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HomeMy WebLinkAbout2021-209 PO 20210273- GCSIT Solutions CIIf TT aFC hL't Purchase . Order WA11 Fiscal Year 2021 Page: 1 of: 1 • I .s It a l 1 �,lcl }�1��}a1sE ,s—i B City of Ashland LATTN:Accounts Payable • Purchase L 20 E.Main Order# 20210273 Ashland,OR 97520 T Phone: 541/552-2010 0 Email:payable@ashland.or.us V H C/O Information Technology Dep E GCSIT SOLUTIONS i 90 North Mountain Ave N PO BOX 35143 p Ashland,OR 97520 SEATTLE,WA 98124-5143 Phone:541/552-2400 R T Fax:541/552-2435 __FS__IEIslC �I LIeIgI_ �4f_lipi 1 ___ �� IEI :-?5 7_ ra J lJlel-+�f.l�F{xJ]� a _ _ 2.�4111�;J �.iL:�a,'�i: �.—Ae.., �T —• 907)474-8306 Dan n Hendrix • rT a 4 er___5i l-�—_ - I[ -;I1l[11 I 1 —tee rT 02/17/2021 890 FOB ASHLAND OR/NET30 City Accounts Pa able t['_�=_= c '>•--� a_„ - h�11it: °.� 1 (c- Ti'a[{ VMware Systems Evaluation' 1 VMware systems evaluation, best practices review, and future , 1.0 $9,000.00 $9,000.00 state recommendations. Personal Services Agreement(Less than$25,000.00) Completion date: March 12,2021 Project Account: **************k GL SUMMARY*************** 020500-704100 $9,000.00 • • • By: U: Dater Aut 'oriz-d Signature ___ — •.9 000.00 4 1 FORM#3 CITY OF j 'ASHLAND A ►t'E�f tt::,i: t,t' ;1 ;I.itt:El:t;;l: ()t't =1� Oat( D i REQUiSITION •• Date of request: 02/12/2021 • . Required date for delivery: 04/30/2021 • Vendor Name GCSIT Address,City,State,Zip Contact Name&Telephone Number Tony Para 866-424-2766,x 2253 Email address tpara@gcsit.com 1 SOURCING METHOD ❑ Exempt from Competitive Bidding 0 Emergency • ❑ Reason for exemption: 0 invitation to Bid 0 Form 1113,Written findings and Authorization O AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached •• ❑ Written quote or proposal attached ._,(Attach copy of council communication) _(if council approval required,attach copy of CC) . ❑ Small Procurement ❑ Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: 0 State of Oregon ❑ Direct Award (Attach copy of council communication) Contract# ❑ VerbaWJritteri bid(s)or proposal(s) ❑ Request for Qualifications(Public Works) ❑ State of Washington Date approved by Council: Contract# • _(Attach copy of council communication) 0 Other government agency contract Intermediate Procurement ❑ Sole Source Agency • GOODS&SERVICES ❑ Applicable Form(#5,6,7 or8) Contract# Greater than$5,000 and less than$100,000 ❑ Written quote or proposal attached intergovernmental Agreement O (3)Written bids&solicitation attached ❑ Form 114,Personal Services$5K to$75K Agency PERSONAL SERVICES ❑ Special Procurement 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and'less than$75,000, 0 Form#9,Request for Approval Agreement approved by Legal and approved/signed by I] Less than$35,000,by direct appointment 0 Written quote or proposal attached City Administrator.AMC 2.50.070(4) O (3)Written proposals&solicitation attached'' Date approved by Council: 0 Annual cost to City exceeds$25,000,Council • 0 Form#4,Personal Services$5K to 375K Valid until: (Date) approval required.(Attach copy of council communication) Description of SERVICES Total Cost VMware systems evaluation,best practices review,and future state recommendations. $ 9000.00 • Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ID Per attached quote/proposal • TOTAL COST o -OSOO, 704 too $9000 Project Number ___ Account Number ^ ^ ^ a s 0 a +. r� s ' Account Number - Account Number ___ __ 'Expenditure must be charged to the appropriate account numbers for the#nancials to accurately reflect the actual expenditures. • IT Director in collaboration with department to approve all hardware and software purchases: Feb 16,2021 El El . IT Director Date Support-Yes I No By signing this requisition form,i certify that the City's public contracting requirements have been satisfied. Employee: Department Head: „hem greef (Equal to or greater than$5,000) Department Manager/Supervisor: Sas"..#iiiie City Manager: ,..n,th„t,.i.,,•,...., - (Equal to or grea)ur than$25,000) M u 't,Puma web 16,2021 • Funds appropriated for current fiscal year; YE 0 it,I, oonocU)rc66 WJ.6D 76,7PS7) ❑ Finance Director-(Equallo or greater If ran S5,000) Date Comments: Form f13-Requisition ' CITY OF FORM #4 H LAN D maimmonAT ©inks rwKo+IT i E INERS kL S+B+RO�C g-516110 fi$75I00"1 To: Adam Hanks,City Manager Pro Tem From: Dan Hendrix,IT Manager Date: February 15,2021 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES In accordance with AMC 2.50.120(A), for personal services contracts greater than $5,000, but less than $75,000, the Department Head shall make findings that City personnel are not available to perform the services, and that the City does not have the personnel or resources to perform the services required under the proposed contract. Background The department's intent is to procure a 3`a party Health/Performance Analysis of the City data center's virtual server environment,as soon as possible. The information gleaned from this analysis will be used immediately to inform the specifications and configuration of the pending capital project to replace one of the ESXi hosts in the VMware server stack. Normally,this analysis would involve on-site visits from the contractor but—due to pandemic—this one will be done remotely, in cooperation with City IT Department's system administrators.Performance monitoring software will be used to gather telemetry and to identify resource contention and bottlenecks within the existing system. The cost estimate has been quoted as$9,000 and the contractors assure us that this project can be completed quickly enough to use the results for the server purchase,to follow.Both of these phases are to be completed before the end of this fiscal year. Pursuant to AMC 2.50.120(A), has a reasonable inquiry been conducted as to the availability of City personnel to perform the services, and that the City does not have the personnel and resources to perform the services required under the proposed contract? While the IT Department support staff are experienced in server administration,this analysis requires both specialized software tools and deep expertise in performance analysis and tuning of environments comprised of many multiple virtual servers. Periodically conducting this type of analysis prior to spending funds on new equipment is considered an industry best practice. Requested by: Date: 02/15/2021 biq �partme t Head Approved by: Adam Hanks1F=b 16.20210BA2 PST) Date: Feb 16,2021 Adam Hanks,Interim City Manager Comments: Form#4-Department Head Determinations to Procure Personal Services,Page 1 of 1,2/15/2021 PERSONAL:SERVICES AGREEMENT (LESS THAN $25,000.00) CONSULTANT: GCSIT. CITY OF CONTACT: Tony Para, Account Executive ASH LAN D 20 East Main Street ADDRESS: 1654 20th Avenue, Seattle, WA 98122 Ashland, Oregon 97520 Telephone: 541/488-5354 TELEPHONE: 866-424-2766,x2253 Fax: 541/488-5320 EMAIL: tpara@gcsit.com This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and GCSIT (Government Computer Sales), a foreign business corporation ("hereinafter "Consultant"), for VMware systems evaluation, best practices review, and future state recommendations. NOW THEREFORE, in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below(the"Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than March 12,2021. 2. Scope of Work: Consultant will provide VMware systems evaluation, best practices review, and future state recommendations as more fully set forth in the Consultant's Proposal #210171008 dated February 8, 2021, which is attached hereto as "Exhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to in this Agreement as the "Work." 3. Compensation: City shall pay Consultant the sum of$9,000.00 (nine thousand dollars) as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$9,000.00 (nine thousand dollars)without the express,written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreementbe terminated prior to completion of all Work,payments will be made for any phase of the Work completed and accepted as of the date of termination. 4. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary Page 1 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND GCSIT wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 5. All Costs Borne by Consultant: Consultant shall, at its own risk,perform the Work described above and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 6. Qualified Work: Consultant has represented, and by entering into this Agreement now represents,that all-personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the services to which they will be assigned in a skilled manner and, if required to be registered, licensed, or bonded by the State of Oregon, are so registered, licensed, or bonded. 7. Ownership of Work/Documents: All Work,work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright,patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. - 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $22,002.43 or more, Consultant is required to comply with Chapter 3.12 of the Ashland MunicipalCode by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B"predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses,judgments, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction)to property, of whatsoever nature arising out of or incident to the performance of this Agreement by Consultant(including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for ' any losses, expenses, claims, costs,judgments, or other damages, caused solely by the gross negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty (30) days' prior written notice delivered by certified mail or in person. - c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: Page 2 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND GCSIT i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments • authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen(15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing,then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty under this Agreement. City,by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. e. Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination(regardless whether such notice is given pursuant to Subsection a, b, c, or d of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Consultant shall deliver to City all documents, information,works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Page 3 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND GCSIT Agreement. Consultant is a subject employer that will comply with ORS 656.017. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Consultant shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract of the Work shall not create any contractual relation between the assignee or subcontractor and City. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant,warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency;makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under,this Agreement. 15. Insurance. Consultant shall, at its own expense, maintain the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than$2,000,000 (two million dollars)per occurrence. This is to cover any damages caused by error, omission or negligent acts related to the Work to be provided under this Agreement. c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars)per occurrence for Bodily Injury;Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than$1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. e. Notice of cancellation or change. There shall be no cancellation,material change, reduction of limits or intent not to renew the insurance coverage(s)without thirty (30) days' prior written notice from the Consultant or its insurer(s)to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory.As evidence of the insurance coverages required by this Agreement,the Consultant shall furnish acceptable insurance certificates prior to commencing the Work under this Agreement. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentionsond/or self-insurance. Page 4 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND GCSIT. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex,marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, consultant agrees not to discriminate against a disadvantaged business enterprise, minority-owned business,woman- owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement, including any extensions hereof, comply with: (i)All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six(6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Notice. Whenever notice is required or permitted to be given•under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier,by mailing using registered or certified United States mail, return receipt requested,postage prepaid, or by electronically confirmed at the address or facsimile number set forth below: If to the City: Information Technology Attention:Ryan Stowasser 90 N. Mountain Avenue Ashland, OR 97520 Telephone: 541-552-2408 • Page 5 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND GCSIT With a copy to: City of Ashland Attention: Legal Department 20 E.Main Street Ashland, Oregon 97520 Telephone: 541-488-5350 If to Consultant: GCSIT Attention: Tony Para 1654 20th Avenue Seattle, WA 98122 Telephone: 866-424-2766 x 2253 19. Governing Law. This Agreement shall be governed by the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement attributable to Work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion,to continue to make payments under this Agreement. In the event City has insufficient appropriations, limitations or other expenditure • authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant,with no further liability to Consultant. 22. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT,MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE,IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS,AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN,NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT,BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE,HEREBY Page 6 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND GCSIT ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 23. Certification. Consultant agrees to and shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHLAND: GCSIT: DocuSlgnedby: r4t. /law Ifamkf 4BFFB94BEFDF4B7... By:Adam Hanks(Feb 21,202110:52 PST) By: Signature Signature Adam Hanks Rob Billideau Printed Name Printed Name City Manager Pro Tern Services Coordinator Title Title Feb 21, 2021 2/11/2021 Date Date 9 is to be submitted with this signed Agreement) Purchase Order No. �'' g g ) •J Page 7 of 7: PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF ASHLAND AND GCSIT EXHIBIT B CITY OF ASHLAND, OREGON City of Ashland LIVING ALL employers described WAG E below must comply with City of Ashland laws regulating •a ment of a livin. wa.e. $15.74 per hour, effective June 30, 2020. The Living Wage is adjusted annually every VAIL June 30 by the Consumer Price Index. Employees must be paid a portion of business of their 401K and IRS eligible living wage: employer, if the employer has cafeteria plans(including ten or more employees,and childcare)benefits to the has received financial amount of wages received by assistance for the project or the employee. > For all hours worked under a business from the City of service contract between their Ashland in excess of > Note: For temporary and employer and the City of $22,002.43. part-time employees,the Ashland if the contract Living Wage does not apply exceeds$22,002.43 or more. > If their employer is the City of to the first 1040 hours worked Ashland, including the Parks in any calendar year. For > For all hours worked in a and Recreation Department. more details, please see month if the employee spends Ashland Municipal Code 50%or more of the > In"calculating the living wage, Section 3.12.020. employee's time in that month employers may add the value working on a project or of health care,retirement, For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, Oregon 97520, or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASI-ILAN D ,Page I of 1: EXHIBIT B EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant,by and through its authorized representative,under penalty of perjury, certifies that(a)the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and(b) Consultant' is not subject to backup withholding because: (i)it is exempt from backup withholding, or(ii) it has not been notified by the Internal Revenue Service (IRS)that it is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii) the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b)the Agreement,when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in accordance with the highest professional standards, and (d) Consultant is ' qualified,professionally competent, and duly licensed(if applicable)to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following ofia that apply to its business. �6 - (1) Consultant carries out the work or services at a location separate from a private [—Ds residence or is in a specific portion of a private residence, set aside as the location of ' 6 the business. (2) Commercial advertising or business cards or a trade association membership are S purchased for the business. (3)Telephone listing is used for the business separate from the personal residence listing. i,s (4)Labor or services are performed only pursuant to written contracts. _bf - (5)Labor or services are performed for two or more different persons within a period DS of one year. (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission(professional liability) insurance or liability insurance relating to the Work or services to be provided. DocuS!gned by: Com. 6 , 4BFFB94BEFDF4B7... Consultant's signature 2/11/2021 Date Page 1 of 1: EXHIBIT C I. CSI Agiiity Up.DevOps Down. City of Ashland 1 VMware Health Check February 8, 2021 ;Proposal #: 210171008 Seattle 1654 20th Avenue Seattle, WA 98122 Tony Para Account Executive Anchorage 866 424-2766 x2253 3201 C Street. Suite 404 tpara@gcsit.com Anchorage, AK 99503 City of Ashland -VMware Health Check-210171008 CONTENTS CONTENTS 1 1. OVERVIEW 2 2. GOALS 3 3. SCOPE 4 4. DELIVERABLES 6 5. PRICING 7 6. OUT OF SCOPE SERVICES 8 7. CUSTOMER ROLES& RESPONSIBILITIES 9 8. ASSUMPTIONS & NOTICES 11 9. TERMS & CONDITIONS 12 10. DISCLAIMER 13 11. APPROVAL TO PROCEED 14 Page 1of14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT i City of Ashland -VMware Health Check-210171008 1. OVERVIEW This Proposal defines the services that GCSIT will deliver to City of Ashland. j � The City of Ashland has engaged with GCSIT for a VMware systems evaluation, best practices review, and future state recommendations. This vSphere Health Assessment process is a deep dive into the existing configurations and usage of the environment. At the end of this engagement GCSIT will deliver an As-Built Report and a VMware Health Check Review document. The goal of this Due to Covid-19 concerns, this is project is scoped with no travel and will be conducted remotely. Provided reasonable availability of the City of.Ashland project stakeholders, and the signed return of this agreement in the week of February 8th, GCSIT will be able to successfully deliver this project by March 12th 2021. • • • Page 2 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check- 210171008 2. GOALS Goal Description Review and provide details around current customer deployment to Environmental ensure production level up time and configuration. Ensure Stability environment meets VMware and industry standard practice for configuration and implementation. Future State Guidance will be provided by GCSIT to assist the client in reaching a desired future state based on best practices related to the Recommendations findings in this report. Page 3 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check-210171008 3. SCOPE Phase 1 - Project Kickoff GCSIT will conduct a pre-engagement planning call with Customer to initiate the project. Topics to be discussed include'the following: • Review of project scope and objectives • Project timelines, scheduling, and logistics • Identification of key project team members • Identify and agree to key activity execution dates • Prerequisites and other preparation required prior,to the project kickoff, including site access (badging) and system access (credentials). Phase 2 - Collection GCSIT engineering staff will review the vSphere infrastructure and do the following: • Collect inventory, configuration, and usage data for the identified ESXi hosts. Using a combination of partner level tools and scripts, relevant data for this process will be collected. • GCSIT staff will interview key stakeholders. This could potentially include personnel in roles such as infrastructure architects, operations, network, storage, and applications representatives. Phase 3 - Assess GCSIT will review data collected and assess Customer current VMware vSphere server virtualization environment. • Focus will be placed on providing recommendations and feedback that: o Optimizes the vSphere server environment o Helps mitigate risk by leveraging proven industry best practices o Determine whether the virtual infrastructure is used in the most efficient way Page 4 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check- 210171008 Phase,4 - Create Report Document and present results of design and infrastructure review. The results will include observations and feedback on the current design and its validity based on VMware industry best practices. A gap analysis, and recommended remediation steps will also be documented. Once completed, the report will be vetted through the GCSIT TRB (Tech Review Board) before customer delivery. Phase 5 - Documentation Review and Project Closeout - A final presentation that summarizes the finding and recommendations is provided. GCSIT Staff may conduct whiteboard sessions to explain physical design alternatives for addressing the areas where the design does not meet VMware recommended practices. GCSIT will conduct strategy session(s)to discuss upgrades, new approaches, and functionality to consider for the virtual infrastructure future state. • Page 5 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check-210171008 4. DELIVERABLES As-Built Report • This document is a detailed report of the existing vSphere environment as configured during the report process VMware Environment Health Check Report An assessment of the target environment based on the collected data. o A description of findings o Identification of opportunities to optimize the configuration and improve performance o Presentation of findings. o Remediation and future state recommendations Page 6 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT - , 1 City of Ashland -VMware Health Check- 210171008 5. PRICING Role Rate Estimated Hours Estimated Cost Senior Engineer $225 40 $9,000 Total Estimate 40 $9,000 All stated prices are in U.S. dollars and exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges or upon this proposal. All time is charged in increments of 15 minutes. Page 7 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check- 210171008 6. OUT OF SCOPE SERVICES Topic Description Any configuration,functionality, or other issues that exist in Remediation of Current the current IT environment that require remediation prior to or IT Environment during the project described in this document will be considered out of scope unless explicitly described above. Any issues encountered which lead to unavoidable delays or Unexpected Issues an increase in work are considered out of scope to this project. Any work requested by Customer to be performed during off- Outside Business hours hours is considered premium/overtime, unless specifically provided within this proposal. Additional site visits required by implementation personnel Additional onsite visits because of changes in Customer requirements or other site readiness issues are out of scope and will incur additional travel costs, if applicable. • • Page 8of14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT • City of Ashland -VMware Health Check-210171008 7. CUSTOMER ROLES & RESPONSIBILITIES Role Name Description Involvement This individual will Main POC and customer Project review and approve all sponsor of project work. Sponsor Ryan Stowasser key issues that require Availability to contact management required through all phases decisions. of project. This individual is This individual will be needed responsible for day-to- throughout the course of the vSphere day operations of project for environment Administrator Chad Sobotka monitoring and information, access, and managing Customer background. vSphere Environment. Customer understands that the pricing for this project assumes the following responsibilities are met. Should any element of these be lacking during execution of services, additional time and associated fees and expenses may be required to complete this proposal: • Designate a single point of contact to whom all GCSIT communications may be addressed and who has the authority to act on all aspects of the services throughout the duration of the project. • Grant access-to location(s) and system(s) as necessary to complete the Services. If such access requires authorization and provisioning, Customer shall inform GCSIT in advance and shall supply the necessary credentials to the GCSIT project resource(s). • Provide GCSIT project resource(s)with a professional workspace, network and internet access to deliver the Services. • Provide all hardware and/or software and licensing required to perform the Services, including ensuring that all systems required to perform the Services are in working order. Page 9of14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT J 4 City of Ashland -VMware Health Check-210171008 Customer must provide and complete all Customer responsibilities outlined in this section. IF City of Ashland HAS NOT COMPLETED THE ABOVE CUSTOMER RESPONSIBILITIES, PRIOR TO THE GCSIT RESOURCE(S)ARRIVING ON SITE THIS CAN BE ADDRESSED WITH THE FOLLOWING: • If the customer elects to perform the "Customer Responsibilities" and they are not completed prior to the GCSIT resource(s) arriving onsite, and GCSIT is unable to reschedule the project resource(s), GCSIT reserves the right to charge for the scheduled hours the resource(s)were to work as well as any additional fees associated to travel rescheduling. • If the customer elects to utilize the GCSIT resource(s)to complete any of the , required "Customer Responsibilities" as described this proposal, the customer must engage the Change Control Process. Page 10 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check- 210171008 8. ASSUMPTIONS & NOTICES The project time estimates, and associated fees quoted within this proposal are based on the following assumptions and responsibilities. Should any element(s) of these be lacking during execution of services, additional time, associated fees and expenses may be assessed to complete this work. • GCSIT has made every attempt to accurately estimate time required to successfully complete the project. Customer acknowledges all listed assumptions and responsibilities and agrees that should these be violated, if impediments or complications arise or if changes in scope are requested or required, the length of the project and associated price could be impacted. • GCSIT is not responsible for delays caused by failures, including but not limited to, failures caused by systems, personnel, or environmental causes or in using incorrect or insufficient data provided by Customer. • GCSIT will hold no responsibility for any changes made after releasing the system to Customer. If any errors occur from Customer changes, a Change Order must be written for associated labor and travel to correct the problems. • In the event the Customer delays the progression of the implementation, GCSIT will not guarantee that engineers will be available to re-deploy immediately upon customer's declared readiness to proceed. Should this occur, resources will be scheduled to resume during their next available open time slot. • GCSIT will work to meet the current expectations for onsite/remote effort. However, given uncertain future impacts of COVID-19 upon travel and on-site efforts, exceptions may be made if agreed upon by both parties in accordance with current conditions. As a part of this engagement we agree to work together to respect federal, state, and organizational guidelines for social distancing as the pandemic factors change. • Page 11 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check-210171008 9. TERMS & CONDITIONS 1. Services a. Services may be performed by GCSIT or individuals or organizations employed by or under contract with GCSIT, at the discretion of GCSIT. 2. Change Control Process a. Both GCSIT and City of Ashland may request changes to the work being provided under the scope of this proposal. Any changes will be discussed, documented and agreed to in a GCSIT Change Order document. b. GCSIT reserves the right to cease work, should it be at or over budget, until a signed Change Order is received. 3. Rate and Limitations a. Pricing estimates for this project include consulting services and associated travel and expenses. If travel is disrupted by extenuating circumstances,the customer will be responsible for additional charges for lodging and travel. 4. Confidential Information a. GCSIT and Customer mutually agree to limit disclosure of each other's confidential information solely to employees or agents who need to know such information. All such information remains the property of the party initially disclosing such information. All documents, records, notebooks and other material shall be returned to the owner of the confidential information upon request. 5. Non-Solicitation _ a. Neither party shall hire or solicit any employee of the other party until twelve (12) months have elapsed from the date GCSIT and any partner company last performed services under this proposal. 6. Proposal Time Limit a. The hourly rates, fees, terms and conditions offered in this proposal are effective for thirty(30) business days from the date of this proposal. 7. Invoicing and Payment Terms a. GCSIT will invoice Customer: monthly for completed work and at project completion. Payment terms are Net 30 Days. 8. Initiating Contract a. To initiate this contract, GCSIT requires a signed copy of this propoal. Page 12 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT T City of Ashland -VMware Health Check-210171008 10. DISCLAIMER THE FOLLOWING IS A DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND LIMITATION OF ACTIONS. GCSIT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, FOR ITS SERVICES OR ANY RELATED DELIVERABLES, ALL OF WHICH WILL BE PROVIDED AS-IS, WITH ALL FAULTS. GCSIT SPECIFICALLY DISCLAIMS (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (B) ANY WARRANTY THAT GCSIT SERVICES OR ANY RELATED DELIVERABLES WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION AND (C) ANY WARRANTY THAT GCSIT SERVICES OR ANY RELATED DELIVERABLES WILL RESULT IN ANY ECONOMIC ADVANTAGE, INCREASE IN - PROFITS OR REDUCTION IN COSTS. GCSIT WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES(INCLUDING,WITHOUT LIMITATION, DAMAGES FOR LOSS OF ANY DATA, PROGRAMS, WARRANTIES, ANTICIPATED PROFITS OR OTHER BENEFITS) THAT RESULT FROM USE OF, RELIANCE UPON OR INABILITY TO USE ITS • SERVICES OR ANY RELATED DELIVERABLES, REGARDLESS OF (1) WHETHER OR NOT GCSIT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND (2) WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION. If for any reason, by operation of law or otherwise, any of the foregoing disclaimer of warranties and limitation of liability is ineffective, the parties hereby expressly agree that IN NO EVENT SHALL GCSIT 'S CUMULATIVE LIABILITY TO CUSTOMER IN RELATION TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY EXCEED A SUM EQUAL TO THE TOTAL COMPENSATION ACTUALLY PAID TO GCSIT UNDER THIS AGREEMENT. Neither party shall have the right to institute any action nor proceeding arising out of any of the transactions contemplated by this Agreement, regardless of the form of such action or proceeding, later than one year after such transactions occurs. Page 13 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT City of Ashland -VMware Health Check-210171008 11. APPROVAL TO PROCEED The undersigned parties each understand and agree that this proposal accurately sets forth the services that GCSIT will provide for City of Ashland. Following receipt of signed proposal, a GCSIT representative will contact the Customer to discuss next steps. GCSIT requires a minimum of four (4) weeks' notice to begin project implementation from date of receipt of signed proposal. GCSIT will not schedule a resource until receiving this entire signed proposal. IN WITNESS HEREOF, this Agreement has been executed by the parties hereto through their duly authorized representatives as of the Effective Date. City of Ashland GCSIT CDocuSigned by: om. �. ..�. 4BFFB94BEFDF487... Signature Signature servsices coordinator Title Title ' 2/11/2021 Date Date Page 14 of 14 All contents are confidential and may not be disclosed to third parties without prior written consent of GCSIT • Client#: 1045498 GOVERCOM ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)2/11/2021 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 pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: USI Insurance Services LLC PHONE 206-441-6300 FAX 610-362-8503 601 Union Street,Suite 1000 (AIC,No,Ext): (ac,No): aDDREss: select@usi.com • - Seattle,WA 98101 206 441-6300 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Massachusetts Bay Insurance Company 22306 INSUREDINSURER B:Hanover Insurance Company 22292 Government Computer Sales Inc.DBA: INSURER c:Hartford Steam Boiler Group 29890 GCSIT;GCSIT Solutions; B2 Networks LLC AXIS Surplus Insurance Company 26620 1654 20th Ave. INSURER D: P P Y INSURER E: Seattle,WA 98122 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. LTR TYPE OF INSURANCE NSR WVD POLICY NUMBER (MMIDDY/YYYY) (MM/DDY/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY ZD2A944321 06/01/2020 06/01/2021 EACH OCCURRENCE $2,000,000 PR CLAIMS-MADE X OCCUR EMISES(Ea occTu ante) $100,000 X WA STOP GAPX MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY ECT X LOC PRODUCTS-COMP/OPAGG $INCLUDED OTHER: $ A AUTOMOBILE LIABILITY ZD2A944321 06/01/2020 06/01/2021 (Ee aBcideOtj INGLE LIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) X Hired Phys D $35,000 B x UMBRELLA LIAB X OCCUR UH2D725371 06/01/2020 06/01/2021 EACH OCCURRENCE $2,000,000 X EXCESS LIAR CLAIMS-MADE AGGREGATE $2,000,000 DED RETENTION$ $ C WORKERS COMPENSATION • 5j2WECAA3LGE 08/01/2020 08/01/2021 X STATUTE ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D E&O P00100003119503 06/0112020 06/01/2021 $3M Each Wrongful Act Claims Made& SIR$15,000 . Reported Retro Date:6/25/09 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) RE:VMWare Health Check,Systems Evaluation,Best Practices Review,and Future State Recommendations. The General Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to City of Ashland,its elected officials,officers&employees,only when there is a • written contract that requires such status,and only with regard to work performed on behalf of the named insured. CERTIFICATE HOLDER CANCELLATION Of Ashland SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 E Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Ashland,OR 97520 AUTHORIZED REPRESENTATIVE �I AR. ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S31150006/M29461262 HAVZP • • ZD2 A944321 04 0901120 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract,Agreement or Permit Included 2. Additional Insured—Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included ' 4. Bodily Injury.Redefined Included 5. Broad Forni Property Damage—Borrowed Equipment, Customers Goods& Use of Elevators Included 6. Knowledge:of Occurrence Included 7. Liberalization Clause Included 8. Medical Payments—Extended Reporting Period Included 9. Newly Acquired or Formed Organizations-Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designatedin the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED: (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, • the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 4 • ZD2 A944321 04 0901120 (3) Applies on a primary basis if that is advertising injury"-involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury", added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: c. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or , agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the"bodily injury", "property Insurance shown in the Declarations! damage", or "personal injury and This endorsement shall not increase the advertising injury". applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part. The following is added to SECTION IV — (3) To any lessor of equipment: COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4.Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION II — WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex- the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under (i) The occurrence takes place after Coverages A or B of this Coverage Part, our obligations are limited as follows: you cease to be a tenant in that premises; or a. Primary Insurance (ii) The "bodily injury", "property This insurance is primary to other insurance damage", "personal injury" or that is available to the Additional Insured "advertising injury" arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, hiring, employment, training or monitoring If this insurance is primary, our obligations are of others by that insured, if the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all . injury" or"property damage" or the offense that other insurance by the method described which caused the "personal and in c. below. 421-2915 0615 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. • Page 2 of 4 ZD2 A944321 04 0901 120 b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work"; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional Insured with permission of the owner; The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery one may have premises rented to the Additional against any person or organization with whom you Irisured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If • the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY AND PROPERTY DAMAGE 4. Bodily Injury Redefined LIABILITY. SECTION V — DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit"if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from "bodily injury". so, but we will be entitled to the insureds 5. Broad Form Property Damage — Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators Insurance, we will pay only our share of a. SECTION I—COVERAGES,COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to "customers goods"while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares,we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 ZD2 A944321 04 0901120 a. worked on; or 10. Non-Owned Watercraft ' b. used in your manufacturing process. SECTION I — COVERAGES, COVERAGE A c. The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, property insurance (including-- deductible) subparagraph g.(2) is replaced by the following: available to the insured whether primary, g. Aircraft,Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV — (b) Not being used to carry persons or COMMERCIAL GENERAL LIABILITY property for a charge; CONDITIONS, Paragraph 2. Duties in the Event of Occurrence,Offense, Claim or Suit: This,provision applies to any person who, e. Notice of an "occurrence", offense, claim or with your consent, either uses or is "suit" will be considered knowledge of the responsible for the use of a watercraft. insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I — SUPPLEMENTARY PAYMENTS "employee" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1.d.are replaced by the following: 7. Liberalization Clause 1.b.Up to $2,500 for cost of bail bonds required The following is added to SECTION. IV — because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arising out of the use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Liberalization Clause 1.d.All reasonable expenses incurred by the If we adopt any revision that would broaden the insured at our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to$1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part. 8. Medical Payments — Extended Reporting 12. Unintentional Failure to Disclose Hazards Period The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY a. SECTION I—COVERAGES, COVERAGE C— • 'CONDITIONS, Paragraph 6. Representations: MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of (b) The expenses are incurred and reported the inception date of the policy provided such failure is not intentional. to us within three years of the date of the accident; and 13. Unintentional Failure to Notify b. This coverage does not apply if COVERAGE The following is added to SECTION IV — C—MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event endorsement. of Occurrence, Offense,Claim or Suit: 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an SECTION II —WHO IS AN INSURED, Paragraph "occurrence", offense, claim or"suit", solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or"property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED. 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 4