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Cerium Networks - Statement of Work
DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 erium tw �)ne rks o Statement of W City of Yakima Dell PowerEdge Server DocuSign Envelope ID:65F96A2D-0OCC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server Quote Number: CERQ100836 PID: 00057204 Implementation Services Statement of Work (SOW) for City of Yakima Date: Services Performed By: Services Performed For: 9/21/2023 Cerium Networks, Inc. City of Yakima 1636 W 1st 200 South 3rd Street Spokane,WA 99201 Yakima,WA 98901 Cerium Quote Number: Cerium Account Executive: Client Contact: CERQ100836 Todd Jones Carsten Hasse (509)536-8625 (509)575-6048 Project ID Number(PID): 00057204 CERIUM NETWORKS 2 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 Table of Contents 1.0 Introduction 4 1.1 Modifications 4 1.2 Contract Return Date 4 2.0 Scope 5 2.1 Solution 5 2.1.1 Current Client Environment 5 2.1.2 Proposed Solution 5 2.1.3 Solution Diagram 5 2.2 Locations 6 2.3 Assumptions and Considerations 6 2.4 Exclusions 7 3.0 Cerium Services 7 3.1 Engineering Services 7 4.0 Engagement Standards 8 4.1 Change Management 8 4.2 Service Hours 9 4.3 Travel and Living Expenses 9 4.4 Rescheduling, Cancelling and Delay of Services 9 4.5 Project Closure and Solution Acceptance 10 4.6 Project Invoicing 10 5.0 Client Responsibilities 10 5.1 Client Responsibilities 11 5.2 Client Environment Readiness 11 5.3 Client Point of Contact 11 6.0 Project Management 12 6.1 Project Management—Agile 12 6.1.1 Agile Overview 12 6.1.2 Agile Roles and Responsibilities 12 CERIUM NETWORKS 3 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server Quote Number: CERQ100836 PID: 00057204 6.1.3 Client Responsibilities for Project Management 13 6.1.4 Project Kickoff 13 7.0 Post-Implementation 14 7.1 Warranty 14 7.2 Manufacturer Support 14 7.3 Cerium Support Center 14 7.4 Cerium Support Web Portal 15 8.0 Signature Authorization 20 1.0 Introduction This Statement of Work(SOW) is an attachment to Order No. CERQ100836("Order") and is entered by and between Cerium Networks, (hereinafter referred to as Cerium)and City of Yakima (hereinafter referred to as Client).This SOW,when executed by both undersigned parties,together with the other documents, annexes or exhibits attached hereto or incorporated herein by reference, constitutes the complete contractual agreement between the undersigned parties with respect to the deliverables and/or services described herein. 1.1 Modifications No verbal statements by Cerium or any other party shall constitute a modification of this SOW or representation that additional or different services will be performed. Services not written within this SOW are not assumed and will not be performed unless defined within this document. See Section— Engagement Standards—Change Management for more details. In the event of a conflict between the Order,this SOW and any other Attachments,the following order of precedence shall apply: i) Order, ii)this SOW, and then iii)the Attachments (if any). 1.2 Contract Return Date Cerium recognizes project completion timelines are important to Client. Project timelines will be established during project kick-off based on fully executed Contract Package return dates. A fully executed Contract Package must be received before any resources are assigned to the work identified in CERIUM NETWORKS 4 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 this SOW.The Contract Package includes the Cerium Sales Order, Client Purchase Order,Advance Payment,Signed SOW, and Signed Support Agreement(if applicable). This SOW will become invalid if not accepted within 60 days from the SOW date documented in the previous section. 2.0 Scope 2.1 Solution Client has engaged Cerium to facilitate the installation of a new Dell PowerEdge R650 server,which will serve as a replacement for the customer's current UCS C220M4 server. Cerium will perform setup and installation of VMware ESXi OS onto the new PowerEdge host and assist with migration of client's existing virtualized Avaya voicemail infrastructure onto the new PowerEdge R650 host. Upon completion of the deployment and migration, Cerium will provide first day of business remote support for the Avaya applications. 2.1.1 Hardware and Software Cerium will provide only the hardware and software, including quantities, specifically listed within the Sales Order(s). Any hardware or software not expressly listed within the Sales Order is not included as a part of the project. In the event the manufacturer recommends an amended or"patched"version of its software to resolve problematic feature/functionality, Cerium can perform this work at current time and material rates. 2.1.2 Current Client Environment The following is a description of the Client's current environment: • lx Cisco UCS C220M4 server 2.1.3 Proposed Solution The following is a description of the project design based on planning sessions completed by Cerium and Client. • 1x Dell PowerEdge R650 server • 2x VMware vSphere Standard for 1 CPU licenses 2.1.4 Solution Diagram The following diagram provides a high-level depiction of the project architecture based on planning sessions completed by Cerium and Client. CERIUM NETWORKS 5 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 ' Existing Switches Virtual Virtualized Avaya Appliance Voicemail Infrastructure PowerEdge R650 • 2.2 Locations All Cerium supplied hardware and software will be delivered to, and services will be performed at the following Client location(s): Carsten Hasse 200 South 3rd Street Yakima,WA 98901 (509)-575-6039 2.3 Assumptions and Considerations The success of the project defined in this SOW is partially based on the assumptions and considerations outlined in this section.All changes to the outlined assumptions and considerations should be documented and agreed up on prior to the agreement of this SOW. Assumptions and considerations identified for this project include: • Client has 4x 1/10Gb BASE-T network ports and Ethernet available for PowerEdge uplinks. • Client has 1x 1Gb BASE-T network ports and Ethernet cables available for iDRAC uplink. • Client has 2x 100-120V NEMA 5-15 power outlets for PowerEdge server. • Client current Avaya and VMware ESXi versions are unsupported versions. Cerium will support the migration to a new host with supported VMware ESXi at best effort. CERIUM NETWORKS 6 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-0OCC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 2.4 Exclusions The below listed components of the proposed solution are out of scope and therefore will not be implemented as part of this SOW.Any functionality listed as an exclusion that is desired or required for this project should be addressed prior to agreement to this SOW. Out of scope items identified for this project include: • Racking and Cabling of Equipment. • Upgrading existing environment for solution compatibility if necessary unless specified in the services below. • Configuration of network switches.This is a client responsibility. Cerium will provide guidance on requirements. • Integration with existing 3rd-Party Solutions. 3.0 Cerium Services 3.1 Engineering Services The following is a list of services to be performed by the Cerium engineer: DC-DELL POWEREDGE DEPLOY-DISCOVERY AND PLANNING Perform discovery of existing environment, data collection necessary to execute deployment tasks, and plan execution of deployment tasks. This includes but is not limited to: - Environment review - IPs and FQDNs -DNS, NTP, LDAP servers -Test plan creation -Use case and feature requirements DC-DELL POWEREDGE DEPLOY-DEPLOYMENT Deploy one (1)standalone Dell PowerEdge server. Includes the following: - Firmware upgrades including but not limited to BIOS, network adapter, storage controller, iDRAC, and disk firmware. CERIUM NETWORKS 7 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server Quote Number: CERQ100836 PID: 00057204 -Configure integrated Dell Remote Access Console(iDRAC)for out of band management. -Configure local storage. DC-VMWARE VSPHERE DEPLOY-ESXI HOST DEPLOYMENT During this part of the service, Cerium: -Deploy up to one (1) ESXi host operating systems -Add to an existing vSphere vCenter as needed. -Add ESXi Host to existing healthy cluster with matching settings as needed. DC-VM MIGRATION ASSISTANCE Up to eight(8) hours of Cerium Datacenter Consultancy Hours are included to be used for additional assistance with VM migrations to the clients new VM environment, or other items related to the migration process. Cerium may provide additional migration assistance as needed and determined by the Client with a change order. AV-POST-AM INSTALLATION FDOB REMOTE SUPPORT Four(4) Engineering hours of AM installation for first day of business remote support. 4.0 Engagement Standards 4.1 Change Management Cerium is committed to meeting and exceeding our Client's expectations delivering the contracted services defined within this fixed price SOW. If any of the following conditions are discovered during the project, a time and materials change order will be required to remedy the situation: • Additional work efforts to support an expanded scope such as, but not limited to, additional locations and/or end users, additional solution feature activation,and/or overall solutions • Unexpected Client environment constraints or issues • The Client's WAN and LAN network environment having issues discovered during deployment that require troubleshooting. • Extended timelines, project delays, design changes, extra desired work, or other unforeseen circumstances that cause a project to exceed its original scope. The Cerium Project Manager will work with the appropriate resources to scope the change requirements and provide a change order for your review and execution. Time and material change orders will include work effort estimates. Cerium will make every effort to continue the current project to mitigate the impact of the project schedule while any change order is in process. CERIUM NETWORKS 8 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PI D: 00057204 Quote Number: CERQ100836 4.2 Service Hours Standard hours of operations are 8:00 AM to 5:00 PM Pacific Standard Time Monday through Friday. It is understood that due to the nature of the industry and work performed, after hours and weekend availability is often required. In the event Cerium resources are required to perform work outside of the standard hours of operation, agreed-upon work windows will be discussed and subsequently documented via email. It is also required that Client project stakeholder or a technical contact be either on location or on call during the agreed-upon weekend/after-hours work window(s). 4.3 Travel and Living Expenses Travel not anticipated for this project. Should travel be required,travel expenses incurred by Cerium will be paid as follows: • That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for PROJECT WORK. ENGINEER, whenever possible, will use the least expensive form of ground transportation. • That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars($40)per day per person. This rate may be adjusted on a yearly basis. • That accommodation shall be at a reasonably priced hotel/motel. • That air travel shall be by coach class, and shall be used only when absolutely necessary. 4.4 Rescheduling, Cancelling and Delay of Services This project outlined in this Statement of Work duration will be outlined in the project plan delivered at project kickoff. Should the duration of the project exceed this original estimate,whether due to Client requirements,third party delay or facilities readiness,Cerium reserves the right to adjust the services scope and fees to account for the expanded duration of the project. While Cerium understands that at times rescheduling a project because of unforeseen delays with other vendors, materials,facilities, etc. is unavoidable, it does represent an increased cost to Cerium. For that reason,each Client requested delay without written notice to Cerium at least 2 weeks prior to the scheduled work, may result in a change order to the project equaling the greater of the two options below: • A change order equal to 50%of the scheduled resource hours assigned to the project that are being rescheduled due to Client request • A change order of$1800 CERIUM NETWORKS 9 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server Quote Number: CERQ100836 PID: 00057204 Multiple or recurring requests for rescheduling,with or without notice to Cerium,will result in a change order to the project equaling the greater of the two options above. 4.5 Project Closure and Solution Acceptance Cerium will seek acceptance from the Client for the implementation and document any remaining action items to be completed via the Project Closure Form. The Project Closure Form will be submitted within one business day after system cutover or production go-live of the solution. The Client will have up to 2 business days to review and respond to the Project Closure Form, and if written acceptance or dispute of acceptance is not received, Cerium will deem the implementation as "accepted"without exception. The Solution Acceptance Criteria include: • The equipment,servers or devices to be implemented as parts of the solution or system have been installed,tested, and have passed the basic system or solution functionality tests as defined in the Test Plan • Solution functions are available at cutover with minimal impact to the users and without major issues • "Major issues" are defined as the following: o Issues affecting business-critical features or functionality of the solution,which preclude the Client from conducting regular business use of the system o Issues affecting more than 25%of the end user population • The solution or system is put into production use by the Client for two consecutive business days 4.6 Project Invoicing Unless specifically stated otherwise in the Client signed terms and conditions, milestone invoicing may be initiated by completion of any of the following conditions: • Receipt of equipment, licenses,software or other material • Completion of any major milestones as defined in the project plan • Completion of any other milestone as agreed upon by the Client and documented in the Cerium project plan 5.0 Client Responsibilities Timely delivery of our services depends upon the prompt and effective completion of the responsibilities identified herein, among other things.Any delay in performance of Client responsibilities may result in additional charges and/or delays completing the project. CERIUM NETWORKS 10 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 5.1 Client Responsibilities To ensure the success of this project, Client agrees to: • Participate in all aspects and phases of the project. • Provide list of needs from Cerium engineering resource to assist with configuration. • Provide access to server,virtual, and network environments as needed for configuration. • Perform racking and cabling of equipment with guidance by Cerium engineer as needed. 5.2 Client Environment Readiness Proper network and infrastructure planning are essential for ensuring timely completion of the Project. Client responsibilities for ensuring environment readiness include: • Ensuring all network requirements communicated by Cerium are met or exceeded. • Ensuring all hardware and software related to this engagement are at current or supported maintenance levels. Cerium anticipates a successful outcome for this project; however, despite our best efforts, occasionally we encounter unforeseen issues that are outside of our control within the Client's environment that impact the project. Cerium can support you and resolve issues on a time and material basis. 5.3 Client Point of Contact Prior to the project kickoff, Client will designate a Client Point of Contact to whom all communication relative to the project will be addressed. Client Point of Contact responsibilities include: • To serve as the interface between Cerium and all Client personnel participating in or affected by the project. • To work with Cerium Project Manager to manage project plans, schedules,etc. • To attend and actively participate in all mutually scheduled required project meetings. • To assist Cerium Project Manager with scheduling and coordinating Client resources. • To coordinate Client vendors,subcontractors,and local exchange carrier interactions. • To provide Cerium with information or documentation required to complete the projects • To provide access to the systems required to complete the project. • To help resolve or escalate issues encountered during the project. CERIUM NETWORKS 11 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-0OCC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 6.0 Project Management 6.1 Project Management — Agile 6.1.1 Agile Overview Cerium Networks Software Development Practice is built on Agile/Scrum project management practices. Cerium will work with the Client to utilize Agile/Scrum project management methodology, ensuring tasks are completed on time and allow for frequent client evaluation and course corrections as the project nears the final stages.Agile/Scrum is an industry best practice, iterative methodology for managing implementation and customization projects. While Agile is considered an informal methodology, it is also a very effective methodology due to its flexibility, and one which works harmoniously with Cerium's collaborative culture.Agile teams are structurally different than traditional "waterfall"teams. Waterfall teams follow the structure of the organization and scheduling is often "top down," meaning that management sets the pace and schedule. In agile development,the team is self-organizing. It sets its own schedule based on priorities from the product owner and the available capacity of the team. 6.1.2 Agile Roles and Responsibilities Project leadership, under agile methodology, are development managers and scrum masters.These two roles bridge the organizational gap between senior management and individual development teams. They work to optimize teams and individuals to deliver the best quality software that further company goals.The development manager and the scrum master also protect teams from outside distractions like feature creep,waterfall anti-patterns,cross-functional thrash, and side projects that distract from the team's true goals. The Scrum Master responsibilities are: • Maintains and removes impediments • Manages the Scrum process, making the process work • Plans the release • Plans the Sprints • Shields the team from external interfaces • Facilitates Scrum meetings as requested • Ensures crystal clear communication among everyone involved in the project The iterative approach to work consists of individual "Sprints".A Sprint is a period of weeks (between one and four)where work is agreed upon beforehand and completed during the duration of the sprint. The decision of how long sprints will be determined during the kickoff call with the Client. CERIUM NETWORKS 12 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-0OCC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 Each Sprint will culminate in a continuous delivery of small chunks of functionality, during or at the end of each Sprint.This small chunk of functionality is called a User Story. User Stories contain a description of the requirements, acceptance criteria (definition of"done"), a high-level estimation of the size of the effort, and is assigned to a specific staff member. Once a Sprint starts,each team member further breaks down the User Story into tasks to be accomplished in 3 days or less.At the end of each Sprint, the Client will evaluate each User Story to approve or provide feedback for further changes. The plan can be adjusted at this time. This early demonstration of functionality and the ability to revise is vital to the Client receiving the desired end vision,while preserving the efficiency of the delivery process. A"burn down" chart is utilized to track progress. Daily meetings are used to alert the team to any issues that may surface throughout the Sprint. More information and demonstrations about Agile and the Microsoft Visual Studio Online (VSO)tool can be provided upon request. The Microsoft Visual Studio Online (VSO)tool is a proven and effective tool which will be utilized for managing the Agile/Scrum process.The Scrum Master assigned to the Sprints will handle day-to-day management of the team as it pertains to the underlying user stories,sprints, and tasks, etc. 6.1.3 Client Responsibilities for Project Management The following are the Client responsibilities for Project Management: • Ensure necessary network access • Manage the collection of data using Cerium provided data collection forms • Coordinate and ensure technical requirement compliance • Provide information and guidance on the Client Change Management policies • Assist Cerium Project Manager with scheduling and coordinating Client resources • Provide any Cerium requested documentation or information • Provide any necessary access to Client systems • Attend and actively participate in all mutually scheduled required project meetings 6.1.4 Project Kickoff The Project Manager will be responsible for planning,coordinating, and facilitating the project kickoff meeting. The project kickoff meeting will include the following agenda items: • Introduce the team members • Review Project Team member roles and responsibilities • Determine Sprint length and schedule • Schedule team status meetings as required and mutually agreed to • Review project deliverables • Review proposed solution CERIUM NETWORKS 13 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/202.3 Project: Dell PowerEdge Server Quote Number: CERQ100836 PID: 00057204 7.0 Post-Implementation 7.1 Warranty Hardware and software products are generally covered by the manufacturer,from the time when the product is shipped.These warranty times may vary. Please refer to Dell manufacturer warranty policy for more specific information.All Cerium Networks Services provided in this statement of work to implement Dell solutions are warranted for a period of 30 days from the in-service date of each location. 7.2 Manufacturer Support The following level of manufacturer support from Dell EMC has been included in your purchase: • 3 Years ProSupport Next Business Day Onsite Service After Problem Diagnosis • 3 Years ProSupport VMware vSphere 8 Standard • 3 Years ProSupport for Software, VMware 7.3 Cerium Support Center Client may contact Cerium in a variety of ways for emergency support,such as: a) Calling Cerium at 1-800-217-0933 b) Email: csc@ceriumnetworks.com c) Web Site www.ceriumnetworks.com Within 2 hours a response is sent to the Client via phone or email containing a case ID#,and contact information for the Cerium associate responsible to resolve your request. Please note that Cerium Support Center work will be charged to the Client,at a rate determined by the CSC. Case ID information includes: • (Company Name) • (Contact) Name of Client contact calling with support issue • Nature of request • Status of request/SLA CERIUM NETWORKS 14 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 7.4 Cerium Support Web Portal Our current Cerium support Clients,when engaged with Cerium on an active case, may visit the Cerium support portal for real-time status updates and escalation contact information. After the case has been closed, return to the portal for historical and statistical eritrrl MIN information on all trouble tickets and service orders submitted. My Support rickets The Cerium Support Web Portal is a self-service tool that is leveraged to provide another effective channel of communications with our active support Clients. Ntg 7.5 Inspection, Retention and Production of Records • The records relating to the SOW and this contract shall, at all times, be subject to inspection by and with the approval of the Client, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this contract, notwithstanding the Client's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Cerium shall provide the Client sufficient,safe,and proper facilities,and/or send copies of the requested documents to the Client. Cerium's records relating to the SOW and this contract will be provided to the Client upon the Client's request. • Cerium shall promptly furnish the Client with such information and records which are related to the SOW and this contract as may be requested by the Client. Until the expiration of six(6)years after final payment of the compensation payable under this contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Cerium shall retain and provide the Client access to (and the Client shall have the right to examine, audit and copy) all of Cerium's books, documents, papers and records which are related to the SOW and this contract. If any litigation, claim, or audit is started before the expiration of the six- year period,the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. CERIUM NETWORKS 15 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server Quote Number: CERQ100836 PID: 00057204 • All records relating to Cerium's SOW and this contract must be made available to the Client, and the records relating to the Services are Client records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act,Chapter 42.56 RCW,or by law. All records relating to Cerium's SOW and this contract must be retained by Cerium for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. • The terms of this section shall survive any expiration or termination of this contract 1. Indemnification • Cerium shall take all necessary precautions in performing the SOW to prevent injury to persons or property. Cerium agrees to release, indemnify, defend, and hold harmless the Client, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages,and expenses related to all claims,suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this contract, its SOW, or the acts, failures to act, errors or omissions of Cerium, or any of Cerium's agent or subcontractor, in performance of the SOW or this contract. • Industrial Insurance Act Waiver. It is specifically and expressly understood that the Cerium waives any immunity that may be granted to it under the Washington State industrial insurance act,Title 51 RCW,solely for the purposes of this indemnification. Cerium's indemnification shall not be limited in any way by any limitation on the amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Cerium shall require that its subcontractors, and anyone directly or indirectly employed or hired by Cerium, and anyone for whose acts Cerium may be liable in connection with its performance of the SOC and this contract, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. • Should a court of competent jurisdiction determine that this contract is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Cerium and the Client, Cerium's liability, including the duty and cost to defend, shall be only to the extent of Cerium's negligence. • Nothing contained in this Section or this contract shall be construed to create a liability or a right of indemnification in any third party. • The terms of this Section shall survive any expiration or termination of this contract. CERIUM NETWORKS 16 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 2. Insurance Contractor's Liability Insurance At all times during performance of the SOW and this contract, Cerium shall secure and maintain in effect insurance to protect the City and Cerium from and against any and all claims,damages, losses,and expenses arising out of or resulting from the performance of the SOW and this contract. Cerium shall provide and maintain in force insurance in limits no less than that stated below,as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Cerium shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Cerium's obligation to maintain such insurance. Cerium's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of Cerium's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Cerium's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. If at any time during the life of the contract,or any extension,Cerium fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the contract. The following insurance is required: CERIUM NETWORKS 17 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Cerium shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence, combined single limit bodily injury and property damage,and Two Million Dollars($2,000,000.00)general aggregate. If Cerium carries higher coverage limits,such limits shall be shown on the Certificate of Insurance and Endorsements and the City,its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds,and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Cerium is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Cerium under this contract. b. Automobile Liability Insurance Before this contract is fully executed by the parties, Cerium shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If Cerium carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials,employees,agents,attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials,employees,agents,attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior CERIUM NETWORKS 18 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PI D: 00057204 Quote Number: CERQ100836 written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Cerium is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Cerium under this contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability(Stop Gap) Cerium and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Cerium or its employees for services performed under the terms of this contract. Cerium agrees to assume full liability for all claims arising from this contract including claims resulting from negligent acts of all subcontractor(s). Cerium is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Cerium's liability or responsibility. d. Professional Liability Cerium shall provide evidence of Professional Liability insurance covering professional errors and omissions. Cerium shall provide the City with a certificate of insurance as proof of professional liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per claim combined single limit bodily injury and property damage, and Two Million Dollars($2,000,000.00)aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A-VI' or higher in Best's Guide. If the policy is written on a claims made basis the coverage will continue in force for an additional two years after the completion of this contract. If insurance is on a claims made form, its retroactive date, and that of all subsequent renewals,shall be no later than the effective date of this contract. CERIUM NETWORKS 19 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. DocuSign Envelope ID:65F96A2D-00CC-4D48-802E-3FFABF5D87C8 Prepared for: City of Yakima 11/8/2023 Project: Dell PowerEdge Server PID: 00057204 Quote Number: CERQ100836 8.0 Signature Authorization YOUR SIGNATURE BELOW ACKNOWLEDGES THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ALL SECTIONS OF THE STATEMENT OF WORK, INCLUDING DEPENDENCIES. r) ,-DocuSigned by: %Wa , jtA.441 .mitx '-6907DA1A14874A4... Client Signature Cerium Networks Signature William Junkermier Printed Name Printed Name VP Title Title 1 a 1 -(3 i1 11/8/2023 Date ( t J Date CITY CONTRACT NO: ILA�A RESOLUTION NO: CERIUM NETWORKS 20 This Statement of Work(SOW)contains confidential information provided by Cerium Networks and is intended solely for the listed recipient. The recipient agrees to maintain this information in confidence and will not reproduce or otherwise disclose this information to anyone outside the group directly responsible for evaluation of this document unless required by law or court order. ��.....41 CERINET-01 KOLIVER A4CORo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 4aiiir../ 11/15/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Spokane Office PHONE I FAX Marsh McLennan Agency LLC (A/C,No,Ext):(509)838-3501 I(A/C,No):(866)226-3738 501 N.Riverpoint Blvd.,Ste 403 ADDRESS: Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIC S INSURER A:Atlantic Specialty Insurance Company 27154 INSURED INSURER B:Chubb National Insurance Company 10052 Cerium Networks,Inc. INSURERC: 1636 W 1st Ave INSURER D: Spokane,WA 99201 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDD/YYYYI IMM/DD/YYYY1 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 711-01-44-36-0009 5/15/2023 5/15/2024 DAMAGETORENTED 1,000,000 X PREMISES(Ea NTED nce) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: WA Stop Gap $ 1,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ X ANY AUTO 711-01-44-36-0009 5/15/2023 5/15/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED _ AUTOSO ONLY AUTOS EE BODILY INJURY(Per accident) $ AUTOS ONLY _ NON-OWNED ONLYY (Per accidentDAMAGE $ $ • A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE 711-01-44-36-0009 5/15/2023 5/15/2024 AGGREGATE $ 10,000,000 DED RETENTION$ $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN 71839026 5/15/2023 5/15/2024 STATUTE ER 1,000,000 AANYICEFUAAEMBEY PROPRIETOR EXCLUDED?ECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber&Prof.Liab. 760-01-10-33-0001 5/15/2023 5/15/2024 $50,000 Deductible 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Yakima is named as additional insured,and primary and non-contributory insurance applies as per attached form CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Yakima THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 200 South 3rd Street Yakima,WA 98901 AUTHHOORRIIZ�E�D,RREPRESENTATIV E ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 71 1-01-44-36-000 9 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages.The following listing and the headers in this endorsement are only for convenience.Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights,duties and what is and is not covered. A. Section I-Coverages 4. Incidental Malpractice by Employed 1. Expected or Intended Injury Physicians,Nurses,EMTs and Paramedics (Property Damage) 5. User of Covered Watercraft 2. Non Owned Aircraft and 6. Newly Acquired or Formed Organizations Watercraft Under 55 Feet C. Section Ill- Limits of Insurance- 3. Broadened Property Damage- Aggregate Limit Per Loeation Rented Premises,Borrowed Equipment and Use of Elevators D. Section IV- Commercial General 4. Personal and Advertising Injury Exclusions Liability Conditions a. Insureds in Media and 1. Duties in Event of Occurrence,Offense, internet Type Businesses Claim or Suit b. Electronic Chatrooms or Bulletin Boards 2. Waiver of Subrogation When Required by 5. Medical Payments- Written Contract or Agreement Increased Limits and Time Period E. Section V- Definitions 6. Product Recall Expense Coverage 7. Supplementary Payments- 1. Bodily Injury-Includes Mental Anguish Cost of Bail Bonds and Loss of Earnings 2. Coverage Territory-Worldwide 3. Mobile Equipment-Self-Propelled Snow B. Section II- Who is an Insured Removal,Road Maintenance and Street 1. Broadened Named insured Cleaning Equipment Less than 1,000 Pounds 2. Additional insured- Broad Form Vendor Gross Vehicle Weight 3. Additional Insured-Written Contract, Agreement,Permit or Authorization A. Section I - Coverages 1. Expected or Intended Injury (Property Damage) The following is added to Exclusion I .Expected Or Intended Injury of Section I -Coverages- Coverage A- Bodily Injury and Property Damage Liability: This exclusion does not apply to"property damage"resulting from the use of reasonable force to protect persons or property. 2. Non-Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g.Aircraft, Auto or Watercraft of Section I -Coverages- Coverage A- Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired,chartered or loaned with a paid crew,and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a)of Section I-Coverages- Coverage A-Bodily Injury and Property Damage Liability: (a) Less than 55 feet long, and VCG 20706 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 9 Copyright 2017,OneBeacon insurance Group LLC E-INSURED c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV- Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured,whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage-Rented Premises,Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I-Coverages- Coverage A-Bodily Injury and Property Damage Liability: Paragraph(1)of this exclusion does not apply to"property damage"to real property you rent or temporarily occupy with permission of the owner. Paragraph(4)of this exclusion does not apply to"property damage"to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs(3), (4)and(6)of this exclusion do not apply to"property damage"arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6.of Section III-Limits Of Insurance: 6. Subject to Paragraph 5.above,the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of"property damage"to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations,that Limit will be$500,000. c. The following is added to Paragraph b.(1)of Paragraph 4.Other Insurance of Section IV- Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators,whether such insurance is primary,excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I-Coverages-Coverage B-Personal and Advertising Injury Liability: "Personal and advertising injury"committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting;or (2) Designing or determining content of web sites for others. However,this exclusion does not apply to Paragraphs 14.a.,b.and c.of"personal and advertising injury"under the Definitions section. For the purposes of this exclusion,the placing of frames,borders or links,or advertising for you,is not by itself considered the business of advertising,broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k.Electronic Chatrooms Or Bulletin Boards of Section I- Coverages-Coverage B-Personal and Advertising Injury Liability: "Personal and advertising injury"arising out of an electronic chatroom or bulletin board the insured hosts,owns or maintains for others. 5. Medical Payments-Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b)in Paragraph 1.Insuring Agreement of Section I- Coverage C-Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 9 Copyright 2017,OneBeacon Insurance Group LLC b. The following is added to Paragraph 7.of Section III—Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of$15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I—Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $50,000 Each Product Recall Limit $25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay"product recall expense"incurred by you or on your behalf for a"covered recall"to which this insurance applies.This insurance applies to"product recall expense"for a"covered recall"that takes place in the"coverage territory"and during the policy period.The amount we will pay for"product recall expense"is limited as described in Section III—Limits Of Insurance. We will only pay the amount of"product recall expense"in excess of the Each Product Recall Deductible shown in the Schedule above.You must pay the Each Product Recall Deductible for each"covered recall"that is initiated. b. The following is added to Section III—Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all"product recall expense"incurred for all"covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses"arising out of any one"covered recall" for the same defect or deficiency. c. The following is added Section IV—Commercial General Liability Conditions: Duties In The Event Of"Covered Recall" 1. You must report a"covered recall"to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense, other than for first aid,without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated"covered recall"that may result in"product recall expense": (a) Give us notice of any discovery or notification that"your product"must be withdrawn or recalled, including a description of"your product"and the reason for the withdrawal or recall; (b) Cease any further release, shipment,consignment or any other method of distribution of such product, as well as any similar products,until it has been determined that all such products are free from defects that could result in"product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect"your product"and take damaged and undamaged samples of"your products" for inspection,testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms,send us a signed, swom proof of loss containing the information we request to settle the claim;and VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 9 Copyright 2017,OneBeacon Insurance Group LLC (e) Permit us to examine any insured under oath,while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records.An insured's answers to the examination must be signed. d. The following are added to Section V—Definitions: "Covered recall"means a recall of"your product"made necessary because the insured or a government entity has determined that a known or suspected defect,deficiency, inadequacy or dangerous condition in"your product"has resulted in, or will result in, "bodily injury"or"property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling"your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements"and associated stationery,envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser,distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried"employees"; (4) Expenses for hiring"temporary workers"; (5) Expenses incurred by"employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space;or (7) Expenses for proper disposal of"your product"if the disposal is necessary to avoid"bodily injury"or"property damage"and is other than regularly used to discard,trash or dispose of "your product". b. Does not include the following: (1) Damages,fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share,goodwill, revenue or profit;or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness,quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of"your product"that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew,or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of"your products"that have no known or suspected defect solely because a known or suspected defect in another of"your products"has been found. 7. Supplementary Payments—Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d.of Supplementary Payments—Coverages A and B in Section I—Coverages: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$250 a day because of time off from work. VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 9 Copyright 2017,OneBeacon Insurance Group LLC B. Section II—Who is an Insured 1. Broadened Named Insured Section II—Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization.This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured—Broad Form Vendor a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization(referred to below as"vendor")with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to"bodily injury"or"property damage"arising out of"your products"that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the"products-completed operations hazard"is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into,accompanying or containing those products; (3) For"bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless that the vendor would have otherwise been liable for such"bodily injury"or"property damage"in the absence of that contract or agreement;or (4) For"bodily injury"or"property damage"caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) Repackaging, except when unpacked solely for the purpose of inspection,demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (d) Any failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (e) Operations to demonstrate, install,service or repair,except those operations performed at the vendor's premises in connection with the sale of the product; (f) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) In the course of repackaging"your products" in the original container after unpacking solely for the purpose of inspection,demonstration,testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of"your products"performed at the vendor's premises in connection with the sale of the product;or (iii)An inspection,adjustment,test or servicing of"your products"the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law;and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 9 Copyright 2017,OneBeacon Insurance Group LLC c. The following is added to Section III—Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement;or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured—Written Contract,Agreement, Permit or Authorization a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury", "property damage"or"personal and advertising injury" in the performance of your ongoing operations, and only until your operations are completed,for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury", "property damage"or"personal and advertising injury"in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury", "property damage"or"personal and advertising injury"in connection with premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a.above does not apply: (1) Unless: (a) The contract or agreement is executed,or the permit or authorization is issued, before the "bodily injury","property damage"or"personal and advertising injury"occurs;and (b) The contract,agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The"occurrence"takes place after you cease to be a tenant in that premises;or (ii) The"bodily injury", "property damage"or"personal and advertising injury"arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the"bodily injury","property damage"or"personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural, engineering or surveying services,including: (i) The preparing,approving, or failing to prepare or approve, maps,shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment,training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury"or"property damage",or the offense which caused the"personal and advertising injury", involved the rendering of or the failure to render any professional architectural,engineering or surveying services;or VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 9 Copyright 2017,OneBeacon Insurance Group LLC (f) "Bodily injury"or"property damage"occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or (ii) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a.above: (1) Applies only to the extent permitted by law;and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a.above: (1) The following is added to Paragraph 4.Other Insurance of Section IV—Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b.above,this insurance is primary to, and will not seek contribution from,any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance;and (2) You have agreed in the contract,agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization;or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d)of Section If—Who Is An Insured: But an"employee"or"volunteer worker"employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1)in Paragraph 4.Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured"employee"or volunteer worker who is a physician,dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary,excess,contingent or on any other basis. 5. User of Covered Watercraft a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury"to that person's or organization's"employee"; or b. "Property damage"to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 9 Copyright 2017,OneBeacon Insurance Group LLC b. The following is added to Paragraph b.(1) in Paragraph 4.Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of,or responsibility for use of,a watercraft covered by this policy,whether such insurance is primary, excess,contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a.of Section II—Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III—Limits of Insurance—Aggregate Limit Per Location The following is added to Paragraph 2.of Section III—Limits Of Insurance: The General Aggregate Limit applies separately to each "location"of yours.As used in this provision, "location"means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. D. Section IV—Commercial General Liability Conditions 1. Duties in the Event of Occurrence,Offense,Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit of Section IV—Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or"suit",or send us documents concerning a claim or"suit",apply only if the"occurrence", offense,claim or"suit"is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An"executive officer"or insurance or risk manager, if you are a corporation;or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence"or an offense that may result in a claim does not apply if you report the"occurrence"or offense to your workers' compensation insurer and that"occurrence"or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an"occurrence"or offense is a liability claim rather than a workers'compensation claim, you must comply with all parts of Paragraph 2.Duties In The Event Of Occurrence, Offense,Claim Or Suit of Section IV—Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8.Transfer of Rights of Recovery Against Others to Us of • Section IV—Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or"your work"included within the"products-completed operations hazard"if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the"bodily injury"or"property damage"occurs and requires you to waive your rights of recovery. E. Section V—Definitions 1. Bodily Injury—Includes Mental Anguish The following is added to Paragraph 3.of Section V—Definitions: "Bodily injury"includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory—Worldwide The following replaces Paragraph 4.of Section V—Definitions: 4. "Coverage territory"means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 9 Copyright 2017,OneBeacon Insurance Group LLC responsibility to pay damages must be determined in a settlement we agree to or in a "suit"on the merits brought within the United States of America(including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment—Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1)of Section V—Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance(other than construction or resurfacing)or street cleaning will be considered "mobile equipment"and not an"auto". VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 9 of 9 Copyright 2017,OneBeacon Insurance Group LLC