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HomeMy WebLinkAboutC22-338 SADA_Google TranslateGoogle Cloud Platform Ordering Document SADA Systems, Inc. | 5250 Lankershim Blvd. | Los Angeles, CA | 91601                Customer Name:Eagle County Government Corporate Address:500 Broadway St, PO BOX 850, Eagle CO 81631 This Google Cloud Platform Ordering Document (the “Ordering Document“) between SADA Systems, Inc. (“SADA”) and Customer (as deƻned above) governs Customer’s access to and use of the GCP Services (which are deƻned below). The terms of the Google Cloud Platform Customer Agreement (as outlined in Exhibit A below) (the “GCP Agreement”) and are hereby incorporated into the terms of this Ordering Document by reference (collectively, the “Agreement”). The GCP Agreement establishes the terms under which SADA, as an authorized reseller of Google, Inc. (“Google”), will provide Customer with access to the Google Cloud Platform and establishes the terms under which SADA will provide Customer access to the services as described below. SADA is an authorized reseller under Carahsoft US Communities Contract #4400006642 Contact Information: Contact Main Contact Accounts Payable Tech Contact / Admin Full Name Brandon Williams Justin Patrick Scott Lingle Title Innovation and Strategy Manager Strategic Communications Director Director of Innovation and Technology Phone 970-328-8604 970-328-8614 970-328-3581 Email brandon.williams@eaglecou nty.us justin.patrick@eaglecounty.Scott.Lingle@eaglecounty.u s Deƻnitions and Terms: 1.Commitment Term. The Term for this Agreement is 14 months. Any reference to Termination for Convenience by either party in the GCP Agreement is null, void, and superseded by this Ordering Document. 2.Minimum Commitment.Customer will pay SADA a minimum amount under the Sub-Account (deƻned below) during the Commitment Periods as set forth below (“Minimum Commitment”), even if this Agreement has been terminated for reasons other than for SADA’s uncured material breach. The Minimum Commitment will not apply to or include any other fees (including under any other sub-account). Commitment Commitment Period Minimum Commitment Commitment Amount Google Cloud Platform Ordering Document | Eagle County Government                Period Deƻnition 1 From Implementation Date for 14 months Minimum Commitment 1 $87,745.00 USD 3.Subscription Pricing. Table 1 Subscription SKU Price Per year Quantity Total Amount 9A92-40AE-8D00 Enterprise Agreement for Public Sector Subscription 14 month term $1.00 87,745 $87,745.00 Qualifying Workload (subject to further review): ●The Google Cloud Enterprise Translation Hub (ETH), Cloud Storage, and AutoML services, and any other Google Cloud Platform Services (excluding the SKUs listed below) required for the Project, subject to the Restrictions. ●“Project” means translation of documents, to include: Microsoft Word (.docx), Microsoft Powerpoint (.pptx), Portable Document Format (.pdf), Google Documents and Google Slides including glossary and AutoML. ●“Restrictions” means the following restrictions or assumptions applicable to the Project: ●Customer has been advised that some products in this Project are Pre-GA offerings ●ETH is intended for document translation and not intended for website content ●translation. ●The Qualifying GCP SKUs do not include (i) any SKUs for Apigee, Looker, Chronicle, Google Cloud VMware Engine, Cloud Security Command Center, BeyondCorp Enterprise, Google Workspace, the Google Cloud Marketplace, ReCaptcha, GCP products that require separate subscriptions, Bare Metal, and Maps or Maps API services; and (ii) for the avoidance of doubt, any third party solutions used by the Customer in connection with the Project. ●Customer may use the Enterprise Agreement for Public Sector Subscription for any GCP services needed to implement the Qualifying Workload as described below during the deƻned subscription period. 4.Termination.If the Agreement or this Ordering Document terminates in accordance with the Agreement before the end of the Subscription Term for any reason other than SADA’s uncured material breach, all unpaid Subscription Fees remaining for the duration of the Subscription Term will become due and payable upon termination. 5.Auto-Renewal.This Ordering Document does not auto renew. 6.Sub-Account.The Minimum Commitment will be applied to the following Sub-Account of the Customer’s Account (the “Sub-Account”), and this Agreement and its terms apply only to the Sub-Account: CUSTOMER NAME:Eagle County Government (the “Relevant Customer”) Google Cloud Platform Ordering Document | Eagle County Government                SUB-ACCOUNT BILLING ID:010E37-BAD658-D0572C Relevant Customer will not allow any other third party to beneƻt directly or indirectly from the Minimum Commitment Discounts. Relevant Customer will not transfer, assign or re-allocate the Sub-Account to any other third party. 7.SADA Customer Experience Capabilities.During the Commitment Term, SADA will provide comprehensive Customer Experience Services including the following deliverables: Named Resource SADA will provide Customer a named resource that will help orchestrate Customer activities and respond to questions and requests. Consumption Tracking The named resource will assist the Customer tracking their commitment and understanding the commitment requirements. The named resource will exert its commercially reasonable best efforts to drive communication with Customer on a regular basis. Support Oversight Responsible for overseeing responsive and meaningful support interactions and escalating issues to Google and SADA engineering resources. 8.Sales Tax.All sales taxes, including State sales tax, and Local sales tax which are properly payable in connection with this Agreement under the Applicable law shall be paid by Customer. If Customer is tax exempt, then it is incumbent upon Customer to declare its exemption by initializing below: _________ Initials (Customer must initial here if claiming tax exempt status.Acceptance of exempt status is contingent upon Customer providing SADA with a tax exemption certificate, prior to the effective date of this Ordering Document.) 9.Pro-Rata Minimum Commitment.The Minimum Commitment will be pro-rated on a daily basis to the termination date and Customer will not be liable for the remaining Minimum Commitment applicable to the period following termination if Customer terminates this Agreement for SADA’s uncured material breach. 10.Minimum Commitment True Up Payment.Subject to the “Pro-rata Minimum Commitment” Section of this Ordering Document, at the end of the Commitment Period or on the effective date of any earlier termination, if Customer has failed to pay the Minimum Commitment, Customer will pay an amount equal to the difference between the Minimum Commitment and the amount of GCP Consumption Fees for Services Customer paid SADA under the Sub-Account during the Commitment Period (the “True Up Amount”). All paid and payable amounts referenced in this Ordering Document are net of Taxes. SADA will invoice Customer for the True Up Amount, and Customer will pay such amount, each in accordance with this Ordering Document’s “Payment Terms” section. Google Cloud Platform Ordering Document | Eagle County Government                11.Local Currency.When charging in local currency, SADA (through Google) will convert the prices in this Agreement into applicable local currency according to the conversion rates published by leading ƻnancial institutions from time to time. 12.Miscellaneous.The “Deƻnitions”, “Minimum Commitment(s)”, “Minimum Commitment True Up Payment”, “Pro-Rata Minimum Commitment”, and “Miscellaneous” sections of this Agreement will survive any termination of this Agreement. 13.Deƻnitions. ●“Implementation Date” means no later than ƻfteen (15) business days after the Agreement Effective Date. ●“Commitment Period” means a designated period of time deƻned in this Ordering Document during which Customer agrees to pay SADA a speciƻed amount, subject to the terms of this Ordering Document and the Agreement. ●““Relevant Customer” means the Customer whose Service usage is linked to the Sub-Account(s) as of this Ordering Document’s Effective Date. ●“GCP Services” means the services listed at https://cloud.google.com/terms/services. ●“Fees URL” means https://cloud.google.com/skus. ●“Subscription Term” means the period starting on the Implementation Date and continuing for speciƻed duration during which Customer may use the Subscription Services under this Agreement. ●“Subscription SKU” means each SKU for Google Cloud Platform Services identiƻed in Table 1. ●“Qualifying Workload”- A Qualifying Workload means a workload approved in writing by an authorized Google Technical Representative. The Qualifying Workload will be shown in the applicable order GCP Admin Account(s) (REQUIRED BEFORE SADA CAN PROVIDE SUPPORT): Please input the email addresses of any individual managing the GCP billing ID, payment, or projects. 1.Scott Lingle,Scott.Lingle@eaglecounty.us 2. 3. Please add the primary company domain only: eaglecounty.us Payment Terms: Invoices are sent monthly based on the GCP Consumption Fees. Payment is due within 30 days of receiving an invoice. Payment is in US Dollars and is accepted by check, ACH/EFT. Bank Information Automated Clearing House (ACH) or Electronic Funds Transfer (EFT) Wells Fargo Bank Swift Code: WFBIUS6 Remittance Address: SADA Systems, Inc 5250 Lankershim Blvd., Suite 620 North Hollywood, CA 91601 Google Cloud Platform Ordering Document | Eagle County Government                464 California St. San Francisco, CA 94104 Routing Number: 121042882 Bank Account Name: SADA Systems, Inc. Bank Account Number: 7757670067 ATTN: Accounting Notices: Any notices under this Agreement will be directed, if to SADA, at: Patrick Monaghan, Chief Legal Officer SADA Systems, Inc. 5250 Lankershim Blvd., Suite 620 North Hollywood, CA 91601 Email: legal@sada.com and if to Customer, at the Main Contact above. 8JUIBDPQZUP &BHMF$PVOUZ"UUPSOFZ #SPBEXBZ 1PTU0GGJDF#PY &BHMF $P 5FMFQIPOF &.BJMBUUZ!FBHMFDPVOUZVT CUSTOMER ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT, AND UNDERSTANDS AND AGREES TO BE LEGALLY BOUND BY THE TERMS. IN WITNESS WHEREOF, this Agreement has been executed by the parties through their duly authorized officers. SADA Systems, Inc. _________________________________________ Print name: _____________________________ Print title: _______________________________ Effective Date: __________________________ $PVOUZPG&BHMF 4UBUFPG$PMPSBEP #ZBOE 5ISPVHI*UT$PVOUZ.BOBHFS _________________________________________ Print name: _____________________________ Print title: ___$PVOUZ.BOBHFS____________ Date: ___________________________________ Google Cloud Platform Ordering Document | Eagle County Government -HII6KUROO                          EXHIBIT A GOOGLE CLOUD PLATFORM CUSTOMER AGREEMENT This GOOGLE CLOUD PLATFORM CUSTOMER AGREEMENT (this “Agreement”), is made and entered into as of the date the last party executes the Google Cloud Platform Ordering Document (the “Ordering Document”), thereby indicating acceptance of the terms of this Agreement between SADA Systems, Inc., a California corporation, with offices at 5250 Lankershim Blvd., Suite 620, North Hollywood, CA 91601 (“SADA”), and the customer identified in the Ordering Document ("Customer"). The terms of the Ordering Document are incorporated herein by this reference. IT IS RECOMMENDED THAT YOU PRINT A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE. 1. PROVISION OF THE SERVICES 1.1 Services. This Agreement establishes the terms under which SADA, as an authorized reseller of Carahsoft Technology Corp. (“Carahsoft”) and Google, Inc. (“Google”), will provide Customer with access to the Google Cloud Platform services set forth in the Ordering Document. Customer acknowledges and agrees that this Agreement, including the Google TOS (as defined in Section 1.3) govern Customer’s use of the Services but does not govern implementation and deployment services performed by SADA, if any, which will be performed under a separate Master Professional Services Agreement between SADA and Customer. 1.2 Customer Responsibilities.Customer shall be solely responsible for (a) creating the Google Cloud Platform organization; (b) provisioning accounts for SADA resources; and (c) associating their project to SADA billing accounts. 1.3 Google Terms of Service. The Services are provided by Google and the Google TOS governs Customer’s access to and use of the Services. For purposes of this Agreement, the “Google TOS” means the End User License Agreement for Google Cloud Platform, which governs use of the Services, at https://static.carahsoft.com/concrete/files/9015/8531/3869/Public_Sector_Terms_of_Service_-_GCP_-_20 20_1.pdf (or such other URL as Carahsoft may provide). The Google TOS is incorporated herein by this reference. Customer hereby accepts and agrees to the Google TOS, without alteration or amendment. The Google TOS will supersede any click-through or other terms of service that may be presented to Customer electronically upon Customer’s first login to the Services. Capitalized terms used in this Agreement that are not defined herein are defined in the Google TOS. All references to “Reseller and/or Distributor” in the Google TOS are references to SADA, for purposes of this Agreement, and any reference in the GCP TOS to a “Master Agreement” is a reference to this Agreement. 2. ADDITIONAL TERMS 2.1 Additional Terms. SADA represents and warrants that it is (a) an authorized reseller of Google Cloud Platform services and (b) permitted to pass through any rights or obligations of Google set forth in the Google TOS. 3. SUPPORT Customer will respond to questions and complaints from Customer’s End Users or third parties relating to Customer’s or End Users’ use of the Services. Subject to payment of the applicable support Fees (as defined in Section 4.2 below), SADA will provide front-line technical support directly to Customer’s technology administrators with respect to questions, complaints and other support issues that Customer cannot resolve, and SADA is hereby authorized by Customer to submit Customer support issues to Google on behalf of Customer. If Customer has purchased support from Google, Customer may also Google Cloud Platform Ordering Document | Eagle County Government                escalate support requests to Google in accordance with Google’s TSS Guidelines. Certain TSS levels include a minimum recurring Fee as described in the “Fees” definition set forth in Section 4.2. If Customer downgrades its TSS level during any calendar month, SADA (and/or Google, if applicable) may continue to provide TSS at the same level and charge the TSS Fees for the remainder of that month before the downgrade becomes effective. 4. PAYMENT TERMS 4.1 Fees. “Fees” means the applicable fees for each Service and TSS, and any applicable Taxes (as defined in Section 4.4). The applicable fees for each Service are set forth at https://cloud.google.com/skus. 4.2 Invoicing. Except for those Fees to be prepaid in accordance with the terms of the Ordering Document, if any, at the end of the applicable Fee Accrual Period, SADA will issue an invoice to Customer for all charges based on (A) Customer’s use of the Services during the previous Fee Accrual Period (including, if any, the relevant Fee for TSS set forth in the Fees definition and any after-hours support charges in accordance with Section 4.3). Customer will be responsible for all Fees up to the amount set in the Account and will pay all Fees in U.S. dollars. Unless other payment terms are set forth in the Ordering Document, fees are due 30 days from the invoice date. Customer’s obligation to pay all Fees is non-cancellable. Google’s measurement of Customer’s use of the Services is final. 4.3 Support Charges. Any support to be provided by SADA under Section 3 of this Agreement will be performed on business days between the hours of 6:00 a.m. to 6:00 p.m. Pacific Time, at no additional cost. In the event any support services are requested by Customer outside of regular business hours for “P1” support issues related to (a) a defect or outage causing the software or product to be unusable, and/or (b) the unavailability of a major function, for which SADA is unable to determine an acceptable bypass/ workaround, SADA shall also render such support services to Customer at no additional cost. 4.4 Taxes. Customer is responsible for any duties, customs fees, or taxes (other than SADA’s income tax) associated with Customer’s purchase of the Services, including any related penalties or interest (“Taxes”), and Customer will pay SADA for the Services without any reduction for such amounts. If SADA is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides SADA with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to SADA, Customer must provide SADA with an official tax receipt or other appropriate documentation to support such withholding. If required under applicable law, Customer will provide SADA with applicable tax identification information that SADA may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse SADA for) any taxes, interest, penalties or fines arising out of any mis-declaration by Customer. 4.5 Invoice Disputes and Refunds. Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to SADA or Google, SADA will issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, SADA will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within sixty (60) days after charged. Refunds (if any) are at the discretion of SADA and Google and will only be in the form of a credit for the Services. Notwithstanding any dispute, Customer will pay the undisputed portion of an invoice when due. 4.6 Delinquent Payments. If Customer is late on payment for the Services, SADA reserves the right to suspend the Services or terminate this Agreement for breach, in addition to any other remedies Google Cloud Platform Ordering Document | Eagle County Government                available under applicable law. 4.7 Purchase Orders. For clarity, Customer is obligated to pay all applicable Fees without any requirement for SADA to provide a purchase order number on SADA’s invoice (or otherwise). However, Customer may require a Purchase Order (“PO”) to be submitted along with any invoice for payment of Fees under this Agreement. For the avoidance of doubt, in the event of a conflict of terms and conditions between a PO and this Agreement (including, without limitation, the Google TOS), the terms and conditions of this Agreement shall take precedence in each case. Any terms and conditions in any PO are hereby rendered null and void, even if the terms and conditions of any PO state that its terms supersede any other conflicting terms. 5. PROCESSING OF PERSONAL DATA ON CUSTOMER’S BEHALF 5.1 Both Parties acknowledge and agree that SADA will have no access to Customer and/or End User data stored on Google Cloud Platform. To the extent any European Data Protection Legislation or Non-European Data Protection Legislation applies to the performance of SADA’s duties as reseller under this Agreement, SADA shall be liable to Customer for its non-compliance. 5.2 Customer as Controller. Customer agrees that SADA and Google are processors, and Customer is the controller, of any personal data referenced in this Article 5. 5.3 Definitions. For purposes of this Agreement, “European Data Protection Legislation” means, as applicable: (1) any national provisions adopted pursuant to Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data (the “Directive”); (2) the Federal Data Protection Act of 10 June 1992 (Switzerland); (3) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/E (the “GDPR”); and/or (4) any other data protection or privacy legislation in force in the EEA or Switzerland. The term “Non-European Data Protection Legislation” means any applicable data protection and privacy legislation, guidelines and industry standards, other than the European Data Protection Legislation. The terms “processing”, “processed”, “personal data”, “processor”, and “controller” as used in this Article 5 have the meanings given such terms in the European Data Protection Legislation. 6. GENERAL PROVISIONS 6.1 Notices. All notices, consents, approvals, acknowledgements and waivers under this Agreement must be in writing and delivered to the applicable party, sent to Customer’s address set forth in the Ordering Document in the case of Customer, and in the case of SADA, sent to the attention of SADA’s Chief Legal Officer via email to legal@sada.com. SADA and Customer each agree that notices and other communications under this Agreement may be received by email, unless otherwise required by law. Notice will be deemed given: (A) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (B) when verified by automated receipt or electronic logs if sent by email. A party may change its address or designee for notification purposes by giving the other party written notice of the new address or designee and the date upon which it will become effective. 6.2 Authorization; Binding Nature and Assignment. Each party represents and warrants to the other that: (A) it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement; and (B) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of such party. This Agreement will be binding upon the parties and their respective successors and assigns. SADA may assign this Agreement in connection with a merger, change of control, consolidation, or sale or other disposition of all or Google Cloud Platform Ordering Document | Eagle County Government                substantially all of its assets. Customer may assign this Agreement to an Affiliate without SADA’s written consent, but only if: (A) the assignee agrees in writing to be bound by the terms of this Agreement; (B) Customer remains liable for obligations incurred under this Agreement if the assignee defaults on them; and (C) Customer has notified SADA of the assignment. Any other assignment is void, except with the other party’s prior written consent. 6.3 Communications with Google. Customer hereby consents and agrees that SADA may provide Google with contact details for Customer to allow Google to communicate directly with Customer for the following purposes: (A) to conduct customer service and satisfaction surveys; (B) as required to ensure Customer is provided with options to maintain continuity of the Services (including, if applicable, any scenario in which SADA’s authorization to continue to resell or provision the Services has been terminated); (C) for purposes related to the provisioning of the Services to Customer’s account, in relation to any Services updates or security incidents; and (D) as required to execute any non-standard Customer orders. Customer also agrees that Google may use such contact details to inform Customer about new or additional Google products related to the Services, provided that Google will take reasonable steps to allow Customer to opt out of receiving such Google product communications at any time. 6.4 Publicity. Customer acknowledges and agrees that SADA has the right to: (i) identify Customer as a customer of SADA and/or identify Customer as a User of the Services on SADA’s website, social media, marketing materials or public announcement; (ii) use Customer’s name and logo (in accordance with any trademark guidelines Customer provides); and (iii) subject to Customer’s prior written consent, participate in SADA case studies or testimonials in connection with the Services . Customer may revoke any of the aforementioned rights at any time by contacting legal@sada.com. 6.5 Third Party Beneficiary. The parties agree that Google is a third-party beneficiary of this Agreement. There are no other third-party beneficiaries to this Agreement. 6.6 No Agency. SADA, Google and Customer are independent contractors and this Agreement does not create an agency, partnership or joint venture. Customer acknowledges that SADA is not an agent or partner of Google or in a joint venture with Google and SADA has no authority to bind Google or to change any terms, conditions, warranties or covenants made by Google. 6.7 Entire Agreement; Incorporation; Order of Precedence. This Agreement, the Ordering Document(s), and the Google TOS terms, as amended in Section 1.2 of this Agreement, which are incorporated herein for all purposes, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede any prior or contemporaneous agreements on that subject. In the event of any conflict between the documents that make up this Agreement, the documents will control in the following order: this Agreement, the amended Google TOS, and the terms of any other URL referenced herein or therein. Notwithstanding the foregoing in Section 4.7, the terms and conditions of any PO shall not take precedence over the aforementioned agreements, even if the PO has language stating its terms supersede any other conflicting terms. Google Cloud Platform Ordering Document | Eagle County Government                6/21/2022 LBW Insurance & Financial Services, Inc. 28055 Smyth Drive Valencia CA 91355 Liliana Lopez (661)702-6000 (661)702-6060 lilianal@lbwinsurance.com SADA Systems, Inc 5250 Lankershim Blvd. 620 North Hollywood CA 91601 Hanover Insurance Group 22292 Hartford Fire Insurance co 19682 22-23 A x X ZZ3-J027559-00 6/5/2022 6/5/2023 1,000,000 100,000 10,000 2,000,000 2,000,000 2,000,000 A x x ZZ3-J027559-00 6/5/2022 6/5/2023 $1,000,000 A X x UH3-J027560-00 6/5/2022 6/5/2023 10,000,000 10,000,000 B 72WEZU6419 4/1/2022 4/1/2023 x 1,000,000 1,000,000 1,000,000 A Prof./ Liab. & Technology LH3996316300 5/1/2022 5/1/2023 Limit:$5,000,000 E&O/Privacy/Network/Cyber Retention:$50,000 Proof of Coverage Liliana Lopez/LILI The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401)