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HomeMy WebLinkAboutSECTRAN SECURITY INC. 1INSURANCE ON FILE WORK MAY PROCEED N-2018-154 UNTIL INSURANCE EXPIRES fltifo.lt-�-IF G+t: tl 22 -it' INC' 02' 12.17 CLERK OF Cb'UNCIL DATE: AUG 0 9 2018 ARN40RED SERVICE RENEWAL AGREEMENT CVJN KW THIS ARMORED SERVICE RENEWAL AGREEMENT is entered into this 18tH day of July, 2018, by and between Sectran :Security Ino.;, a Califo-nia Limited Liability Company ("VENDOR") and the City of Santa Ana, a charter city and municipal corporation of the State of California ("CITY"). RECITALS: A. CITY desires to retain a VENDOR having special skill and knowledge in the field of armored pick up, receipt, and/or delivcry services of securely scaled or locked shipments which may contain any or all of the .rollowing: currency, coin, checks, seettrities, or other valuables (hereinafter "ARMORED SERVICE"). CITY and VENDOR ("PARTIES") entered into an original Agreement No. N-2002-127 (VENDOR Contract -#6727) dated November 7, 2002, by which VENDOR Inas provided ARMORED SERVICE to CI'I'Y. Tlrc PARTIES intend to renew their contract for ARMORED SERVICE. C. In undertaking the performance of this Armored Service Renewal Agreement (hereinafter "AGREEMENT"), VENDOR represents that it is knowledgeable in its field and that any services performed by VENDOR under this AGREEMENT' with regard to said ARMORED SERVICE will be performed in compliance with such standards as may reasonably be expected from an established VENDOR in the field engaged in such service, D. 'Eric PARTIES intend to enter into this AGREEMENT with an efrective date of December 1, 2017 and VENDOR hns.continued to provide ARMORED SERVICE from said effective slate through to the present. In entcring into this AGREEMENT, CITY acknowledges that charges equaling $5,088.93 are clue and payable to VENDOR for ARMORED SERVICE received beginning from the effective date of this AGREEMENT through .lune 30, 2018. CITY agrees to pay, and VENDOR agrees to accept, payment in the amount of $5,088,93 as Compensation for services rendered between the effective dame of this Agreement and Jure 30, 2018. E. The PARTIES intend to establish the 'ferns of this Agreement to cover the period beginning December 1, 2017 through June 30, 2020, The PARTIES also intend to establish Compensation for the _emainder or the established Tern, beginning from the contractual period of July 1, 2018 through June 30, 2020, G. 'I'his AGREEMENT supersedes any and all other agreements cr contracts, either oral or written, between both PARTIES with respect to the subject matter hereof. NOW 7 -HEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree as. follows: SCOPE OFSERVICES a. VENDOR shall perform regular monthly ARMORED SERVICE in accordance with VENDOR's "ARMORED SERVICE AGREEMENT CONTRACT ft 7583" as described in EXHIBIT "A" which is attached hereto and incorporated by reference. b. In the event the terms of these RECITALS conflict with the terms of EXHIBIT "A" then the terms of these RECITALS sliall prevail. 2. COMPENSATION a. CITY, agrees to pay, and VENDOR agrees to accept as total payment for its ARMORED SERVICE for the initial contractual period of this AGREEMENT (Decembcr 1, 2017 through June 30, 2018), a total fee of Five Thousand Eighty-eight dollars and Ninety-three cents ($5,088.93). b. Thereafter, CITY agrees to pay, and VENDOR agrees to accept as total payment for its services for each subsequent year of this AGREEMENT, a monthly fee based on the lesser of VENDOR's published/stated rates then in effect, or an amount equEl to the preceding contract year's pricing adjusted by an increase not to exceed hive (5%)percent. c. Payment for services rendered by VENDOR to CITE" for the period of December 1, 2017 through June 30, 2018 shall be made within fifteen (15) days Ulowing execution of this AGREEMENT. d. Thereafter, payment by CITY for each succeeding c-atrict year shall be made within forty-five (45) days following receipt of proper invoicing, subject to CITY accounting procedures and proof of insurance as set forth in section 5 of this AGREEMENT. e. The total amount to be spent pursuant to this AGREEMENT shall not exceed $25,000.00 during the term of this AGREEMENT. 3. TERM The term of this AGREEMENT shall run from December 1, 2017 and terminate on June 30, 2020; unless terminated earlier in accordance with Section 12, below. INDEPENDENT CONTRAC'T'OR VENDOR shall, during the entire term of this AGREEMENT, be construed to be ail independent contractor and not an employee of CITY. This AGREEMENT is not intended nor shall it be construed to create an employer-employee relationship, ajoint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which VENDOR performs the services which are the subject matter of this AGREEMENT; however, the services to be provided by VENDOR shall be provided in a manner consistent with all applicable standards and regulations governing such services. VENDOR shall pay all salaries and wages, employer's social security taxes, unemployment insurance and shnilar taxes relating to employees and shall beresponsible forall applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this AGREEMENT, VENDOR shall maintain and shall require its subcontractors, if any, to obtain ane maintain insurance as described below: a. Commercial . General Liability Insurance. VENDOR shall maintain cornmercial general liability insurance naming CITY, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but net be. limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of VENDOR's operations in the performance of this AGREEMENT, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: shigle limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. VENDOR shall supply CITY with a fully executed additional insured endorsement upon execution of this AGREEMENT, b. Worker's Compensation Insurance. Inaccordanee with die provisions of Section 3300 of the Labor Code, VENDOR, if VENDOR has any employees, is required to be insured against Liability for worker's compensation or to undertake serf -insurance. Prior to commencing the performance of the work under this AGREEMENT, VENDOR agrees to obtain and maintain any employer's liability insurance with limits not less than. $1,000,000 per accident. e. The following requirements apply to the insurance to be provided by VENDOR pursuant to this section: (i) VENDOR shall maintain all insurance required above in full force and effect for the entire period covered by this AGREEMENT. (ii) Certificates of insurance shall be furnished to CITY upon execution of this AGREEMENT naming CITY as a Certificate holder. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to CITY. d. If VENDOR fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish CITY with required proof :hat insurance has been procured and is in force and paid for, CITY shall have the right, at tate CITY's election, to forthwith terminate this AGREEMENT, Such termination shall not affect VENDOR's right to be paid for its time and materials expended prior to notification of termination. VENDOR waives the right to receive compensation and agrees to indemnify CITY to: any work perfortued prior to approval of insurance by CITY. 3 6. INDEMNIFICATION VENDOR agrees to and shall indemnify and hold barnless CITY, its officers, agents, employees, VENDOR's special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the VENDOR or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relaxes to the services described in section 1 of this AGREEMENT. 7. CONFIDENTIALITY If VENDOR receives from CITY formation which due to the nature of such inrormation is reasonably understood to be confidential andlcr proprietary, VENDOR agrees that it shall not use or disclose such information excert in the perfontl nce of this AGREEMENT, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential 6it'ormation" shall include all nonpublic inftarmation. Confidential information includes not only written information, but also infoinalion transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this AGREEMENT. The foregoing oHigalions of non-use and nondisclosure shall not apply to any information that (a) has beea disclosed in publicly available sources; (b) is, through no fault of the VENDOR disclosed in a publicly available source; (c) is in rightful possession of the VENDOR without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by the VENDOR without relcrence to information disclosed CITY, 8. CONFLICT OFINPLREST CLAUSE VENDOR covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfonmrrnce of services specified under thisAGREEMENT. 9. NO'T'ICE Any notice, tender, demand, delivery, or other cotncnuttication pursuant to this AGREEMEN'r shall be in writing and shall be deemed to be property given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by teletacsimile or other telegraphic communication i n the manner provided in this Section, to the following persons: To CITY: Clerk of tlae Council City of Santa Ana 20 Civic Center Plaza F.O. Box 1988 Santa Ana, CA 92701 Fax 714-647-6956 2 With courtesy copy to: Treasury and Customer Services Manager Finance and Management Services Aamey Treasury & Customer Division (M-151 20 Civic Center Plaza Santa Ana, California 92701 Fax 714-647-5304 To VENDOR: Scetran Armored Inc. 7633 Industry Ave Pico Riveria, CA 03057 Fax 562-949-4327 A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address, if sent by mail, communication shall be effective or cicemed to have been giver_ three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be.. effective or dectncd to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting firesimile machine, addressed ns set forth above. For �n uposcs of calculating these time frames, weekends, federal, state, County or City holidays or City H,.II closure days shall be excluded. 10, EXCLUSIVITY AND A1VIENDibIENT ['his AGREEMENT represents the complete and exclusive statcmettt between CITY and VENDOR, and supersedes any and all other agreements, oral or written, between the PARTIES. In the event of a conflict between the terms of this AGREEMENT and any attachments hereto, the terms of this AGREEMENT shall prevail. This AGREEMENT may not be modified except by written instrument signed by CITY and by an authorized representative of VENDOR. The PARTIES agree that any terns Or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions h_reof, shall not bind or obligate VENDOR or CITY. Each party to this AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein. It. ASSIGNMENT Inasmuch as this AGREEMENT is intended to sec.ce the speciahzerl services of VENDOR, VENDOR may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of CITY and any such assignnrcn:, transfer, delegation or subcontract without CITY's prior written consent shall be cocsidered null and void. Nothing in this AGREEMENT shall be construed to limit CITY's abif:ty to. -lave any of the services which are the subject to this AGREEMENT performed by CITY personnel or by other VENDORs retained by CITY. 12. 'TERMINATION This AGREEMENT may be terminated by either PARTY upon sixty (60) days written notice of termination. 13. DISCRIMINATION VENDOR shall not discriminate because of race, colcr, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disal:ihty, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. VENDOR affinus that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws, nd regulations. 14. JURISDICTION -VENUE This AGREEMENT has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any cf the clauses of this AGREEMENT shall be determined and governed by the laws of the State of California. Both PARTIES further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this AGREEMENT. 15. PROFESSIONAL -LICENSES VENDOR shall, throughout the term of this AGREEMENT, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. VENDOR shall notify CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this AGREEMENT. 16. MISCELLANEOUS - PROVISIONS a. Each undersigned represents and wnnants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the Terms of this AGREEMENT, and shall indemnify CITY fully, including reasonable costs and aticrney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement, c. This AGREEMENT must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachnx;nt, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page} M N-2018-154 IN WITNESS WHEREOF, the PAR"17P?S hereto have executed this AGREEMENT on the date and year first written above. ATTEST: CITY OF SANTA ANA , ; �. MARIA 1). FIUIZA.R RAUI. GODINEZ I Clerk of the Council City Manager APPROVED AS TO FORM: SONIA I2. CARVALHO City Attorney Lisa S4to Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance & Management Services Agency 11C11AN SECURIl'Y, INC � 7�� — _....._ Title: Tax IDN ry � / L911 Cl`1 '4COJCP ®- dd yr ru. nv �..� CERTIFICATE OF LIABILITY INSURANCE OATE(MM10011'YYY) 11/21/2017 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to It 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 endorsements . PRODUCER B a-Sch Ins. Brokers NCONTACT AME; Debbie Pao (es License 0756fnitz License bot Road 28202 Cabot Road, Suite 600 ?NONE AIC Exe 949.365-5169 we No; 949.313.3320 Laguna Niguel, CA 92677.1251 AI�o ADDRESS: dabble. eoples ci .us Ronald Etcheverry INSURER'S) AFFORDING COVERAGE NAIC k INSURED Sectran Security, Inc. INsuRERa: Philadelphia Indemnity Ins Co 18058 1108 E 17th Street INSURERS; �— INSURER C: Santa Ana, CA 92701 N-2018-154 INSURER D : INSURER E NSURER F; COVERAGES rPPTIPIr1ATC MI Moon. REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY SO WV POLICY NUMBER MMIf1D MMIOD XP LIMITS CLAIMS -MADE I I OCCUR X PHPK1742320 11/22/2017 11/22/2018 EACH OCCURRENCE $ 1,000,000 PREMISES Eacccun'ence a 100,000 MED EXP (Any one person/ $ 5,000 _ PERSONAL B ADV INJURY $ 1,000,000 ' -- GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE S 2,000,000 POLICY J PECTRO -- � LOC OTHER: PRODUCTS -COMFlIOP AGG $ 2,000,000 $ A AUTOMOBILE X X LIABWTY ANY AUTO ALL OS SCHEDULED AUTOS AUTOS NED HIRED AUTOS X A AUTOS AUTOS PHPK1742320 11/22/2017 11/20/2018 COMBINED SINGLE LIMIT Ea accldenl $ 1,000,000 BODILY INJURY (Per person) $ _. _ _ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ S A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIM&MAGE PHUB608413 11122/2017 11/22/201$ EACH OCCURRENCE $ 10,000,00 0 AGGREGATE $ 10,000,000 '—' DEO RETENTION$ WORKERS COMPENSATION ANO EMPLOYERS' LIABILITY ANV PRO PRIETORIPARTNERIEXECUTNE YIN OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) NIA $ PER TH. STATUTE ER E.L. EACH ACCIDENT $ E. L. DISEASE - EA EMPLOYEE $ It yes, describe under DESCRIPTION OF OPERATIONS below E. L. DISEASE -POLICY LIMIT $ DESCRIPTION OP OPERATIONS I LOCATIONS/ VEHICLES (ACORO 101, Additional Remarks Schedule, may be attached If more apace Is required) Certificate Holder is named Additional Insured as respects to General Liability, as required by written contract per the attached endorsement 4j�i Ppb CFRTIPICATF M01 MFR _ ... _ CI G2 CITYSA6 City of Santa Ana Municipal Utility Sery M-14 Attn: Alfonso Chavez PO Box 1964 Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE �Yo-s'r ''aoo-A" vs Au u KU UUKVURA I ION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD (:UN 11.7 UP IU: KP CERTIFICATE OF LIABILITY INSURANCE DATE IMMIOOIYYYY) 01/10/2018 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endarsemenL A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s). PRODUCER Brakka-Schafnitz Ins. Brokers CONTACT Karen Rreeu License pOK07568 211202 Cabot Road, $U1t@ 600 Laguna NIJgLet, CA 92677.1251 °eN,c°N o E t • 949-365.5153 ac xo: 949.313-3290 EMAIL ADDRES : kar9n.VMup@sIg.us INSURERS AFFORDING COVERAGE MAIC r Ronald Etclteverry INSURED Sectran Security Inc INsLReRA:Travelers Prop Cas Co America 25674 7633 Industry Pirco Rivera, CA 90060 INSURERS: e INSURER Ot INSURER PROPERTY DAAUIGE Por aCCitlenl INSURER E : INSURER F: f`r11iFI7A r: FS THIS IS TO --""""' HCVISIVN NUMtSER: ES OF CE LISTED BELOW HAVE EEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD NDCATED.CNOTWTHSTANDING ANY ERTIFY THAT THE I REQUIREMENT, TERM OR CONDITION OFBANY CONTRACT OR OTHER DOCUMENT WITH RESPECT To WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTRI TYPE OF INSURANCE A71D POLICY NUMBER MpMQpNYRF � MIIOOnEXP OMITS COMMERCIAL GENE RAL LIABILITY EACH OCCURRENCE f CLAMS -MADE F-1 OCCUR PRISESEaoiEurenee S -- -- MED EXP one persanl S �GENL AGGREGATE URO-APPL]LOCES ; POLICY L JECT LOC OTHER PERSONAL It ADV INJURY f _ GENERA AGGREGATE S PRODUCTS-COMPIOP AGC S S CAUTOMOBILE LIABILITY ANY AUTO L ALL OWNED SCHEDULED— AUTOS AUTOS NON -OWNED N HIRED AUTOS AUTOS E"aalcNwEDISINGLE LIMIT BODILY INJURY (For penan) f BODILY INJURY(Per occidart) f PROPERTY DAAUIGE Por aCCitlenl S A UMBRELLA UAB EXCESS LIAB OCCUR CLAIMS MADE I NIA I TC2JUB425BB251 02/12/201802/1272019 I EACH OCCURRENCE Y AGGREGATE f IDED I RETENTIONS WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEReEXECUTIVF. YIN CFFICEROVEMBER EXCLUX07 n if .6d ory in NH) Il yye�s desar,be under CESCRIPTION OF OPERATIONS haloµ _ S PER X TE ERH _ E.L. EACH ACCIDENT $ 1,000.00 E.L. DISEASE EA EMPLOYEE S 1 000,00 E.L. OISEA5E •POLICY LIMIT S 11000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addibcoal Remarks Schedule, may be altaehed IT more space la required) CITYSA6 City of Santa Ana Municipal Utility Sery M-14 Attn: Alfonso Chavez PO Box 1964 Santa Ana, CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL Be DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESEVTATIVE e""-) 4"°..ura-, C) 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD Policy* PHPK1742320 PI-GLD-SG (10113) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, GENERAL LIABILITY DELUXE ENDORSEMENT: SECURITY SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for these extensions are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following Is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page Damage to Premises Rented to You $1,0,00,000 2 Watercraft Used in Security Services only 2 Medical Payments $20,000 2 Madicai Payments — Extended Reporting Period 3 years 2 Supplementary Payments — Bali Bonds $2,500 3 Supplementary Payments — Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $15,000 3 Additional Insured — Broadened Named Insured Included 3 Additional Insured — Managers and Supervisors Included 3 Additional Insured — Managers, Landlords, or Lessors of Premises Included 3 Additional Insured — Lessors of Leased Equipment —Automatic Status When Required in Lease Agreement With You Included 4 Additional Insured — Grantors of Permits Included 4 Additional Insured — Blanket Additional Insureds by Contract Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Offense, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards included 6 Liberalization Included 6 Bodily Injury — Mental Anguish Included 6 Assault and Battery Coverage with Extended Property Damage Included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included 9 Page I of 10 PROM' © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. (a�t 1//0 1 PI -OLD -SG (10!13) A. Damage to Promises Rented to You t. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions;. b. SECTION III —LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V— DEFINITIONS, Paragraph 8.a. 2. If damage by fire to premises rented to you Is not otherwise excluded from this Coverage Pad, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations Is amended to the greater of: a, $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. Aircraft, Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments—Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 7. The Medical Expense Limit is changed subject to all of the terms of SECTION III —LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense. Limit shown in the Declarations of this Coverage Part. 2. Under SECTION I —COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a., Item (b) is amended to read: provided that: (b) The expenses are incurred and reported to us within three years of the date of the accident; and cPage 2of10 0 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., With its permission. Pi-GLD-SG (10!13) D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS — COVERAGES A AND B provision, Items 1.b. and 11A, are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2, The limit for loss of earnings is changed from $250 a day to $500 a day. E. Employee indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS — COVERAGES A AND B provision, the following is added: We will pay, on your behalf,' defense costs Incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $15,000.regardiess of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." F. Who is an Insured SECTION II — WHO IS AN INSURED is amended as follows: 1. if coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 8.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. Broadened Named Insured —Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for Its termination or the exhaustion of its limits of insurance. b. Managers and Supervlsors — if you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c, Managers, Landlords, or Lessors of Premises —Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Page 3 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (101'13) d. Lessors of Leased Equipment- Automatic Status When Required in Lease Agreement With You - Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury,° "property damage" or "personal and advertising injury" caused, in whole or in part,';by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional Insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. e. Grantors of Permits -Any state or political subdivision granting you a permit inconnection with your premises subject to the following additional provision: (1) This Insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract -Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. Wth respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) 'Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 4of10. © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or "property damage" occurring after (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional Insured(s) at the !'oration of the covered operations has been completed; or (b) That porflbli' 6f "your work" out of whirr the injury or damage arises has been put to its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insureds request at the time of claim, we agree to Indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. N. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer of Rights of Recovery Against Others To Us: The, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. 1. Duties in the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy) to your compensation insurance carrier, and this "occurrence" later develops into a liability claim, failure to report such "occurrence" to us at the time of such "occurrence" shall not be deemed In violation of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2, Duties in the Event of Occurrence, Offense, Claim or Suit. This is upon the distinct understanding and agreement however, that you, the insured, as soon as made aware that this particular "occurrence" is a liability case, rather than a compensation case shall give us notification immediately. 2. The requirement in Condition 2.a. of SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an 'occurrence' or an offense, applies only when the "occurrence" or offense is known to: Page 5 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, If you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additionai premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective In your state. L. Bodily Injury — Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read: "Bodily Injury: a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a, above) at any time. M. Assault and Battery with Extended Property Damage SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in Its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured, This exclusion does not apply to: rpt iry �fit� Page $ of 10 0 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of insurance Services Office, Inc„ with its permission, PI-GLD-SG (10113) (1) "Bodily injury" or "property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your "employees." However, acts of your "employees" shall not include theft. N. Errors and Omissions Coverage 1. SECTION t —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 2. SECTION I —COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS The insurance that applies to "personal injury" includes negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 3. SECTION I —COVERAGES is amended by adding the following: COVERAGE D — ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as damages because of errors or omissions committed by you relating to your services described in the Declarations. However, we will have no duty to defend the insured against any "suit" seeking damages for errors or omissions committed by the insured to which the insurance does not apply. We will have the right and duty to defend any "suit" seeking those damages. We may, at our discretion, investigate any claim or "suit" that may result. But: (a) The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B. or D. or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D. (2) This insurance applies only if the error or omission occurs during the policy period. b. Exclusions This insurance does not apply to: Page 7 of 10 -71 0 2013 Philadelphia Indemnity Insurance Company � f Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10113) (1) "Bodily injury" or "property damage'; (2) "Personal and advertising injury' (3) Intentional injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured; (4) Any claim seeking relief or redress in any form other than monetary damages; (S) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arlsing from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for damages: (a) That the Insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an Insured contract; (3) Liability arising from any fraudulent, dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or "employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. (11) Liability arising directly or indirectly out of any action, error or omission that violates or is alleged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (b) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act (FORA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. c. SUPPLEMENTARY PAYMENTS —COVERAGES A AND B is amended to read SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D Page B of 10 %!I (y c / ✓ 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Ino„ with its permission. PI-GLD-SG (10113) d. SECTION III —LIMITS OF INSURANCE is amended as follows: (1) Item 2. is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of:' a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" er "property damage" Included in the "products -completed operations hazard"; c. Damages under Coverage S; and d. D5rn96&5°ufidar Coverage D. (2) Item B. is replaced by the following: 5. Subject to 2, or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage' arising out of any one "occurrence°; and c. Damages under Coverage D. e. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B, or D of this Coverage Part, our obligations are limited as follows: (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following; When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the Insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "suit." if no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 0. incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee" for an accident occurring during the policy period: 1. First aid treatment including cardiopulmonary resuscitation (CPR); and Page 9 of 10 � " V r(/�O O 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLOSG (10113) 2. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances. However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. Page 10 of 10���' 0 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission.