts with any requirement of statutory or regulatory law which applies is automatically changed to conform to that law. 40701 Rev. 8-03 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 6 of 6 0 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved 0 ro .o 0 U 0 i F co 0 N a N m F N 0 0 U 0 s CALIFORNIA REQUIRED ENDORSEMENT This endorsement changes your policy to comply with, or otherwise respond to, California law. Therefore, each change made by this endorsement applies only to the extent: • required by California statutory or regulatory law; or • specifically described in the part of this endorsement which makes that change. Table of Contents Page Cancellation 1 Premiums 3 Fraud And Misrepresentation 4 Appraisal Of A Covered Property Loss Amount In Dispute Under Property Or Other First -Party Protection 4 Registered Domestic Partner 4 Property Protection - Actual Cash Value 4 Property Protection - Replacement Cost 4 Other Terms 5 Cancellation The Cancellation section of the General Rules is replaced by, the following. You can cancel this policy in whole or In part at any time. How you can cancel. To cancel this policy or any of its insuring agreements, you must deliver the policy, or the part you want canceled, to us or to any of our authorized agents. If this isn't possible, notify us by mail and include the date you want the policy or individual insuring agreement canceled. You'll get a refund for the unused premium, less a charge for early cancellation. How we can cancel pollcles in effect 60 days or less. if your policy has been in effect 60 days or less, and is not a renewal or continuous policy, we can cancel for any reason during this period. If we do, we'll mail or deliver a notice of cancellation to the first named insured. If we're canceling because of nonpayment of premium or because we discovered that any person insured by this policy has committed fraud either in obtaining this policy or in submitting a claim under this policy, we'll As a result, if the address shown for you in the Introduction of your policy is outside California, each change that's made to comply with California statutory or regulatory law applies only if, and to the extent, your policy provides coverage for: • a loss of or to, or that results from, property in California; or • a loss that results from your operations In, or which affect, California; and such statutory or regulatory law applies to such coverage. / send notice at least 10 days before coverage will end. If we're canceling for any other reason we'll send notice at least 30 days before coverage will and. The notice will state the reason for cancellation. How we can cancel policies in effect more than 60 days. If your policy has been in effect more than 60 days, or is a continuous or renewal policy, we can cancel only for the following reasons: 1. Nonpayment of premium. We can cancel If the first named insured fails to pay any premium or premium installment when due. This includes any Installment of premium that was from a previous policy we issued that was due during the current policy period. 2. Fraud or misrepresentation. We can cancel If we discover that any person insured by this policy has committed fraud or made a material misrepresentation, either In obtaining this policy or In submitting a claim under this policy. 3. Conviction of a crime. We can cancel if you are convicted of a crime that increases any hazard you're Insured against. 4. Negligent acts. We can cancel if we discover that you have committed a willful or extremely negligent act or omission that increases any hazard you're Insured against. 5. Failure to follow loss control requirements. We may cancel if you or your representative fail to follow reasonable loss control requirements that you agreed to follow in order for us to issue your policy or give you certain premium rates. 140769 Rev. 12-12 Endorsement Includes copyrighted material of Insurance Services Office, Inc. with its permission. 0 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 6 Determination by the insurance Commissioner. We can cancel this policy if the Commissioner Of insurance determines that continuing this policy would put us in violation of California insurance laws, or jeopardize our being solvent. We can also cancel if the Insurance Commissioner determines that any loss of or change In our reinsurance affecting this policy would threaten our financial position. 7. Change in the risk. We can cancel if, after we have issued or renewed your policy, a change occurs In the risk we're protecting that Increases the hazard we're insuring against. But this doesn't apply to a change that was expected or foreseen by us when we issued your policy. Nor does this apply if: • the insured is an educational, religious, or other non-profit organization, as described in Section 676.10(a) of the California Insurance code; and • the change In risk Involves one or more losses caused by a hate crime, as described in Section 676.10(c) of the California Insurance Code, committed against the person or property of the insured. if we cancel for nonpayment of premium -:or fraud or misrepresentation as described above, we'll mail a cancellation notice at least 10 days before coverage will end. if we cancel for any other reason, we'll mail or deliver the notice to the first named insured and the agent who sold this policy at least 30 days before coverage will end. The notice will state the exact reason for cancellation. Special cancellation rule for certain residential property►. If your policy covers: • real property that is primarily used for residential purposes and consisting of not more than four dwelling units; and 4 tenants' household personal property in a residential unit; that has been in effect for at least 60 days, then the following applies: . We may not cancel this policy solely because the first named Insured has: • accepted an offer of earthquake However, we'll cancel this policy If the first named insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. Nor will we cancel such coverage solely because corrosive soil conditions exist on the premises. This applies only If coverage is subject to Commercial Property Coverage Part - Causes -Of Loss - Special Form, which excludes loss or damage caused by or resulting from corrosive soil conditions. Unused premium. If this policy is cancelled, we'll send the first named Insured a refund of any unused premium. If we cancel, the refund will be figured on a pro rata basis. If the first named Insured cancels, the refund may be less than pro rata if we made a loan to you for the purpose of payment of premiums for this policy. The cancellation will be effective even If we have not made or offered a refund. Nonrenewal. If we decide not to renew or continue this policy, we'll mail a notice to the first named insured at least 60 days but not more than 120 days before the end of the policy period. The notice will show the "'reason- fb'r• nonrenewal:-• But we won't refuse to renew or continue this policy because of losses caused by a hate crime, as described in Section 676.10(c) of the California Insurance Code, committed against the person or property of the Insured if the insured is an educational, religious, or other non-profit organization, as described in Section 676.10(a) of the California Insurance Code. If state law requires us to give additional notices or changes our notice requirements, we will provide such additional notices or changes as needed. If we offer to renew or continue your policy and you don't accept, the policy will expire at the end of the policy period. If we offer to renew your policy, and you fail to pay the required premium when due, we'll consider this to mean that you don't accept our offer. coverage; or If we fail to send proper notice of • cancelled or did not renew a policy nonrenewal and you obtain other insurance, Issued by the California Earthquake this policy will end on the date the other Authority (CEA) that included an insurance takes effect. earthquake policy premium surcharge. 40769 Rev. 12-12 Includes copyrighted material of Insurance Services Office, inc. with its permission. Page 2 of 5 o 2012 The Travelers Indemnity Company. All rights reserved. POLICY CHANGE ENDORSEMENT - FOR CERTAIN TYPES OF CHANGES ONLY This endorsement summarizes certain changes to your policy. All other terms of your policy not affected by these changes remain the same. How Your Policy Is Changed The following item(s): Insured's Name Policy Number Effective/Expiration Date Payment Plan Additional Interested Parties Lim its/Exposures Covered Property/Location Description Rates insured's Mailing Address Company Insured's Legal Status/ Bus. of Insured Premium Determination ® Coverage Forms and Endorsements Deductibles Classification/Class Codes Underlying Insurance is (are) changed to read: (See also back page and additional page(s) if applicable) GENERAL LIABILITY ----------------- Form G0435 has been added to your policy. Premium Change Which Is Due Now ® No change To be adjusted at audit Additional premium Returned premium If issued after the date your policy Policy issued to: begins, these spaces must be VOLOGY, INC. completed and our representative must sign below. Authorized representative Endorsement takes effect: 07/17/15 Policy number: ZLP-13T78542-15-I3 Processing date: 07/21/15 17:13 004 D0061 Ed. 11-98 Policy Change Endorsement © 1998 The Travelers Indemnity Company. All rights reserved. Page 1 NON-CONTRIBUTORY OTHER INSURANCE ENDORSEMENT - FOR DESCRIBED ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. How Coverage Is Changed The following is added to the Other Insurance section. This change broadens coverage for certain additional protected persons. If you've specifically agreed in a written contract that this agreement must be primary to and non-contributory with other insurance issued directly to a described additional protected person, we won't share with that other insurance any damages incurred by that described additional protected person for: Name or description: City of San Rafael PO Box 151560 San Rafael, CA 94915 Other Terms • bodily injury or property damage covered by this agreement that happens after that written contract was made; or • personal injury or advertising injury covered by this agreement that's caused by an offense committed after that written contract was made. Described additional protected person means any person or organization, other than you, who: • qualifies as a protected person under this agreement; and • is named or described below. All other terms of your policy remain the same. Name of Insured Policy Number ZLP-13T78542-15-I3 Effective Date 07/17/15 vOLOGY, INC. Processing Date 07/21/15 17:13 004 G0435 Ed. 4-00 Endorsement © 2000 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 o, It 10 of 0 w O v, a Q U O O- F- M Z E: Z 00 3 0 U M O F- 00 J w 1 O N F- oQ mZpnP` Q O: C7 3 Il_ NO 1 Q Q O— M Q 3 Q w w M F-OoF- :3m F- 0 Z F- Q X J W — Fq W J oa 0 LL - ix 3 OC m Q W Q I Z Q 2 F- O= Z 3 • d d H O O_ F- 0 0 Z: NJMO J F- CC - -CC m Q N � Q Q m d F- POLICY COVER SHEET Job Name: XP3321D File Number: 06170 Business Center / Original Business Unit: Policy Number: Name of Insured: Agency Number: Department or Expense Center: Underwriter: Data Entry Person: Date and Time: Print Date and Time: 07/21/15 21:02 TECHNOLOGY ZLP-13T78542-15-13 VOLOGY, INC. 0965495 001 CustAcct#3992409219 632951 Underwriting Team: MIDWINTER,MICHELE 07/21/15 17:13 004 Special Instructions Policy Commencement Date: 01/22/15 This policy is on a premium payment plan. Contract documents not added through DSF for Inland Marine coverage need to be manually typed and assembled. THIS POLICY CONTAINS FORMS SELECTED THROUGH DOCUMENT SELECT POL9R 11 85 POLICY CHANGE ENDORSEMENT - FOR CERTAIN TYPES OF CHANGES ONLY This endorsement summarizes certain changes to your policy. All other terms of your policy not affected by these changes remain the same. How Your Policy Is Changed The following item(s): ❑ insured's Name insured's Mailing Address Policy Number Company Effective/Expiration Date insured's Legal Status/ Bus. of Insured Payment Plan Premium Determination Additional Interested Parties ® Coverage Forms and Endorsements Limits/Exposures F-] Deductibles ❑ Covered Property/Location Description F-] Classification/Class Codes Rates ❑ Underlying Insurance is (are) changed to read: (See also back page and additional page(s) if applicable) GENERAL LIABILITY -•---------------- Form G0435 has been added to your policy. Premium Change Which Is Due Now ® No change ❑ To be adjusted at audit Additional premium Returned premium If issued after the date your policy Policy issued to: begins, these spaces must be VOLOGY, INC. completed and our representative must sign below. Authorized representative Endorsement takes effect: 07/17/15 Policy number: ZLP-13T78542-15-I3 Processing date: 07/21/15 17:13 004 D0061 Ed. 11-98 Policy Change Endorsement © 1998 The Travelers Indemnity Company. All rights reserved. Page 1 NON-CONTRIBUTORY OTHER INSURANCE ENOI DESCRIBED ADDITIONAL PROTECTED PERSONS This endorsement changes your Commercial General Liability Protection. How Coverage Is Changed The following is added to the Other Insurance section. This change broadens coverage for certain additional protected persons. If you've specifically agreed in a written contract that this agreement must be primary to and non-contributory with other insurance issued directly to a described additional protected person, we won't share with that other insurance any damages incurred by that described additional protected person for: Name or description: City of San Rafael PO Box 151560 San Rafael, CA 94915 Other Terms - FOR • bodily injury or property damage covered by this agreement that happens after that written contract was made; or • personal injury or advertising injury covered by this agreement that's caused by an offense committed after that written contract was made. Described additional protected person means any person or organization, other than you, who: • qualifies as a protected person under this agreement; and • is named or described below. All other terms of your policy remain the same. Name of Insured Policy Number ZLP-13T78542-15-I3 Effective Date 07/17/15 VOLOGY, INC. Processing Date 07/21/15 17:13 004 G0435 Ed. 4-00 Endorsement o 2000 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the fiont of your contract as you circulate it for review and signatures. Please use this form for all professional services aLFreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft v % agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed6� y/�S originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Cotmcil approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; U K cs d, -.,-rd bonds, and insurance certificates and /�- o K 4-1- A endorsements. i So.".,C. ctrz-- -� - 5 City Manager / Mayor / or Department Head Agreement executed by Council authorized official. i 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Gus Bush Project Name: Backup and Recovery Planning_ Agendized for City Council Meeting of (if necessary): If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.