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HomeMy WebLinkAbout2022-150-E-Emergency Svc-EMSAR-Stretcher Maintenance EMS SERVICES AGREEMENT ADVANTAGE This EMS Services Agreement (hereinafter “Agreement”) is made and entered into this 7th day of May, 2022 (“Effective Date”) by and between Orange County, North Carolina, a political subdivision of the state of North Carolina (hereinafter, the “County” or “Client”), and CSA Service Solutions, LLC, d/b/a as EMSAR, a Delaware limited liability company (hereinafter, the “Provider” or “EMSAR”); 1. GENERAL EMSAR will provide expert maintenance, repairs, reconditioning, and upgrades to the equipment set forth in the EMSAR Advantage Proposal, which is incorporated herein by reference (the “Proposal”), in accordance with the terms of this Agreement. Except for the exclusions in Section 1(b) below, repairs and maintenance will be provided pursuant to Sections 2 and 3 of this Agreement for all mechanical components of the Covered Equipment. (a) The following are covered under this Agreement and considered “all inclusive”: • all labor, travel costs and parts (other than the Excluded Items) with respect to Preventative Maintenance Service (as defined in Section 2); and • all labor and travel costs with respect to Repair Services (as defined in Section 3). (b) The following are not covered under this Agreement and will be separately invoiced to Client at EMSAR’s then current on-demand rates and prices to the extent provided and/or performed by EMSAR as requested by Client: • (i) accessories and/or expendables, e.g. mattresses, upholstery, safety straps, pouches, IV poles, pull handles, rubber grips, wheels, stair-chair track belts, handle grips, batteries, belts and pinch guards, steel grid platform, Control Pendants (ii) electronic/hydraulic components for power cots, wheelchair lifts, power loads and performance loads, (iii) inner tube base frame for power cots (iv) mechanical components for power loads and performance loads (collectively, “Excluded Items”); • any and all replacement parts with respect to Repair Services; and • any repairs and maintenance for non-Covered Equipment or Covered Equipment that is damaged due to misuse by or negligence of Client, its employees or agents, or a third party (a “Gross Defect”) (“Excluded Services”). Client will provide EMSAR with copies of any applicable procedures and/or special requirements and specifications pertaining to the Covered Services (as defined in Section 3) prior to any scheduled service. It is the responsibility of Client and its employees and agents to inspect and test each item before each use, in accordance with the equipment manufacturer’s recommendations and other applicable regulations. 2. INSPECTION AND PREVENTATIVE MAINTENANCE The parties acknowledge that the Covered Equipment will be inspected and serviced by EMSAR to bring the Covered Equipment up to the manufacturer’s specifications, as necessary, and that any and all labor and travel costs will be included in the Proposal annual amount. All parts required during the inspection are not covered by this Agreement and will be separately invoiced to the Client. Any opinion of condition is based on a visual hands- on assessment on the date of inspection. Upon the commencement of this Agreement, the Covered Equipment will undergo EMSAR’s standard preventative maintenance procedure (the “Preventative Maintenance Service”) a DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 4885-6196-2258, v. 3 minimum of two (2) times per year (i.e., every (6) six months) and also at the time of a scheduled repair pursuant to Section 3 below. EMSAR will take preemptive measures whenever possible in anticipation of mitigating frequent repairs. 3. REQUESTS FOR REPAIRS In the event that any Covered Equipment should become damaged (other than a Gross Defect) and require prompt repairs prior to a scheduled preventative maintenance visit, Client will notify EMSAR and EMSAR will dispatch a service technician as soon as scheduling allows, on such date and time mutually acceptable to both parties, to perform the necessary repairs (“Repair Services” and together with the Preventative Maintenance Service, the “Covered Services”). 4. SCHEDULING Any Covered Services will be scheduled in advance on such date and time that is mutually acceptable to both parties, typically between Monday through Friday, 8:00am to 5:00pm (local time) (“Business Hours”). It is Client’s responsibility to make the applicable Covered Equipment available to EMSAR for service at the scheduled time. Any services scheduled for outside of Business Hours will incur an additional $200 flat fee per service request. Client acknowledges that once services have been scheduled with EMSAR, EMSAR will expend significant time and effort in coordinating and staffing such services. In the event that Client cancels a scheduled service with less than one (1) business day’s notice to EMSAR, or the applicable Covered Equipment is not available to EMSAR for service at the scheduled time, Client will be charged for any travel-related expenses incurred by EMSAR, which will be evidenced by documentation submitted by EMSAR. 5. DOCUMENTATION AND RECORD KEEPING Accurate and complete records relating to any repairs and maintenance performed by EMSAR will be maintained by EMSAR and will be made available to Client upon request. 6. STANDARD OF CARE i) The Provider shall perform services under this Agreement in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other similar law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials, Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 4885-6196-2258, v. 3 7. TERM OF AGREEMENT Unless and until sooner terminated as provided below, EMSAR will provide the services detailed in this Agreement for a term of thirty-six (36) months, beginning on the Commencement Date indicated below (the “Initial Term”), and thereafter, the parties shall have the option to renew this Agreement by amendment for successive one-year periods. 8. TERM AND TERMINATION The Agreement shall commence on the date indicated on Page 1 of the Proposal and shall continue until EMSAR ceases to provide Services or the Agreement is canceled by either party by giving a ninety (90) days prior written notice of any such cancellation to the other party. If this Agreement is canceled during or before the expiration date of the Agreement, County will owe for the months covered up to the cancellation date of the Agreement and for any parts, labor, and travel charges, required to maintain Equipment, exceeding that already paid during the Agreement. In the event County has pre-paid for the services hereunder, any unused amount as of the date of cancellation shall be returned to the County on a pro-rata basis. Prior to termination of this Agreement, EMSAR reserves the right to suspend any and all services under this Agreement while Client is in default or breach of any terms of this Agreement. 9. PRICE GUARANTY AND AUTOMATIC ADJUSTMENTS EMSAR agrees to hold firm the rates per item as set forth in the Proposal for the Initial Term. Each year thereafter, such rates will automatically adjust to account for inflation and increases in costs-of-living. As such, each annual adjustment will not exceed three percent (3%), without further action or approval by either party. 10. TERMS OF PAYMENT Client agrees to pay EMSAR the annual amount set forth in the Proposal per annum for the Covered Services (the “Annual Fee”), subject to adjustments pursuant to Sections 7 and 8 hereof, which payment for the initial year of the Agreement will be due and payable in full at signing, and each subsequent yearly payment will be due and payable at each anniversary of the date of this Agreement. The maximum amount payable under this Section 10 for Covered Services over the term of this Agreement is not to exceed $10,000. All quoted prices are exclusive of taxes, if applicable. 11. WARRANTY; LIMITATION OF LIABILITY EMSAR warrants that its service will be free from defects in workmanship for thirty (30) days from the date of service. Any parts will be covered by the manufacturer’s standard warranty. This limited warranty applies to Covered Equipment used under normal and proper conditions and is void for any Gross Defects. Client’s sole remedy under this warranty is limited to repair or replacement of the defective part. To make a claim under this limited warranty, Client will promptly notify EMSAR. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, EMSAR MAKES NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED. EMSAR MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EMSAR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES SUSTAINED IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF EMSAR’S SERVICES OR PARTS. In no event will the aggregate liability of EMSAR, whether under contract, tort, or otherwise, exceed the aggregate Annual Fees actually received by EMSAR under this Agreement. 12. INDEMNITY DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 4885-6196-2258, v. 3 To the extent permitted by North Carolina law, Client will defend, indemnify and hold EMSAR, its officers, managers, personnel, affiliates and agents (collectively, “Representatives”) harmless from and against any and all claims and demands (including damages, liabilities, losses and expenses, including reasonable attorney’s fees, incurred in connection with such claims and demands) (“Claims”) made by any third parties against EMSAR arising from or relating to the Covered Equipment or any bodily injury (including death) or property damage related to the use and/or misuse of the Covered Equipment, except to the extent such Claims arise from the negligence or willful misconduct of EMSAR or its Representatives. Subject to the limitations in Section 11, EMSAR agrees to defend, indemnify and hold Client and its Representatives harmless from and against any and all Claims made by any third parties against Client in connection with the Covered Equipment arising from the negligence or willful misconduct of EMSAR or its Representatives. 13. NON-SOLICITATION Client acknowledges that EMSAR’s personnel and any person performing services on EMSAR’s behalf (collectively, “EMSAR Personnel”) are of great value to EMSAR and have been trained and developed by EMSAR at great cost. Client agrees that it will not, at any time during the term of this Agreement and for a period of two (2) years thereafter, employ or engage, attempt to employ or engage, or otherwise solicit for employment or engagement, any EMSAR Personnel, except with the prior written consent of EMSAR; provided, however, that the foregoing restrictions shall not prohibit Client from soliciting, employing or engaging any person who responds to a general advertisement or solicitation not specifically directed at any EMSAR Personnel. 14. FORCE MAJEURE EMSAR will make every effort not to cancel or reschedule any scheduled services. Notwithstanding the foregoing, EMSAR will not be liable for any loss, damage or delay or failure to perform, in whole or in part, caused by events beyond EMSAR’s reasonable control, including, but not limited to, acts of God, natural disasters, disease, epidemics, pandemics (including COVID-19), acts or omissions of any governmental authority, riot, war or similar hostility, strikes, labor stoppages or slowdowns or other labor disturbances. In the event of any such delay or failure to perform, Client’s sole remedy against EMSAR will be to terminate this Agreement under Section 7. 15. GOVERNING LAW; SURVIVAL; SEVERABILITY This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. The provisions of Sections 8, 11, 12, 15, 16 and 17 will survive the termination of this Agreement. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 16. ASSIGNMENT This Agreement will not be assigned by either party without the prior written consent of the other party, which consent will not unreasonably be withheld, conditioned or delayed. Notwithstanding the foregoing, EMSAR may assign this Agreement to a successor in interest upon a merger, reorganization, change of control, acquisition or sale of all or substantially all of the assets of EMSAR, or to a lender for collateral assignment purposes, in each case, without Client’s consent. Any assignment in violation of this Section will be void. 17. AMENDMENT This Agreement, including the Proposal, may only be amended with the consent of both parties in writing. DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 4885-6196-2258, v. 3 18. COMPLIANCE WITH LAWS Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement, Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement, Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. 19. DISPUTE RESOLUTION Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party; however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. 20. NON-APPROPRIATION AND GOVERNMENT ACTION Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. For the avoidance of doubt, no termination pursuant to this Section 19 shall release County for any liability for fees owed for services or products already provided by EMSAR to County or for any other liability that survives the termination of this Agreement in accordance herewith. 21. SIGNATURES This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 4885-6196-2258, v. 3 22. NOTICES Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name and Address Attention: Kirby Saunders Attention: Luc Vallieres PO Box 818 270 Davids Drive Hillsborough, NC 27278 Wilmington, OH 45177 23. INSURANCE General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance set forth in the Orange County Minimum Insurance Coverage Requirements, as in effect on the Effective Date (such document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. IN WITNESS WHEREOF, Client and EMSAR have executed this Agreement as of the day and year first above written. [INSERT PROPER COUNTY SIGNATURE BLOCK] By: ____________________________ Name: ___________________________ Title: ____________________________ CSA SERVICE SOLUTIONS, LLC (d/b/a EMSAR) By: ____________________________ Name: __Luc Vallieres____________ Title: ___CEO___________________ DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 Bonnie Hammersley County Manager emsar.com | 800.733.6727 Date EMSAR ADVANTAGE PROGRAM PROGRAM COVERAGE PO BOX 202887 Austin, TX 78720 Equipment Package Quantity Price Extended Price (16)Stretchers,(16) Stair Chairs, Lockdown Retention System – (4) Performance Loads 16 $300.00 $4,800.00 Stair Chair Only (Additional spares) 4 $150.00 $600.00 Power Load System (Parts Not Included) 10 $300.00 $3,000.00 Annual Amount: $8,400.00 PROGRAM SUMMARY / / EMSAR Signature Date Client Signature SITE INFORMATION & CONTACT PAGE EMSAR ADVANTAGE Rep: JAMES PARROTT Account Name: Orange County EMS Phone: (803) 468-3474 Contact: Kim Woodward, Operations Manager Email: james.parrott@emsar.com Address: 510 Meadowlands Dr, Hillsborough, NC 27278 Issue Date: 02/02/2022 Phone: (919) 245-6133 Email: kwoodward@orangecountync.gov *Includes all labor and travel costs *Includes 1 annual PM inspection including typical pm parts *Includes 1 unscheduled repair call per piece of equipment (all parts are billable on repair calls) *Includes product equipment checklists *Replacement parts do not include mattresses, batteries, electronic/hydraulic, and consumables. By signing below, you are agreeing to EMSAR’s terms and conditions of this proposal. For your convenience the terms can be found using this URL: https://www.emsar.com/emsar-terms-and-conditions. THE TERM OF THIS SERVICE AGREEMENT IS THIRTY-SIX (36) MONTHS COMMENCEMENT DATE: (If left blank, the Commencement Date will be the date of this Agreement). DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 4/17/2022 4/20/2022 emsar.com | 800.733.6727 Company Name Orange County EMS If Name Different Billing Address PO Box 8181, Hillsborough NC 27278 Name of Primary Contact Pertaining To Billing Lysa May ☒ Phone 919-245-6152 ☐ Fax ☐ Email Address lmay@orangecountync.gov Address of Locations Where Equipment Is Located 510 Meadowlands Drive, Hillsborough NC 27278 ☐ Address ☐ Address ☐ Address ☐ Address ☐ Address Name of Primary Contact Pertaining To Service Alton Matthews ☐ Work Phone 919-245-6156 ☐ Home Phone ☐ Cell Phone 919-316-0161 ☐ Email Address amatthews@orangecountync.gov Name of Secondary Contact Pertaining To Service ☐ Work Phone ☐ Home Phone ☐ Cell Phone 984-209-2190 ☐ Email Address rsenez@orangecountync.gov DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 emsar.com | 800.733.6727 Please complete the Contact Page and Asset List and email signed Proposal and Purchase Order, if applicable, to your EMSAR ADVANTAGE Rep. All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure. **Quote pricing valid for 30 days. ASSET LIST COMMENTS Item Ct. STRETCHER STRYKER 6506 STAIR CHAIR STRYKER 6252 FASTENER SYSTEM STRYKER 6390 - 6392 1 140439047 70440393 6390 - 180539600 2 140439048 100340536 6390 - 180539645 3 140439049 100340537 6390 - 180541198 4 140439050 100340538 6390 - 1907012400238 5 140439053 100340539 6390 - 1907012400240 6 150640633 100340540 6390 - 1908012400014 7 160341101 100340541 6390 - 1908012400102 8 180540599 100340542 6390 - 2102003500621 9 1908003500345 100739577 6390 - 2102003500622 10 1908003500585 100740560 6390 - 210301270036 11 1908003500470 100741138 6392 - 2018000800199 12 2102003500621 101041377 6392 - 2018000800229 13 2102003500622 11114173 6392 - 2018001000233 14 150339806 11114174 6392 - 2020000800125 15 180640779 101041322 16 2003003500289 120140979 17 110142644 18 110939402 19 120140610 20 150539735 21 22 23 24 DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 7 ORANGE COUNTY—DEPARTMENT USE ONLY ________________________________________________________________________ Party/Vendor Name: EMSAR Party/Vendor Contact Person: James Parrott Contact Phone: (803)468-3474 Party/Vendor Address: 270 Davids Drive City Wilmington State: OH Zip: 45177 Department: Emergency ServicesAmount: 8,400 Purpose: Stretcher Maintenance Budget Code(s):10757520-571000 Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No X Contract Type: (Check one) New Renewal X Amendment Effective Date 05-01-2022 Approved by Board Yes No X Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: Singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 4/17/2022 4/19/2022 4/20/2022 4/20/2022 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE LOCKTON COMPANIES 3657 BRIARPARK DRIVE, SUITE 700 HOUSTON TX 77042 866-260-3538 CSA Service Solutions, LLC. dba EMSAR 9208 Waterford Centre Blvd, #150 Austin TX 78758 The Charter Oak Fire Insurance Company 25615 Crum & Forster Specialty Insurance Co 44520 Travelers Property Casualty Co of America 25674 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 See Below XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 10,000,000 10,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Technology E&O and Professional Liability See Attached A 630-0T90914A 2/1/2022 1/1/2023 C TCM-102301 11/1/2021 11/1/2022 B CUP-0T911736 2/1/2022 1/1/2023 B UB6N98422A 9/1/2021 9/1/2022 NOT APPLICABLE 9/1/2022 1463631 N N N N N 1/27/2022 N N 17805168 17805168 XXXXXXX For Information Purposes Only X See Attachments DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 Technology E&O and Professional Liability Policy Number: TCM-102301 Carrier: Crum & Forster Specialty Insurance Co Policy Term: 11/1/2021 - 11/1/2022 Limits: $5,000,000 Aggregate $5,000,000 Each Claim $50,000 Retention Technology E&O and Professional Liability Retro Date: 09/1/2003 - $2,000,000 limit & 9/1/2017 - $3,000,000 xs $2,000,000 Attachment Code: D564693 Master ID: 1463631, Certificate ID: 17805168 DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4 Products/Completed Operations Liability Policy Number: ZPP-16P23481 Issuing Company: Travelers Property and Casualty Company of America Effective: 2/1/22-1/1/23 Limits: $10,000,000 General Aggregate $10,000,000 Each Occurrence $25,000 Deductible – Each Claim Attachment Code: D603537 Master ID: 1463631, Certificate ID: 17805168 DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4