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Home My WebLink AboutReso 137-2023 (23-666)Short Form Services Agreement [Rev:11/14/2016] 1 SOUTH SAN FRANCISCO SERVICES AGREEMENT This Services Agreement (this “Agreement”) is made and entered into between the City of South San Francisco, a municipal corporation (“City”) and Plante & Moran, PLLC (“Consultant”) effective as of August 4, 2023 (the “Effective Date”). City and Consultant are hereinafter collectively referred to as (the “Parties”). In consideration of their mutual covenants, the Parties hereby agree as follows: 1. Scope of Services. Consultant shall provide the following services and/or materials (“the Work”): Provide a needs assessment for ERP Replacement Services, as more specifically described in the Scope of Services, attached hereto as Exhibit A. The Work shall commence on September 13, 2023, and shall be completed to the satisfaction of the City by June 30, 2024 unless such date is extended or otherwise modified by the City in writing. In the event of a conflict or inconsistency between the text of the main body of this Agreement and Exhibit A, the text of the main body of this Agreement shall prevail. 2. Payment. City shall pay Consultant an amount not to exceed: One Hundred Ninety- Seven Thousand Six Hundred Eight Dollars ($197,680.00) for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. The calculation of payment for the Work shall be set forth as follows: Plante Moran will invoice the City on a monthly basis for services rendered in the prior month. The amount stated above is the entire compensation payable to Consultant for the Work performed hereunder, including all labor, materials, tools and equipment furnished by Consultant. City shall make payments, based on invoices received, for Work satisfactorily performed. City shall have thirty (30) days from the receipt of an invoice to pay Consultant. 3. Independent Contractor. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the City and Consultant. At all times Consultant shall be an independent contractor and City shall not control the manner of Consultant accomplishing the Work. Consultant is not authorized to bind the City to any contracts or other obligations without the express written consent of the City. 4. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”), in each case to the extent arising out of or in connection with Consultant’s negligence or willful misconduct in Consultant’s performance of, or its failure to comply with, obligations under this Agreement, except such Liability caused by the negligence or willful misconduct of the City Indemnitees. 5. Insurance. Prior to beginning the Work and continuing throughout the term of this Agreement, Consultant (and any subcontractors) shall, at Consultant’s (or subcontractor’s) sole cost and expense, furnish the City with certificates of insurance evidencing that Consultant has obtained and maintains insurance in the following amounts: A. Workers’ Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage (subject to policy exclusions and limitations). The policy shall also include coverage for liability arising out of the use and operation Short Form Services Agreement [Rev:11/14/2016] 2 of any City-owned or City-furnished equipment used or operated by the Consultant, its personnel, agents or subcontractors. C. Automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for hired and non-owned vehicles. D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. All insurance policies except the professional liability insurance shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Consultant’s insurance. If the Consultant’s insurance policy includes a self- insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. The City’s Risk Manager may waive or modify any of the insurance requirements of this section. 6. Compliance with all Applicable Laws; Nondiscrimination. Consultant shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement. Consultant shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 7. Termination. City may terminate or suspend this Agreement at any time and without cause upon written notification to Consultant. Upon receipt of notice of termination or suspension, Consultant shall immediately stop all work in progress under this Agreement. The City's right of termination shall be in addition to all other remedies available under law to the City. 8. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant Short Form Services Agreement [Rev:11/14/2016] 3 for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. (A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. (B) Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 9. Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 10. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 12. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount which may become due to Consultant pursuant to this Agreement. 13. Prevailing Party. In the event that either party to this Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding. 14. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Short Form Services Agreement [Rev:11/14/2016] 4 Consultant: Plante & Moran, PLLC 3000 Town Center, Suite 100 Southfield, MI 48075 City: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 15. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 16. Assignment, Governing Law. The Consultant may not assign any of Consultant’s obligations under this Agreement without the City’s prior written approval. This Agreement is governed by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state of California, and shall be venued in the County of San Mateo. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. CITY: CONSULTANT: By: _____________________________ By: _________________________ Sharon Ranals, City Manager Print Name: ___________________ Title: ________________________ APPROVED AS TO FORM: Company: _____________________ Date: ___________________________ ____________________________ City Attorney 2729961.1 Needs Assessment for ERP Replacement Services City of South San Francisco PLANTE MORAN |4 Executive Summary and Understanding of Required Services Our understanding of the City’s requirements We have read and understand the requirements in your RFP. You are seeking a qualified partner, who can assist the City with documenting requirements, developing an RFP and ultimately selecting a new ERP system to support the City’s needs. The scope includes: Documenting and analyzing your current business systems and processes; Identifying gaps in functionality, inaccuracies and inefficiencies; Developing an action plan to implement a new ERP system at the City. Documenting new features to be gained through a modern system; Developing functional and technical requirements for a new ERP system; and Developing the RFP, evaluating responses and assisting with selecting a new solution. Helping manage the implementation for the City once a system is selected. The expertise we bring to the table Plante Moran has been providing ERP system needs assessment, software selection, and implementation consulting services to public sector clients for the last 40 years, which we believe is the most years of continuous municipal software consulting experience of any firm providing similar services to the public sector. The list below highlights a subset of clients whom Plante Moran has served to evaluate and/or replace legacy systems.Those with an * after their name represent clients who replaced a Tyler Eden legacy system. City of Santa Maria, CA* Placer County Water Agency, CA City of San Mateo, CA* City of Carlsbad, CA Monterey County, CA Marin County, CA City of St. Charles, MO City of Asheville, NC City of Columbia, MO City of Pueblo, CO City of Bend, OR City of Paducah, KY City of Winter Park, FL Montgomery County, TX City of Baton Rouge, LA City of Coral Springs, FL Gulf Coast Authority, TX* City of Longview, TX* Village of Elk Grove, IL Miami-Dade County, FL Milwaukee County, WI Anoka County, MN Gwinnett County, GA Project workplan Our consultants have developed a proven methodology and tools to mitigate risk and achieve project success. Tasks 1 through 5 outlined in the methodology below typically takes around 12 months to complete upon project initiation. A detailed timeline will be provided and discussed during project initiation. Our methodology for this project includes the following key tasks to meet the City’s needs: Here’s our roadmap to meeting your needs: ([KLELW$ Needs Assessment for ERP Replacement Services City of South San Francisco PLANTE MORAN |5 Task 1: Project Management We will set up the project for success by defining project scope, deliverables, and timetables. These objectives will be accomplished through the development of a project organizational structure, project charter, detailed project plan, and regularly scheduled progress meetings. Specific project management steps are defined below. Project activities Deliverables / Action items 1.1 Initiate the project and define project structure Host project initiation meeting to define governance structure, scope, deliverables, timelines, and a project management plan 1.2 Establish project collaboration center Establish collaboration site to serve as a repository for documentation developed during the engagement 1.3 Develop project charter Project charter document detailing project roles and responsibilities, objectives, and scope of the project team 1.4 Develop and finalize project schedule/plan Develop a detailed project schedule and plan Develop project communications plan 1.5 Coordinate status meetings Schedule regular meetings with the City to provide updates Task 2: Needs Assessment, Gap Analysis, and Action Plan We’ll perform a process and needs assessment and gather functional requirements needed to streamline the City’s business practices. We’ll review current documents and confirm important details with process owners and end users in interviews. Information from this phase will feed into the request for proposal (RFP) for an ERP. This task combines task 2 (needs assessment/gap analysis) with task 4 (action plan) of the City’s RFP as these two items are complementary the City will receive greater benefit in completing these together. The Gap Analysis portion of the assessment will identify opportunities for improvement while the action plan will build on opportunities identified by sharing steps to make improvements. Project activities Deliverables / Action items 2.1 Educational demonstration guidance Provide guidance on potential ERP solutions Share sample educational demonstration agenda Discuss City approach to educational software demonstrations 2.2 Review key source documents Collect and review the City supporting documents for the ERP project Review City's existing systems, process maps, procedures, and policies 2.3 Conduct infrastructure review Distribute technical questionnaire and perform technical interview Document infrastructure readiness for a new ERP system Needs Assessment for ERP Replacement Services City of South San Francisco PLANTE MORAN |6 Project activities Deliverables / Action items 2.4 Project kick-off meeting and stakeholder interviews Facilitate Citywide kick-off meeting Coordinate and conduct interviews with process owners, key stakeholders, City departments, and executive leadership Educate City staff on best practices to begin change management 2.5 Prepare current and future state process maps (10 processes) – OPTIONAL Determine up to ten (10) key business processes to document Discuss and develop current state processes in stakeholder interviews Create future state process maps to show process improvements from current state and facilitate conversations to discuss changes 2.6 Document findings and opportunities for improvement Document gaps where current practice deviates from best practice Share opportunities for improvement from the current state that can be achieved along that are prioritized by type and timing 2.7 Assist with decision making process for improvement opportunities - OPTIONAL Assist with decision making process for opportunities identified in task 2.4 to prioritize documented opportunities by determining timing, decision maker, and next steps so that the City can start making improvements. Facilitate up to eight (8) meetings with the City to assist this process 2.8 Define software requirements and use cases Develop a list of prioritized functional and technical ERP system requirements for the City to review Prioritize requirements as either essential, desired, and optional 2.9 Develop ERP assessment, gap analysis, and action plan Develop an assessment/gap analysis with findings and opportunities Document an action plan for next steps and key considerations for selection such as risks, deployment, staffing, timeline, etc. Share marketplace overview information including ERP trends Task 3: Develop Request for Proposals (RFP) Using the findings from the Needs Assessment and Gap Analysis, our team will build an RFP that will fit the City’s unique requirements. We will work with the City’s purchasing staff to determine the best approach to develop guidelines, requirements, desired interfaces, and any required forms from the vendors. Project activities Deliverables / Action items 3.1 Develop solution selection criteria and define decision making process Establish solution selection criteria for vendor proposals Identify procurement advisory and selection team candidates Create scoring templates for evaluators with selected criteria Needs Assessment for ERP Replacement Services City of South San Francisco PLANTE MORAN |7 Project activities Deliverables / Action items 3.2 RFP preparation and delivery planning Distribute and discuss procurement planning matrix for the RFP Confirm procurement decisions prior to developing the RFP 3.3 Develop enterprise application migration plan and interface requirements Document application migration plan with recommend applications to be replaced, maintained, or integrated with the selected ERP system Identify interface listing for systems that will be maintained 3.4 Develop request for proposal (RFP) document Develop an ERP RFP to solicit vendor responses which will include background information on City and scope, proposal submission guidelines, requirements, desired interfaces, etc. Meet with City to review and finalize the RFP document Create pricing forms and vendor forms to distribute with the RFP 3.5 Assist with distribution of RFP document Distribute RFP with pricing forms, requirements, and vendor forms Create vendor contact distribution list to notify of the RFP release Task 4: Evaluation and Selection of Vendor This phase includes review of vendor proposals, coordination of vendor demonstrations, interviews, and facilitation of selection committee. Ultimately, the City will select semi-finalist and finalist ERP system(s) and vendor(s) based on selection criteria. We’ll provide coaching to the City throughout the process. Project activities Deliverables / Action items 4.1 RFP Pre-proposal activities Draft an agenda for the vendor pre-proposal meeting and attend Provide draft responses to vendor questions for the addendum 4.2 Develop vendor demonstration materials Develop materials to use during vendor demonstration or interviews Facilitate City review process of vendor demonstration materials 4.3 Analyze and evaluate ERP vendor proposals Analyze vendor proposal responses and provide analysis: requirements compliance analysis, cost analysis, and vendor comparison Facilitation of proposal analysis meeting to introduce analysis tools 4.4 Facilitate vendor shortlist process Compile scoring forms for City to shortlist semi-finalist vendors Participate in proposal review meetings to help with shortlist process 4.5 Support vendor solution interviews and demonstrations Coordinate a recommended two step approach for demonstrations starting with half day interviews (step 1) for shortlist vendors followed by potential multi-day demonstrations (step 2) for finalist vendors Provide interview agendas and facilitate up to four (4) interviews Provide demonstration agendas for lengthier demonstrations Needs Assessment for ERP Replacement Services City of South San Francisco PLANTE MORAN |8 Project activities Deliverables / Action items 4.6 Support post- demonstration due diligence activities Provide vendor reference checking forms Help the City prepare for site visits to reference sites Assist with review of any follow-up questions/answers for vendors 4.7 Assist in the selection of the preferred vendor Compile final scoring forms completed by City staff Facilitate a meeting to select finalist vendor Task 5: Contract Negotiations We will review the license and support agreements provided by the vendor and help the City plan for changes to the contractual terms, conditions, and costs. to protect the City’s long-term interests. The City will make management decisions and determine the approach with us about who will facilitate the negotiations. Project activities Deliverables / Action items 5.1 Contract negotiations advisory services Review contract and discuss contract negotiation strategy Recommended terms and conditions and strategies for SOW development Task 6: Implementation project management assistance The scope of this phase will involve all activities to initiate, plan, configure, test, and accept the in-scope ERP solution identified. Project activities Deliverables / Action items 6.1 Project initiation and implementation planning support services Facilitate start-up activities including to align the City and vendor Develop implementation plan documents (including project plan) Customize project management tools for budget monitoring, deliverables tracking, and roles and responsibilities 6.2 Project execution and control support services Support project management activities such as monitoring issues and action items listing, risks, change orders, budget tracking, etc. Work with vendor to manage the implementation scope and schedule Participate in project management status meetings with the vendor 6.3 Project closing and post- implementation support Determine ongoing support procedures Close out contracts and conduct project debriefing sessions Needs Assessment for ERP Replacement Services City of South San Francisco PLANTE MORAN |1 5 Fees and Charges Plante Moran proposes a firm, fixed-fee schedule for the non-optional proposed services. We would like to emphasize that our cost and work plan are flexible and we welcome the opportunity to work with the City to finalize a work plan and costs that meet your needs. Pricing outlined is based upon the project fee assumptions provided within this cost proposal. Phase Proposed fees Task 1: Project Management $31,920 Task 2: Needs Assessment, Gap Analysis, and Action Plan $70,840 Task 3: Develop a Request for Proposals (RFP)$17,080 Task 4: Evaluation and Selection of Vendor $44,240 Task 5: Contract Negotiations $14,000 Task 6: Implementation Project Management Assistance $360,000 Total of proposed items only (excluding implementation) $178,080 Fee assumptions Plante Moran’s fees for the engagement described in the project approach section are based upon the assumptions listed below. Should these assumptions change, we would adjust our professional fees accordingly, in consultation with the City. Project Resources and Governance 1. The City will assign appropriate qualified staff to key project roles and maintain consistency of its resources. 2. The City will assign a project manager for all phases that will work directly with Plante Moran staff. Project status meetings will be conducted remotely and occur no more than bi-weekly. 3. City staff are available for interviews scheduled by Plante Moran and the City’s project manager. Service Delivery 4. Plante Moran will deliver all services for all engagement phases in a hybrid manner, with key project activities performed on-site, unless specified and mutually agreed upon in project plan. (1) Our proposed pricing assumes that the following key activities will be performed on-site: project kick-off, stakeholder interviews, and vendor interviews. Plante Moran Billing Schedule Plante Moran proposed a not-to-exceed total contract amount for the proposed services. Plante Moran will invoice the City on a monthly basis for services rendered in the prior month. Hours identified according to the activities listed may be reallocated to different phases to meet project needs in consultation with Plante Moran to provide greater flexibility at the City’s option, but will not exceed the total not-to-exceed total contract amount. 1 Dawson, Joanna From:Brian Pesis <[email protected]> Sent:Tuesday, August 15, 2023 8:33 AM To:Dawson, Joanna; Barrera, Tony Cc:Mike Riffel Subject:RE: City of SSF - RFP 2023-ITRFP-003 (ERP) [NOTICE: This message originated outside of City of South San Francisco -- DO NOT CLICK on links or open attachments unless you are sure the content is safe.] That’s correct, it does not apply. Brian Pesis | Senior Manager | Management Consulting Plante Moran, 8181 East Tufts Avenue, Suite 600, Denver, Colorado 80237 Direct Dial: 303.846.1260 I’m on Mountain Time From: Dawson, Joanna <[email protected]> Sent: Monday, August 14, 2023 4:42 PM To: Brian Pesis <[email protected]>; Barrera, Tony <[email protected]> Cc: Mike Riffel <[email protected]> Subject: RE: City of SSF - RFP 2023-ITRFP-003 (ERP) ATTENTION: This email was sent to Plante Moran from an external source. Please be extra vigilant when opening attachments or clicking links. Hi Brian, I forgot to ask, does the 590 Form not apply to your business? 2022 Form 590 Withholding Exemption Certificate Thank you, Joanna From: Dawson, Joanna Sent: Monday, August 14, 2023 3:18 PM To: Brian Pesis <[email protected]>; Barrera, Tony <[email protected]> Cc: Mike Riffel <[email protected]> Subject: RE: City of SSF - RFP 2023-ITRFP-003 (ERP) Hi Brian, Thank you for the documents. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of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d. 10 14 Page 1 of 1 POLICY NUMBER: (23)7326-30-17 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured:P & M HOLDING GROUP LLP AND SUBSIDIARIES Endorsement Effective Date:03/13/2023 SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE PRIMARY AND NON-CONTRIBUTORY INSURANCE. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. – “Other Insurance” of Item B. – “General Conditions” under Section IV – “Business Auto Conditions”: e. 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WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1,000,000 1,000,000 [email protected]_LEM Arlington Heights, IL 60005 06/15/24 David Koenen Parties at Interest 68942373 68942373 Aggregate Each Claim Lemme, a division of EPIC FN2312287 Edgewood Partners Insurance Center 1-847-385-6800 4th Floor 111 West Campbell A 06/13/2023 06/15/23 3000 Town Center, Suite 100 Subsidiaries more fully described in the policies, including P&M Holding Group, LLP, Plante & Moran, PLLC and others Swiss Re International SE and Various Professional Liability Southfield, MI 48075 847-385-6800 [email protected]