HomeMy WebLinkAboutSUPERION, LLCINSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES A-2019-201
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CLERK OF COUNCIL
DATE:
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CONTRACT FOR FALSE ALARM BILLING AND TRACKING SERVICES
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("Contract') made and entered into this 51^ day of November, 2019, by and between the Santa
Ana, a municipal corporation of the State of California, 20 Civic Center Plaza, Santa Ana, CA
92701, ("SANTA ANA" or "CITY") and Superion, LLC ("CONTRACTOR"), 1000 Business Center
Drive, Lake Mary, Florida 32746.
WITNESSETH:
Whereas, the SANTA ANA Council enacted ordinances related to alarm systems and
false alarms titled as Alarm Ordinance No. NS-2196 of this date ("Alarm Ordinance"), as
amended; and
Whereas, in its implementation of the Alarm Ordinance, SANTA ANA is authorized to
engage a third -party CONTRACTOR to assist the CITY in the enforcement of the Alarm
Ordinance so that persons and organizations that use alarm systems can be held accountable for
false alarms through a system of fees and penalties; and
Whereas, on November 29, 2017, the City issued a competitive Request for Proposals
("RIFF") #17-098 for Alarm Management Services for the Santa Ana Police Department and based
on the RFP evaluation selected Public Safety Corporation, a wholly owned subsidiary of Superion,
LLC, as the most responsive vendor to this request; and
Whereas, the CONTRACTOR created and markets the proprietary and patented (U.S.
Patent No. 6,856,246) software system called CryWolf ("Software"), an integrated suite of
software applications operating in a Windows -based environment, designed to assist false alarm
reduction managers and planners in government agencies and industry in accessing information
relevant to false alarms, and which has been developed at CONTRACTOR's private expense for
the commercial marketplace and is not in the public domain;
Whereas, SANTA ANA desires to engage the CONTRACTOR to provide the full service
false alarm solution ("Services") described in Attachment A; and
Whereas, the CONTRACTOR desires to accept such engagement.
Now, Therefore, the parties agree as follows:
1. Term.
The term of this Contract shall commence on the date written above (the "Effective Date") and
shall continue for a period of three (3) years. This agreement shall have two one-year optional
extensions, excerciseable in writing by the City Manager.
2. Contract Documents and Order of Precedence.
The contract documents consist of the following Attachments which are
incorporated into the Contract by this reference:
A. Attachment A, describes the Scope of Services to be provided by the
CONTRACTOR and the CITY's operational responsibilities, Attachment B, Payment Terms,
and Attachment C, CONTRACTOR's Proposal dated January 18, 2018, Attachment D, City RFP
dated November 29, 2017 with Addendums(s),.
B. The Order of Precedence shall be as follows: (1) this Contract; (2) Attachment A,
(3) Attachment B, (3) Attachment C and (4) Attachment D
3. Alarm Management Scope of Services.
A. The CONTRACTOR shall provide the Alarm Management Services described in
Attachment A - Alarm Management Services.
B. The Alarm Management Services shall assist SANTA ANA in enforcing its Alarm
Ordinance to include tracking of responsible persons (including individuals, businesses and
government agencies) who use alarm systems, registering of alarm systems, billing and
notification of permit and false alarm fees in accordance with the Alarm Ordinance and at the
direction and under the supervision of SANTA ANA's Alarm Administrator, maintenance of a
database of persons who use alarm systems, tracking of false alarm occurrences, collection of
fees, the collection and enforcement of penalties for violations, generating performance and
outcome reports and assuring the availability to SANTA ANA of timely false alarm information, all
as more specifically described in Attachment A - Alarm Management Services.
4. Software license.
SANTA ANA shall be licensed and authorized to use the Software and any additional
specific customization and development provided as part of the Alarm Management Services
described in Attachment A. The license shall cover all Software, including, without limitation,
software interfaces and software modifications. The scope of the license is non -transferable and
non-exclusive and is authorized by CONTRACTOR for use by SANTA ANA to access its false
alarm information.
5. Duration of the Software License.
SANTA ANA shall have the right to use the Software in accordance with Attachment A
for so long as the CONTRACTOR provides Alarm Management Services to SANTA ANA and/or
licenses the Software in accordance with the Termination provisions in this Contract. This license
shall apply for the duration of the Contract and any extensions provided for herein or agreed to in
writing by the parties. In the event the business relationship with CONTRACTOR is terminated
or ended for any reason, SANTA ANA's license rights to use the Software shall likewise terminate
except as provided for in this Contract, including Attachment B.
6. Modification of the Software.
A. Modifications or adaptations of the Software shall be limited to creating or
providing interfaces between the Software and SANTA ANA's computer systems required to
import or export data in order to implement the Software.
B. SANTA ANA shall retain a nonexclusive License to use the modified and/or
"customized" interfaces with the Software, provided, however, the use of the original Software
with such adaptations in any projects other than the management of the Alarm Ordinance shall
be subject to additional compensation to CONTRACTOR in an amount and subject to terms to be
determined by the parties in writing prior to any such additional use.
7. Protecting Confidential and Proprietary Information.
The proprietary information of both parties, CONTRACTOR and SANTA ANA, is and shall
remain the valuable intellectual property of each respective party. Except as required by law,
neither party shall disclose any such information to any third party for any reason without the
express written consent of the other party and shall only use proprietary information for internal
purposes to facilitate and assist CONTRACTOR and CITY staff in the administration of the Alarm
Ordinance. In addition, the parties shall provide reasonable safeguards to protect their respective
software, hardware systems and data from unauthorized intrusion by third parties.
Notwithstanding, the parties recognize that the CITY is a government body subject to compliance
with California Public Records laws.
Names, addresses, type of alarm, identification information of any alarm monitoring
company, or identification information of any person cited under the Alarm Ordinance shall not be
released, exhibited or sold to any third party by CONTRACTOR, except as required by law.
All data received hereunder shall be made a part of SANTA ANA's permanent records
and files and preserved therein for a period in accordance with the requirements of California law.
SANTA ANA will inform CONTRACTOR of the required retention time in writing at the beginning
of the Contract term and, in the event these requirements change, as soon as those changes are
approved by the appropriate California State or CITY agency.
All alarm related data maintained by the CONTRACTOR shall remain the property of the
CITY. If the contract is terminated for any reason, the CONTRACTOR shall provide such data to
SANTA ANA on a timely basis in a mutually acceptable, electronic file format.
8. Reproduction and Copyright.
A. The Software is protected under the Copyright and Patent laws of the United
States, and as extended by treaty, with Canada. SANTA ANA may not copy, or allow anyone else
to copy or otherwise reproduce, any part of the Software without the prior written consent of
CONTRACTOR, except to store and/or install a copy of the Software on a storage device, such
as a network server, used only to run the Software on other computers over an internal network
and except for two copies for back-up or archive purposes.
B. SANTA ANA may copy any CONTRACTOR provided Software as necessary to its
hard disks or other such storage medium to efficiently operate the Software on SANTA ANA
single -user system, multiple -user system, or network. The Software shall be copied as a whole,
and the use of the copies shall be governed by this Contract. All other copying is prohibited.
9. Limitations on the Use of the Software.
SANTA ANA may not reverse engineer, decompile, or disassemble the Software. The
Software is licensed as a single product. Its component parts may not be separated.
10. Notices of Intellectual Property Rights.
SANTA ANA shall assure that CONTRACTOR's notices of intellectual property (e.g.,
patent, trademark, and copyright notices) provided by CONTRACTOR, if any, shall remain visible
on the Software when displayed electronically, or when output created by it is printed for
distribution to persons or organizations outside the normal scope of the Alarm Ordinance.
11. Payment.
SANTA ANA shall pay the CONTRACTOR for the Services described, in accordance with
Attachment B ("Payment Terms"). City neither warrants nor guarantees any minimum or
maximum compensation to CONTRACTOR under this Agreement. CONTRACTOR shall be paid
only for actual services performed under this Agreement at the rates and charges identified in
Attachment B.
12.Collection of Fines.
The CITY shall supportthe collection of false alarm fees, fines and penalties in accordance
with the Alarm Ordinances and at the direction of the Alarm Administrator. If the CITY directs
CONTRACTOR to engage a third -party collection organization for delinquent amounts, the CITY
shall cause the necessary legislative and administrative procedures to be enacted and/or adopted
in order to delegate to the CONTRACTOR the authority to collect the delinquent fees on behalf
of the CITY.
13. Confidentiality of SANTA ANA False Alarm Data.
Any false alarm collection data provided to the CONTRACTOR during the performance of
the Alarm Management Services shall be used only in a manner consistent with this Contract,
and no false alarm collection data shall be disclosed without the prior written consent of SANTA
ANA. If such disclosure is compelled or required in any judicial or administrative proceeding, the
CONTRACTOR shall, before disclosing such information, first notify SANTA ANA and give
SANTA ANA an opportunity to object to the disclosure.
In the event SANTA ANA objects to such disclosure, it shall notify the CONTRACTOR that
it will indemnify it, to the extent provided by law, for any costs and expense incurred, including,
without limitation, the cost of attorney fees expended in the defense of any action or proceeding,
or relating to the refusal to disclose such information.
14. SANTA ANA Responsibilities.
A. SANTA ANA shall cooperate with and assist the CONTRACTOR by providing
management decisions affecting startup or provision of the Alarm Management Services within
ten (10) business days of receipt of CONTRACTOR's request for a decision, as well as providing
personnel, information, approvals, and acceptances in accordance with a mutually -agreed
Implementation Plan to be developed by CONTRACTOR and SANTA ANA at the start of the
Services. This Implementation Plan will define the detailed tasks and schedule necessary to
achieve the following program target milestones:
1) Commence Services implementation activities on the Effective Date;
2) Begin collecting and processing alarm location information within sixty (60) days
of the Effective Date; and
3) Begin processing false alarm activations within ninety (90) days of the Effective
Date.
The Implementation Plan shall be agreed to in writing by both parties and upon execution by both
parties shall be incorporated into this Contract by reference. If factors beyond the
CONTRACTOR's control prevent processing of false alarms within the implementation timeline,
extension of the implementation must be mutually agreed to and documented via change order.
B. SANTA ANA shall provide the CONTRACTOR with RMS alarm incident records,
appeal records, and necessary historical, non -financial alarm registration and alarm incident
information in accordance with the terms of a mutually -agreed implementation plan and in a
mutually -agreed electronic format, as necessary and proper, to allow the CONTRACTOR to
effectively provide the Services and enforce the Alarm Ordinance.
15. SANTA ANA Alarm Administrator.
To facilitate effective communication between SANTA ANA and the CONTRACTOR, and
in accordance with the Alarm Ordinance, SANTA ANA shall designate an Alarm Administrator.
The Alarm Administrator shall have the power and authority to make decisions relating to the
Services. A secondary Alarm Administrator will also be designated to act on behalf of the Alarm
Administrator when the primary Alarm Administrator is unavailable. The primary and secondary
Alarm Administrators shall be designated by SANTA ANA. The Alarm Administrator has the
authority to waive, void, or modify violation notices and the resulting fine amounts. Any such
waiver, modification, or voiding will be communicated to the CONTRACTOR in a written format.
16.Resolution of Disputes. INTENTIONALLY OMITTED
17.Termination.
A. For Convenience. Either party may terminate this Contract for any reason and at
any time by giving at least sixty (60) days written notice to the other party of such termination and
specifying the effective date thereof. If the Contract is terminated by the CITY, the
CONTRACTOR shall be paid for any services already performed by sharing in the collections of
all amounts billed by the CONTRACTOR through the date of termination. If the Contract is
terminated by the CONTRACTOR, the CONTRACTOR shall provide an option for the CITY to
transition operation of the alarm program to CITY facilities and staff using the CONTRACTOR's
proprietary Software as described in Paragraph 18A.
B. For Cause. Either party may terminate this Contract for cause if the other party
does not perform its duties or exercise its responsibilities in accordance with this Contract
including the maintenance of the system of fees and fines in effect at the beginning of the Contract
period. Upon an event of cause by either party (Non -performing party), the other (Claimant) party
shall provide thirty (30) days prior written notice to the non -performing party that the Contract
terms have not been carried out in accordance with this Contract. If the event of cause is not
corrected by the Non -performing party to the reasonable satisfaction of the Claimant, the Claimant
may terminate this Contract after a thirty (30) day written cure notice to the Non -performing party.
C. Termination within Initial Two (2) Year Period. If this Contract is terminated by the
CITY or its implementation is terminated or postponed by the CITY during the initial two (2) year
period, for any reason other than breach by the CONTRACTOR or termination by Contractor,
CONTRACTOR shall be entitled to receive a prorated share of its initial startup costs as specified
in Attachment B, in addition to any Service fees owed the CONTRACTOR as described in
Paragraph 18 — Rights upon Termination.
18.Rights upon Termination.
A. If the CONTRACTOR is entitled to terminate this Contract or the CITY chooses
not to continue the Contract for its convenience, the CONTRACTOR shall offer SANTA ANA an
option, which must be exercised within thirty (30) calendar days after the Notice of Termination,
to continue a conditional, uninterrupted, non-exclusive and non -transferable license to use the
proprietary Software as necessary to support and administer SANTA ANA's Alarm Ordinance
conditional on the payment of one-time transitional service and ongoing annual license,
maintenance and support fees at the CONTRACTOR's then prevailing rates.
B. If SANTA ANA terminates this Contract or if the CONTRACTOR terminates for
cause, SANTA ANA, in addition to payment of false alarm collections owed to the
CONTRACTOR based on the CONTRACTOR's billings through the date of termination, shall
undertake good faith efforts to collect any Alarm Management Services fees and civil penalties
for Ordinance violations billed, but not yet collected, as of the date of termination, in order to pay
the CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by
the CONTRACTOR on SANTA ANA's behalf. Good faith efforts include keeping the lock box
open to receive payments, and continuing with the revenue sharing for billings through the date
of termination.
C. In the event that either party terminates this agreement, the CONTRACTOR agrees
that all data collected under this agreement is part of SANTA ANA's permanent record and that
all data, including historical records under the required retention time will be provided to SANTA
ANA in an agreed upon data format within 30 days of the termination date.
19.Indemnification.
A. The CONTRACTOR shall indemnify, hold harmless, and defend SANTA ANA, its
elected and appointed officials, employees, agents and successors in interest from all claims,
damages, losses and expenses including attorney's fees, arising out of or resulting, directly or
indirectly, from the CONTRACTOR's (or CONTRACTOR's subcontractors, if any) performance or
breach of the Contract provided that such claim, damage, loss, or expense is not caused by the
negligent act or omission or willful misconduct of SANTA ANA or its elected and appointed officials
and employees acting within the scope of their employment. This Hold Harmless and
Indemnification provision shall in no way be limited by any financial responsibility or insurance
requirements and shall survive the termination of this Contract.
B. In the event that a claim is made against the CONTRACTOR, which arises out of
the negligence or willful misconduct of SANTA ANA or any of SANTA ANA's employees, SANTA
ANA shall indemnify the CONTRACTOR to the extent SANTA ANA is liable and authorized to do
so under the law.
C. Any party seeking indemnification shall promptly notify the other party of its
discovery of any matter -giving rise to a claim of indemnity. For each individual claim, the
indemnifying party shall have no obligation to the other or to any third party with respect to any
expenses incurred by or on behalf of the other or its assumption of control of the defense of the
claim, or with respect to any compromise or settlement made, without the prior written consent of
both parties
20. Patent infringement.
The CONTRACTOR shall indemnify SANTA ANA, its elected and appointed officials, officers,
employees, agents, and successors in interest from and against all damages and expenses
resulting from any infringement action brought against the CONTRACTOR, or against SANTA
ANA to the extent that any such action is predicated on the use of CONTRACTOR's software,
during the term of this Contract. This Hold Harmless and Indemnification provision shall in no way
be limited by any financial responsibility or insurance and shall survive termination of this contract
21. Limitation of Liability.
LIMITED LIABILITY OF CONTRACTOR. CONTRACTOR'S LIABILITY IN CONNECTION
WITH THE SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE FEES COLLECTED IN CONNECTION WITH THIS
AGREEMENT FOR THE PREVIOUS 12 MONTHS.
EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL
CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE
LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY (1) LOSS OF USE,
DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION, (II) BUSINESS
INTERRUPTION, INCREASED COSTS, OR DIMINUTION IN VALUE, OR SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE; AND
WHETHER OR NOT CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR
SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT CONTRACTOR HAS
AGREED TO THE REVENUE SHARING STRUCTURE AND ENTERED INTO THIS
AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS
OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME
FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
22. Insurance.
The CONTRACTOR shall provide and maintain in full force and effect at no additional cost
to SANTA ANA for the duration of the Contract commercial general liability insurance or
comprehensive general liability insurance with a minimum limit of $1,000,000 per occurrence for
bodily injury and damage to property including contractual liability, premises/operations,
products/completed operations, independent CONTRACTORs, broad form property damage, and
personal injury coverage and a minimum aggregate amount of $1,000,000 or
commercial/comprehensive general liability insurance plus additional excess umbrella liability
insurance to meet these limits,
The CONTRACTOR agrees that it shall add SANTA ANA, its elected and appointed officials,
officers, employees, agents, and successors in interest to the CONTRACTOR's liability insurance
policies as additional insureds. The CONTRACTOR shall require its insurance carrier or agent
to certify that this requirement has been satisfied on all Insurance Certificates issued under this
Contract.
Before any work is initiated and before any invoices are paid for work performed under this
Contract, the CONTRACTOR shall provide written proof of compliance with the above insurance
requirements by delivering to:
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
a copy of a certificate or certificates of insurance completed by its insurance carrier or agent
certifying that minimum insurance coverages as required above are in effect and that the
coverage will not be canceled or changed until thirty (30) days after written notice is given to the
CITY. The CONTRACTOR shall maintain, update, and renew the Certificate(s) for the term of this
Contract.
23. Assignment.
This Contract shall not be assigned to anythird party without prior written consent, which may
be withheld in the sole and absolute discretion of either party. A change in ownership of the
CONTRACTOR or a purchase of the majority of assets or stock of the CONTRACTOR by another
company shall not be considered an assignment of this Contract.
24.Attorney's Fees.
Should the parties or either of them employ an attorney to enforce by litigation in a court of
competent jurisdiction, any of the contract provisions because of a disputed matter arising under
this Contract, to assert damages for the breach of the Contract, or in order to obtain injunctive
relief, then the prevailing party shall be entitled to recover reasonable attorney's fees, costs,
charges, and any expenses expended or incurred.
25. Notices.
Wherever under this Contract one party is required or permitted to give notice to the other,
such notice shall be deemed given when delivered in hand or when mailed, by United States mail,
certified, return receipt requested, postage prepaid, and addressed as follows:
In the case of the CONTRACTOR:
Superion LLC
1000 Business Center Drive
Lake Mary, Florida 32746
Attention: Legal Department
In the case of SANTA ANA:
City of Santa Ana
20 Civic Center Plaza
Purchasing 41" Floor
Santa Ana, CA 92701
26.Governing Law.
The substantive laws of the State of California shall govern this Contract without regard to the law
of conflicts. Venue shall be in the State of California, County of Orange. Such actions shall
neither be commenced in nor removed to federal court.
27. Severability.
If any provision of this Contract is held invalid or otherwise unenforceable, the
enforceability of the remaining provisions shall not be impaired.
28.No Waiver.
The failure by any party to exercise any right stated in this Contract shall not be deemed
a waiver of the right.
29. Complete Agreement.
This Contract when signed by both parties sets forth the entire understanding of the parties
as to its subject matter, conditions and obligations and may not be modified except by further
written agreement.
30.Independent Contractors.
In performing the work under this Contract, the CONTRACTOR acts as an independent
CONTRACTOR and is solely responsible for necessary and adequate worker's compensation
insurance, personal injury and property damage insurance, as well as errors and omissions
insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal
and state income tax on moneys earned. The personnel employed by the CONTRACTOR are
not and shall not become employees, agents or servants of SANTA ANA because of the
performance of any work by or under the performance of this Contract.
31. Cooperative Purchases.
This Contract may be used by other government agencies. The CONTRACTOR has
agreed to offer similar services to other agencies under the same terms and conditions as stated
herein except that the revenue share percentage (Compensation) may be negotiated between
the CONTRACTOR and other agencies based on the specific revenue expectations, agency
reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur any
liability in relation to specifications, delivery, payment, or any other aspect of purchases by such
agencies.
WHEREAS, the individuals representing the parties are both authorized and have
executed this Contract effective as of on the date first written above.
Santa Ana , California
Kristine Ridge
City Manager
Superion, LLC
Bv: / t)b1ZL l yCL
[Authorized Signing Officer]
Lisa Neumann
Printed Name:
Title: Controller
ATT
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DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City torn
By:
Tamara Bogosian
Assistant City Attorney
D -FOR APPR�IaiAL:
D alentin
Chief of Police
ATTACHMENT A
Scope of Services
Purpose
The purpose of this Scope of Services is to describe the duties and responsibilities of Superion
LLC ("CONTRACTOR"), and the CITY OF SANTA ANA, CALIFORNIA ("SANTA ANA" or "CITY").
CONTRACTOR Responsibilities
1. At the beginning of the project, electronic conversion/import to CONTRACTOR computer
server(s) of any CITY alarm program records required to support the proposed CONTRACTOR
services. These records may contain historical CITY alarm business, alarm system location,
responsible party and other alarm data previously developed by or for SANTA ANA.
CONTRACTOR shall obtain this data directly from SANTA ANA and relies on the CITY for the
accuracy and completeness of any such historical data;
2. Update alarm business, alarm system location and responsible party information and renew
permits and alarm registrations in accordance with the CITY Alarm Ordinance ("Ordinance").
Updated information may be processed by mail, electronically and / or online;
3. Register, renew and bill the registration of alarm systems in accordance with the Ordinance.
Registrations and renewals may be processed by mail, telephone, electronically and / or online.
Notices related to registration may be sent by email or mail based on the alarm user contact
information maintained;
4. Import into CONTRACTOR's CryWolf alarm billing system, alarm incident data (in formats
prescribed by CONTRACTOR and Exhibit 1 attached) extracted from the SANTA ANA Inform
Records Management System.
CONTRACTOR will prepare the CryWolf permit data export function to produce daily files of alarm
status and permit information, e.g. alarm company, alarm subscriber and contact data, in a
predefined format, to be imported into the SANTA ANA Inform CAD system.
CONTRACTOR will collaborate with Santa Ana to: a) fully configure/test the import routine of
relevant CryWolf alarm system data into InformCAD and, b) fully configure/test the process
needed to ensure the proper and satisfactory import and operation of Permit Status as set forth
in Exhibit 1.
5. Create and host a dedicated, secure (SSL encrypted) SANTA ANA Alarm Program website for
CITY citizens and businesses to obtain false alarm reduction educational information, review
alarm ordinance and appeal requirements, access and update alarm account information, and
pay alarm fees online if preferred. This website may be linked by the CITY to the CITY website if
desired;
6. Initialize, maintain, secure and back-up Program databases including alarm business, alarm
system location and incident data; alarm -related financial transactions and accounts receivable
information. CONTRACTOR will comply with the provisions of the Alarm Ordinance, and update
Program business rules to comply with Alarm Ordinance changes as supported by the
CONTRACTOR's software;
7. Process false alarm incident data, including the matching of false alarm incidents with the alarm
system location database maintained by CONTRACTOR;
8. Bill and correspond with alarm businesses and alarm users in accordance with the Alarm
Ordinance provisions. This will include but may not be limited to invoices and delinquent payment
notices. A warning notice will be sent to each alarm user on the occasion of the alarm user's first
false alarm immediately preceding the first chargeable alarm incident. Warning notices may be
sent by mail, email or other electronic method based on the alarm user's accepted contact
method(s);
9. Provide CITY alarm users access to online information on false alarm reduction and Ordinance
requirements to include an Online Alarm School.
10. Answer telephone inquiries from CITY alarm users that are placed to a false alarm program
toll -free customer service number established for the CITY;
11. Process fee / penalty payments mailed to and deposited in a nearby CITY -approved JP
Morgan Chase dedicated Alarm Program bank lockbox and account, and received from other
payment channels, e.g. online, as agreed on by CONTRACTOR and the CITY, and apply these
payments to alarm accounts;
12. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a
CITY Alarm Program representative with documentation supporting noticing / billing decisions;
and updating the system with the disposition of any hearing results;
13. Provide and maintain computer equipment, software, mailing equipment and furniture at
CONTRACTOR's Program processing facilities;
14. Provide the CITY secure (SSL encrypted), online, on -demand access to alarm management
information and reports including, but not limited to, alarm account transaction history, alarm
system information, and financial transactions/balances with format and content specified by the
CryWolf Alarm Management System and the designated Bank, and agreed on between the CITY
and CONTRACTOR; and,
15. Perform special collection functions as directed and authorized by the CITY such as
retaining a third party collection agency or providing delinquent account information to other
CITY agencies. To the extent permitted by local law, third -party collection fees will be added to
the delinquent amounts. Uncollected amounts billed by CITY prior to program implementation
will be the responsibility of the CITY's collection agency. Upon approval by the CITY,
CONTRACTOR will retain CITY's current third -party collection agency or use a collection agency
of CONTRACTOR's choosing to perform delinquent collection services.
16. CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but
not limited to, the costs of staff, facilities, equipment, consumable supplies. Only third -party bank
and credit card fees, mailing supply costs (paper and envelopes), first class postage, third party
collection costs (if any), e.g. collection agency fee, and citizen overpayments, if any, will be shared
by the parties through payment from gross collections before revenue sharing.
SANTA ANA Responsibilities
1. Appointing a CITY Alarm Administrator ("Administrator") and backup administrator who will be
the primary points of contact between CONTRACTOR and the CITY. The Administrator(s) is
responsible for overseeing CONTRACTOR'S operation of the False Alarm Management Services
Program ("Program") and accessing Program information, as needed, via CONTRACTOR
provided online access;
2. Requesting or supporting CONTRACTOR'S requests of Alarm Companies, as needed, to
provide alarm system information;
3. Making any and all decisions about alarm call response, determining whether calls are false
alarms, providing any on -scene communication of alarm related information to alarm users, and
for entering any alarm related information within the SANTA ANA Inform CAD System;
4. Extracting false alarm call incident data from the SANTA ANA Inform RMS System and
transferring this data electronically to CONTRACTOR (via CONTRACTOR'S FTP site). The data
extraction format will be provided by CONTRACTOR and CONTRACTOR will provide the CITY
additional software for automating the daily transfer of alarm incident files to CONTRACTOR;
5. Scheduling, conducting and making appeal decisions for any false alarm hearings;
6. Conducting any general public education programs on false alarms; and,
7. Transferring any and all financial information from the Program generated alarm reports to
other SANTA ANA financial systems, as needed.
The CITY is responsible for all costs of carrying out the CITY's responsibilities, including, but not
limited to the costs of staff, facilities, computer equipment and consumable supplies.
[Remainder of Page Intentionally Left Blank]
ATTACHMENT B
PAYMENTTERMS
1. REVENUE -SHARE PERCENTAGE
For the provision of all Services and technology outlined in this Contract, CONTRACTOR shall
obtain payment exclusively from the revenues CONTRACTOR helps generate. There shall be
no upfront systems development, licensing, conversion, equipment, travel, support or other
costs. CONTRACTOR shall purchase, configure, install, and customize all systems and
processes CONTRACTOR requires to provide the Services described herein.
The CONTRACTOR's Revenue Share is 14%.
• The only amounts that shall be paid from the total collected revenue and subtracted from the
total collected revenue before the revenue sharing percentages are applied are:
1. Any overpayments by alarm users to be refunded or held for application against future
charges, as directed by the CITY;
2. Bank fees charged by the CITY -approved lockbox bank;
3. Correspondence mailing costs (envelopes and paper) including postage (at first class
postage rates); and
4. Third -party credit card processing charges, if any.
• Any certified mail requirements will be paid from the CITY's revenue share.
• CONTRACTOR will provide the Inform CAD and RMS interfaces described in Attachment A
at no additional cost to the CITY. On -going maintenance costs for CryWolf and Inform CAD
bi-directional interface are included as part of the revenue -share percentage spilt.
Data conversion: Conversion of CITY's existing alarm system permit data is included.
2. REVENUE -SHARE ASSUMPTIONS
The revenue share percentages are based on several assumptions over which the
CONTRACTOR has little or no control:
• The Ordinance fee and fine schedules remain at levels equal to or greater than at the
Contract effective date;
• The CITY adopts a fair, but firm approach to granting appeals. Appeals and CITY waived
charges are expected to reduce collections by no more than 5% annually; and
• The CITY actively supports enforcement of the Alarm Ordinance, including support of
reasonable measures to collect all amounts due for violations of the Alarm Ordinance.
If City causes any of the above assumptions to fail, Contractor shall have the right to renegotiate
the Revenue Share.
Banking — General
1. All payments and banking services shall be conducted through the City's official
banking service provider, JPMorgan Chase & Co. (JPMC) CONTRACTOR will
receive check payments to the dedicated Alarm Program lockbox on the City's
behalf.
2. Deposits are automatically completed on a daily basis upon receipt at the
lockbox.
3. CONTRACTOR will initiate monthly ACH payments to the City's designated bank
account in accordance with the revenue -share percentages.
4. Conduct daily reconciliation of all payments entered with bank deposits;
5. Charge -backs and NSF's. CONTRACTOR will process credit card charge -backs and
NSF's when notified of each occurrence. Once processed, CONTRACTOR will send a
custom letter to the individual detailing the returned item and the amount due on the
citation.
6. File and store all source documents in an easily retrievable system;
3. REVENUE -SHARE PAYMENT PROCESS
CITY and CONTRACTOR agree as follows:
1. All false alarm related fee collections will be sent to a False Alarm Bank Account ("False
Alarm Account") to be established at a mutually agreeable Commercial Bank. Payments
sent directly to the bank lockbox will be deposited daily. Online credit card payments,
transferred from the payment processor, will be deposited in the Alarm Program bank
lockbox upon receipt.
2. CITY and CONTRACTOR agree to maintain a positive balance of available funds
("Minimum Balance") at all times in the False Alarm Account;
3. At the beginning of each month, CONTRACTOR will reconcile the alarm related deposits
for the most recent completed month and report the same to CITY. Upon CITY's
approval, CITY and CONTRACTOR shall authorize and cause the issuance of electronic
(ACH) transfers to CITY and to CONTRACTOR as follows:
a. With regard to the transfer to CONTRACTOR, the amount will be calculated
for CONTRACTOR based on the Revenue Share described above. That
amount, not to exceed 14% of the revenue collected during the preceding
month, shall be transferred to a bank and account authorized by
CONTRACTOR; and,
b. The remaining balance of the revenue collected during the preceding month of
no less than 86%, shall be transferred to a bank and CITY account specified
by CITY.
4. At the termination of this Contract, any remaining balance shall be transferred to
CONTRACTOR and to CITY on the same prorata basis, e.g. 14% and 86% respectively.
In addition, Contractor will continue to collect payments from the lockbox and record
such payments for the CITY on an Excel spreadsheet which will be provided to the CITY
on a weekly basis for 90 days. At the end of each month, for the 90-day period,
Contractor will reconcile the bank statement and spreadsheet of payments after
termination date and Contractor shall share those payments collected in the lockbox with
the CITY and be compensated at 14% for those 90 days of payments collected after
termination date.
Delinquent Account Terms
The parties shall define a mutually agreeable process and methods for collecting amounts due
from delinquent accounts. If organizations other than the CITY and CONTRACTOR are retained
to collect overdue amounts, the parties agree that the collection costs shall to the extent
permitted by State of California law be added to the delinquent amounts owed by alarm system
users or be borne by the parties on a pro-rata basis by deducting the third party collection fees
from the gross third party collections before the revenue shares are calculated.
The CITY Payment Upon Early Termination (Per Paragraph 17C)
If, within the initial two (2) years of the effective date, this Contract is terminated by the CITY for
convenience under 17A, or is terminated by CONTRACTOR for cause as defined in Paragraph
17B, CONTRACTOR shall be due a one-time Program Termination fee, not to exceed
$24,000.00, to reimburse CONTRACTOR for startup costs. This fee shall be in addition to any
other amounts due CONTRACTOR under the Contract. The $24,000.00 shall be amortized
(reduced) on a straight-line basis ($1,000 per month) over the initial two (2) year period.
�`� CERTIFICATE OF LIABILITY INSURANCE D11/13/201YV)
sl3ERT20 11/ DER. I9
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.
CERTIFICATE
THIS
DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
BELOW.
POLICIES
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING
INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(Ies) must have ADDITIONAL INSURED
provisiDns or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement
A statement on
this certificate does not confer rights to the certificate holder In lieu of such andorsemenl(s).
PRODUCER Locklon Insurance Brokers, LLC
CON A T
CA License #OF 15761
NAME:
PHONE ---
E-MAIL FAIL No
Three Emburcadcro Center, Suite 600
San Francisco CA 94111
ADDRESS:
t415)5684000
- INSURERI9) APFOROWGCOVERAGE NAIC0
-
INSURED
INSURER A: National Fire Insurance Co of H. f—rl 20478
Central$ uareTechnolg
t11c8. LLC
1424762
INSURERS: The Continental Insurance Company 35289
Superion, LLC
INSURER CC
h S Systems
INSURER D:
—
1000 BUSINESS
1000 BUSINESS CENTER DR.
INSURER E
Lake Mary FL 32746
NSURER F:
COVERAGES RAMHODI CEanFlcerc MunaRco. I-
----..... .-..•-••-•••- uoUa_D.o REVISION NUMBER: X,XXXX7CX 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 AD S BR
POLICY LTR! TYPE OF INSURANCE POLICYEFF POLICY EXP -
MralDDmvr MMIODttYVT LIMITS
AN6.BCiAL+GBRCSRI,h RLETY..�_- 1' N 6072132367
CLAIMS-NAOE X OCCUR 8:7 L^UI9 8711 '.. nOCC N ` % 1.000,000
P—iPREAlISES Ea occ,aence 3
L1,000 DDD
- — - MEP E%P lAny one parson) 3 15,000
- PERSONAL AAOV WJURY 3 1000 000
G'cETL AGGREGAtE LIMB APPLIES PER: GENERALAGGREGATE 3 2.000000
r—i PRO-
PGLICY G
OTHER: JET LOC PROIXICTS-COM'10PAGG S 7000 Q00
A AUTOMOBILE LIABILITY S
N - N 6072382370 8312019 83120'D Oh I. ❑ IN LE LIMIT
ANY ALTO - _IEa a¢Mem I3 1000,000
OWNED SCHEDULED BODILY INJURY Damon) 3 �X,1Ly
AUTOS ONLY AUTOS BODLLY INJURY(Peracdden0 S
NON OWNED
X AUTHIRO ONLY X AUTOS ONLY I XXXXXi{iL
PROPERTY DAMAGE
X Cum Dcd:51(1H CT
ramaem
UMBRELLA LIAB OCCIAi NOT APPLICABLE 3 xxxxxXX
Excsss Lwe EACH OCCu1RENCE 3 XXXXXXX
CLAIMS-AACE
AGGREGATE ! S XXXXXXX
DIED RETENTIONS
WORKERSCOAIPENSATION 3 XXXlIXJ--x
B AND EMPLOYERS' LIABILITY YIN 6072382357 1CAI 8/311-1019 931201) X STATtrtE ERH-
B AH'i P00PRIETOR/PARTNERIEAECUTNE N I 607_78_33(i'AD$) 8/312U19 8.31.2020 1 ODU UUU
OFFICERIAIEMBEREXCLUDEDP N NIA. El- 5
If y ntlalary In NH) I----1,000,000
If yes, describe u,lder E.L DISEASE -EA EMPLOYEE S
DESCRIPTION OF OPERATIONS beMw EL DISEASE -POLICY LIMIT 3 1.000.000
I I
OESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 181, Additional Remarks Schedule, may be attached it more space is required)
CityTHIS CCIRIFICATE BLTER8EDE5.ALL PREtiiOC3LY ISBCED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED.M THE POLICY' TERMS) REFERECCED City of Santa Ana, its elected and apiminleel officials, Elincers. employees, agents, and Successors are included u an Additional Insured Widl respect to
liability arising out of the operations of dw insured and to the extent pmvided by the policy language or endorsemeln issued or approved by the insurance carrier.
CERTIFICATE Hni nFR
15605283
City OF Santa Ana
Risk Management Division
20 Civic Center Plaza, 4th I
Santa Ana, CA 92701
M.
ELLED BEFO
2019 I THEULD EXANY OFPIRATIIONH DATE VTHEREOF, NOTICEDESCBEDI ES WILL BE CBE CDELIVERED INN
ACCORDANCE WITH THE POLICY PROVISIONS.
1988-201
- --%w 1o111v cola IUgo are registered marKs of ACORD
rights
Attachment Code: D568356 Master ID: 1424762, Certificate ID:/5605283
To whom it may concern:
In our continuing effort to provide timely certificate delivery, Lockton Companies is
transitioning to paperless delivery of Certificates of Insurance.
To ensure electronic delivery for future renewals of this certificate, we need your email address.
Please contact as via one of the methods below, referencing Certificate 11) 15605283.
• Email: PaeifleeDeliveivtc"i}lockton.eom
• Phone: (213) 689-2300
If you received this certificate through an internet link where the current certificate is viewable,
we have your email and no further action is needed.
In the event your mailing address has changed, will change in the frrnue, or you no longer
require tlus certificate, please let us know using one of the methods above.
The above inbox is for automating electronic delivery of certificates only. Please do NOT send
,fltture certificate requests to this inbox.
Thank you for your cooperation and willingness in reducing our environmental footprint.
Lockton Insurance Brokers, LLC — Pacific Series
Lockton Insurance Brokers, LLC
Liceabe t�rFtS7t;7
le'lMR)a Sacet, 72nd F1; Los AnZCk- , CA Wo"7_'_.'.4
13-639-0065 r FAX 213-659-0M
I j
1 �hlq lockton.com
CNA
Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE
PART as follows. If any other endorsement attached to this policy amends any provision also amended by this
endorsement, then that other endorsement controls with respect to such provision, and the changes made by this
endorsement with respect to such provision do not apply.
TABLE OF CONTENTS
1. Additional Insureds
2. Additional Insured • Primary And Non -Contributory To Additional Insured's Insurance
3. Bodily Injury —Expanded Definition
4. Broad Knowledge of Occurrence/ Notice of Occurrence
S. Broad Named Insured
5. Estates, Legal Representatives and Spouses
7. Expected Or Intended Injury — Exception for Reasonable Force
8. In Rem Actions
9, Incidental Health Care Malpractice Coverage
10. Joint Ventures/PartnershiplLimited Liability Companies
11. Legal Liability — Damage To Premises
12. Medical Payments
13. Non -owned Aircraft Coverage
14. Non -owned Watercraft
15. Personal And Advertising Injury— Discrimination or Humiliation
16. Personal And Advertising Injury - Limited Contractual Liability
17. Property Damage - Elevators
18. Supplementary Payments
19. Property Damage— Patterns, Molds and Dies
20. Unintentional Failure To Disclose Hazards
21. Waiver of Subrogation — Blanket
uu�y ,mu. vur<J04a0f
Page 1 of 14 Endorsement No:
National Fire ins Cc of Hartford Effective Date: 08/3112019
Insured Name: CENTRALSQUARE TECHNOLOGIES, LLC
Copyright CNA All Rights Reserved. Includes copyrighted materfal of Insurance services Office, Inc., wish Its permission.
Atts chi -nett[ o e: m
o
CNA
echnolrat Liabilit Extension Endorsement
1. ADDITIONAL INSUREDS
a. WHO 15 AN INSURED is amended to include as an Insured any person or organization described In
paragraphs A. through K. below whom a Named Insured Is required to add as an additional insured on this
Coverage Part under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; and
(2) was executed prior to:
(a) the bodily injury or property damage; or
(b) the offense that caused the personal and advertising Injury,
for which such additional Insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer
will not provide such additional Insured with:
(1) a higher limit of insurance than required by such contract or agreement; or
(2) coverage broader than required by such contract or agreement, and in no event broader than that
described by the applicable paragraph A. through K. below.
Any coverage granted by this endorsement shall apply only to the extent permissible by law.
A, Controlling Interest
Any person or organization with a controlling interest In a Named Insured, but only with respect to such
person or organization's liability for bodily Injury, property damage or personal and advertising Injury
arising out of:
1. such person or organization's financial control of a Named Insured; or
2. premises such person or organization owns, maintains or controls while a Named Insured leases or
occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new
construction or demolition operations performed by, on behalf of, or for such additional Insured.
B. Co-owner of Insured Premises
A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with
respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury
as co-owner of such premises.
C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such
person or organization's liability for bodily injury, property damage or personal and advertising Injury as
grantor of a franchise to the Named Insured.
D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability
for bodily injury, property damage or personal and advertising injury caused, in whole or In part, by the
Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving
rise to such bodily injury, property damage or the offense giving rise to such personal and advertising
Injury takes place prior to the termination of such lease.
E. Lessor of Land
Any person or organization from whom a N med Insured leases land but only with respect to liability for
bodily Injury, roe dama a or erso I and advertising injury arising out of the ownership,
CNA74872XX (1-16) Policy No: 6072382367
Page 2 of 14 Endorsement No:
National Fire Ins Co orHatrord 1-1I�r�� Effective Date: 08131/2019
Insured Name: CENTRALSQUkRE TECI INOLOGIES, LLC
Copyright CNA Atl Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Att I cTiInc ht Co&FU5_ cl' �% e
Cf f
Technology General Liability Extension Endorsement
maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property
damage or the offense giving rise to such personal and advertising Injury takes place prior to the
termination of such lease. The coverage granted by this paragraph does not apply to structural alterations,
new construction or demolition operations performed by, on behalf of, or for such additional insured.
F. Lessor of Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate
manager, but only with respect to liability for bodily Injury, property damage or personal and advertising
injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named
Insured, and provided that the occurrence giving rise to such bodily Injury or property damage, or the
offense giving rise to such personal and advertising Injury, takes place prior to the termination of such
lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or
demolition operations performed by, on behalf of, or for such additional Insured.
G. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or
receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the
Named Insured's ownership, maintenance, or use of a premises by a Named Insured.
The coverage granted by this paragraph does not apply to structural alterations, new construction or
demolition operations performed by, on behalf of, or for such additional insured.
H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits
A state or governmental agency or subdivision or political subdivision that has issued a permit or
authorization but only with respect to such state or governmental agency or subdivision or political
subdivision's liability for bodily injury, property damage or personal and advertising Injury arising out of:
1. the following hazards In connection with premises a Named Insured owns, rents, or controls 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, hoistaway openings,
sidewalk vaults, street banners, or decorations and simllar exposures; or
b. the construction, erection, or removal of elevators; or
c, the ownership, maintenance or use of any elevators covered by this insurance; or
2. the permitted or authorized operations performed by a Named Insured or on a Named insured's
behalf.
The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations
performed for the state or governmental agency or subdivision or political subdivision; or
It. Bodily Injury or property damage included within the products completed operations hazard,
With respect to this provision's requirement that additional insured status must be requested under q written
contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the
Named Insured to add the governmental entity as an additional insured.
I. Trade Show Event Lessor
1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or
displayer, any person or organization whom the Named Insured is required to include as an additional
Insured, but only with respect to such person or organization's liability for bodily injury, property
damage or personal and advertising injur caused by:
ONA74872XX (1-15) Po icy No: 6o723823..
Page 3 of 14 Endorsement No:
National Fire: Ins Co of Hartford Effective Date: o8/31/2olg
Insured Name: CENTRALSQUAItE "fECHNOLOGIES, LLC 1�j]
copyright CNA All Rights Reserved. Includes copyrighted mat rlAl dri.�ance Services Office. Inc., with Its permission.
At , c ment Code: W29485 er r ieate.. . 1560283
CNA
Technology General Liability Extension Endorsemenil
a, the Named Insured's acts or omissions; or
b. the acts or omissions of those acting on the Named Insured's behalf,
in the performance of the Named Insured's ongoing operations at the trade show event premises
during the trade show event.
2. The coverage granted by this paragraph does not apply to bodily injury or property damage included
within the products -completed operations hazard.
J. Vendor
Any person or organization but only with respect to such person or organization's liability for bodily injury or
property damage arising out of your products which are distributed or sold in the regular course of such
person or organization's business, provided that:
1. The coverage granted by this paragraph does not apply to:
a. bodily Injury or property damage for which such person or organization is obligated to pay
damages by reason of the assumption of liability In a contract or agreement unless such liability
exists In the absence of the contract or agreement;
b, any express warranty unauthorized by the Named Insured;
c. any physical or chemical change In any product made intentionally by such person or organization;
d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or
the substitution of parts under instructions from the manufacturer, and then repackaged In the
original container;
e. any failure to make any Inspections, adjustments, tests or servicing that such person or organization
has agreed to make or normally undertakes to make in the usual course of business, in connection
with the distribution or sale of the products;
f. demonstration, installation, servicing or repair operations, except such operations performed at such
person or organization's premises In connection with the sale of a product;
g, products which, after distribution or sale by the Named Insured, have been labeled or relabeled or
used as a container, part or ingredient of any other thing or substance by or for such person or
organization; or
h, bodily injury or property damage arising out of the sole negligence of such person or organization
for Its own acts or omissions or those of its employees or anyone else acting on its behalf. However,
this exclusion does not apply to:
(1) the exceptions contained In Subparagraphs d. or f, above; or
(2) such Inspections, adjustments, tests or servicing as such person or organization has agreed
with the Named Insured to make or normally undertakes to make in the usual course of
business, in connection with the distribution or sale of the products.
2. This Paragraph J, does not apply to any insured person or organization, from whom the Named Insured
has acquired such products, nor to -any Ingredient, part or container, entering Into, accompanying or
containing such products.
3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional Insured by endorsement to this Coverage Part;
b, to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor
c. if bodily Injury or property damage included within the products completed operations hazard
is excluded by endorsement to this CpveraggiPart.
e Pa 4of14 "
9 Endorsement No:
National Fire Ins Co of Hartford Effective Date: 08/31/2019
Insured Name: CENTRALSQUARE TECHNOLOGIES, LLC
Copyright CNA All Rights Reserved. Includes copyrighted ma141 e 3 Mcas Office, Inc., with Its permission.
Att c men[ o e: � er [cafe dd
CN^
Technolo y General Liability Extension Endorsemen
K. Other Person Or Organization 1 Your Work
Any person or organization who is not an additional Insured under Paragraphs A. through J. above. Such
additional Insured is an Insured solely for bodily Injury, property damage or personal and advertising
Injury for which such additional Insured is liable because of the Named Insured's acts or omissions.
The coverage granted by this paragraph does not apply to any person or organization:
1. who Is specifically scheduled as an additional Insured on another endorsement to this Coverage Part;
nor
2, for bodily injury or property damage included within the products -completed operations hazard
except to the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL
INSUREDS Provision requires the Named Insured to provide the additional insured such coverage;
and
c. the bodily injury or property damage results from your work that is the subject of the written
contract or agreement, and such work has not been excluded by endorsement to this Coverage
Part,
2. ADDITIONAL INSURED • PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE
A. The Other Insurance Condition In the COMMERCIAL GENERAL LIABILITY CONDITIONS Sectlon is
amended to add the following paragraph:
If the Named Insured has agreed in writing In a contract or agreement that this insurance Is primary and
non-contributory relative to an additional insured's own Insurance, then this insurance Is primary, and the
Insurer will not seek contdbutlon from that other insurance. For the purpose of this Provision 2., the
additional Insured's own Insurance means insurance on which the additional insured is a named insured.
B. With respect to persons or organizations that qualify as additional Insureds pursuant to paragraph I.K. of
this endorsement, the following sentence Is added to the paragraph above:
Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the Insurance provided
to such person or organization Is excess of any other Insurance available to such person or organization.
3. BODILY INJURY — EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:
Bodily injury means physical Injury, sickness or disease sustained by a person, including death, humiliation,
shock, mental anguish or mental Injury sustained by that person at any time which results as a consequence of
the physical injury, sickness or disease.
4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit
Condition Is amended to add the following provisions:
A. BROAD KNOWLEDGE OF OCCURRENCE
The Named Insured must give the Insurer or the Insurer's authorized representative notice of an
occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person
Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an
employee designated by any of the above to give such notice.
B. NOTICE OF OCCURRENCE
CNA74872XX (1-15) Policy No: 60723823/7
Page 5 of 14 Endorsement No:
National dire Iris Co of Hartford Effective Date: D8/31/2019
Insured Name: CENTRALSQUARE TECHNOLOGIES, LLC
Copyright CHA Ali Rights Reserved. Includes copyrighted m to a 6ervices ofcs, Inc., with Its Permission.
Au current Code::: e 1 [Cate c
CN^
Technology General Liability Extension Endorsemen
The Named Insured's rights under this Coverage Part will not be prejudiced If the Named Insured fails to
give the Insurer notice of an occurrence, offense or claim and that failure Is solely due to the Named
Insured's reasonable belief that the bodily injury or property damage Is not covered under this Coverage
Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the
Insurer as soon as the Named Insured Is aware that this Insurance may apply to such occurrence, offense
or claim.
S. BROAD NAMED INSURED
WHO IS AN INSURED is amended to delete Its Paragraph 3. in Its entirety and replace it with the following:
3. Pursuant to the limitations described in Paragraph 4, below, any organization In which a Named Insured has
management control:
a. on the effective date of this Coverage Part; or
b. by reason of a Named Insured creating or acquiring the organization during the policy period,
qualifies as a Named Insured, provided that there Is no other similar liability Insurance, whether primary,
contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would
have provided coverage but for the exhaustion of Its limit, and without regard to whether its coverage is
broader or narrower than that provided by this Insurance.
But this BROAD NAMED INSURED provision does not apply to:
(a) any partnership or joint venture; or
(b) any organization for which coverage is excluded by another endorsement attached to this Coverage
Part,
For the purpose of this provision, and of tills endorsement's JOINT VENTURES / PARTNERSHIP /
LIMITED LIABILITY COMPANIES provision, management control means:
A, owning Interests representing more than 50% of the voting, appointment or designation power for the
selection of a majority of the Board of Directors of at corporation, or the members of the management
board of a limited liability company; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or
transfer or sell property held by a trust.
4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this
insurance does not apply to:
a. bodily injury or property damage that first occurred prior to the date of management control, or that
first occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of
management control or that first occurs after management control ceases.
5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own
names or under such other trading names or doing -business -as names (dba) as any Named Insured
should choose to employ.
6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under
this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses
only for claims arising solely out of their capacity or status as such and, In the case of a spouse, where such
claim seeks damages from marital community property, jointly held property or property transferred from such
natural person Insured to such spouse. No coverage Is provided for any act, error or omission of an estate, heir,
legal representative, or spouse outside the scope of such person's capacity or status as such, provided however
A74872)0i (1-15) Policy No: 60723 2367
Page 6 of 14 Endorsement No:
National Fire Ins Co of Hartford Effective Date: 08/3112019
Insured Name: CENTRALSQUARE TECHNOLOGIES, LLC
Copyright CNA All Rights RaseNed. Includes copyrighted mat+l /nce SeMces Office, Inc., with its permission
ktti c men Code: WY.94b. Cerr cate
CNA
Technology General Liability Extension Endorsemen
that the spouse of a natural person Named Insured end the spouses of members or partners of joint venture
or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the
conduct of the Named Insured's business.
7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE
Under COVERAGES, Coverage A -- Bodily Injury And Property Damage Liability, the paragraph entitled
Exclusions is emended to delete the exclusion entitled Expected or Intended Injury and replace it with the
following:
This Insurance does not apply to:
Expected or Intended Injury
Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion
does not apply to bodily injury or property damage resulting from the use of reasonable force to protect
persons or property.
8. IN REM ACTIONS
A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for
the Named Insured, will be treated in the same manner as though the action were in personam against the
Named insured.
9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily Injury that arises out of a health care incident:
A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring
Agreement Is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following:
b. This Insurance applies to bodily injury provided that the professional health care services are incidental
to the Named Insured's primary business purpose, and only if:
(1) such bodily injury Is caused by an occurrence that takes place In the coverage territory.
(2) the bodily injury first occurs during the policy period. All bodily Injury arising from an
occurrence will be deemed to have occurred at the time of the first act, error, or omission that Is
part of the occurrence; and
B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled
Exclusions Is amended to:
1. add the following to the Employers Liability exclusion:
This exclusion applies only if the bodily injury arising from a health care Incident Is covered by other
liability insurance available to the Insured (or which would have been available but for exhaustion of its
limits).
11. delete the exclusion entitled Contractual Liability and replace it with the following:
This insurance does not apply to:
Contractual Liability
the Insured's actual or alleged liability under any oral or written contract or agreement, including but not
limited to express warranties or guarantees.
Ili, add the following additional exclusions.
This insurance does not apply to:
CNA74872XX (1-15) Policy No: 6072382367
Page 7 of 14 Endorsement No:
National Fire Ins Cc of Hartford Effective Date: 08/31/2019
Insured Name: CENTRALSQUARE TECHNOLOGIES, LLC
CopyrIghtONAAA Rights Reserved. Includes copyrighted ma�nato A ,Knee services office. Inc., with its permission.
�ltc[meit oe: eri tcate (/y/®�J�®
NA O
Technology General Liability Extension Endorsemen
Discrimination
any actual or alleged discrimination, humiliation or harassment, that Includes but shall not be limited to
claims based on an Individual's race, creed, color, age, gender, national origin, religion, disability, marital
status or sexual orientation.
Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.
Medicare/Medicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any simtlar federal,
state or local governmental program.
Services Excluded by Endorsement
Any health care incident for which coverage Is excluded by endorsement.
C. DEFINITIONS is amended to:
I. add the following definitions:
Health care incident means an act, error or omission by the Named insured's employees or
volunteer workers In the rendering of:
a. professional health care services on behalf of the Named Insured or
b. Good Samaritan services rendered In an emergency and for which no payment is demanded or
received.
Professional health care services means any health care services or the related furnishing of food,
beverages, medical supplies or appliances by the following providers In their capacity as such but solely
to the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c, Nurse practitioner;
d. Emergency medical technician;
e. Paramedic;
f. Dentist;
g. Physical therapist;
h. Psychologist;
i. Speech therapist;
j. Other allied health professional; or
Professional health care services does not include any services rendered in connection with human
clinical trials or product testing.
U. delete the def nidon of occurrence and replace it with the following:
Occurrence means a health care Incident. All acts, errors or omissions that are logically connected by
any common fact, circumstance, situation, transaction, event, advice or decision will be considered to
constitute a single occurrence;
UNM 8or 14 t'I-10) Ncy No: 60723ti2367
Page
Page 8 of 14 Endorsement
No:
National Rre hus Co of Hartford Effective Date: 08/31/2019
Insured Name: CENTRALSQUARE TECHN01,00[E-S, LLC � -R
copyright CNA All Rights Reserved. Includes copyrighted maleri of a eeNlee9 Orfice, Inc., with its permission
M,ipq
ktt, c iment Code: D529485 Cer iticate . 15005283
CNA
Technology General Liability Extension Endorsemen
Ili. amend the definition of Insured to:
a. add the following:
the Named Insured's employees are Insureds with respect to:
(1) bodily injury to a co -employee while In the course of the co -employee's employment by
the Named Insured or while performing duties related to the conduct of the Named
Insured's business; and
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the
Named Insured's business;
when such bodily injury arises out of a health care Incident.
the Named Insured's volunteer workers are Insureds with respect to:
(1) bodily Injury to a co -volunteer worker while performing duties related to the conduct of
the Named Insured's business; and
(2) bodily Injury to an employee while in the course of the employee's employment by the
Named Insured or while performing duties related to the conduct of the Named Insured's
business;
when such bodily injury arises out of a health care Incident.
b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED.
c, add the following:
Insured does not include any physician while acting In his or her capacity as such.
D. The Other Insurance condition is amended to delete Paragraph b.(1) in Its entirety and replace it with the
following:
Otherinsurance
b. Excess Insurance
(1) To the extent this insurance applies, It is excess over any other Insurance, self insurance or risk
transfer instrument, whether primary, excess, contingent or on any other basis, except for Insurance
purchased specifically by the Named Insured to be excess of this coverage.
10. JOINT VENTURES I PARTNERSHIP / LIMITED LIABILITY COMPANIES
WHO IS AN INSURED Is amended to delete Its last paragraph and replace it with Hie following:
No person or organization is an Insured with respect to:
the conduct of any current or past partnership or -joint venture that is not shown as a Named Insured In
the Declarations; nor
the conduct of a current or past limited liability company in which a Named Insured's Interest does/did
not rise to the level of management control; 1.
except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company,
and such joint venture, partnership or limited liability company terminated prior to or during the policy period,
then such Named Insured is an Insured with respect to its interest In such joint venture, partnership or limited
liability company but only to the extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the
personal and advertising injury arising out of such offense, first occurred after such termination date;
b. the bodily injury or property damage first occurred after such termination date; and
CNA74872 (1-15) Policy No: 6072382367
Page 9 of 14 Endorsement No:
National Fire Ins Co of Hartford Effective Date: 08/31/2019
Insured Name: CENTRALSQUARE TECHNOLOGIES, LLC
Copyright CNA All Rights Reserved. Includes copydghled at 'al rance services office, Inc., with Its pennisslon.
1Jqq
Atti I icate 7_
CNA
Technology General Liability Extension Endorsemen
c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture
or limited liability company.
11. LEGAL LIABILITY — DAMAGE TO PREMISES
A. Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage
to Property exclusion and replace It with the following:
Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire,
lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the
Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the
contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate
limit of insurance applies to Damage To Premises Rented To You as described In LIMITS OF INSURANCE.
B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions is amended to delete Its last paragraph and replace it with the following:
Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from
automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a
Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named
Insured for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section.
C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit)
and replace It with the following:
S. Subject to Paragraph 5, above, (the Each Occurrence Limit), the Damage To Premises Rented To You
Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage
to:
a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured
with the permission of the owner, and
b. contents of such premises if the premises Is rented to the Named Insured for a period of 7 or fewer
consecutive days.
The Damage To Premises Rented To You Limit Is $500,00o, unless a higher Damage to Premises
Rented to You Limit is shown in the Declarations.
D, The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(tl), and replace It with the
following:
(ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by
the Named Insured with the permission of the owner; or for personal properly of others in the Named
Insured's care, custody or control;
E. This Provision 11. does not apply If liability for damage to premises rented to a Named Insured Is excluded by
another endorsement attached to this Coverage Part.
124. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE Is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with
the following:
7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the
Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily
injury sustained by any one person. The Medical Expense Limit is the greater of:
(1) $16,000 unless a different amount Is shown here: @@@@@@@@@@@@@@; or
Page 10 of 14
National Fire Ins Co of Hartford
Insured Name: CENTRALSQUARE TECHNOLOGIES,
Copyright CNA All Rights Reserved. Includes copyrl
Endorsement No:
Effective Date: 08/31/2019
Services case. Inc., with Its permission.
Art rclm7cliL o e: err cafe
CNA
Technology General Liability Extension Endorsemen
(2) the amount shown in the Declarations for Medical Expense Limit.
B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace
Paragraph 1,a.(3)(b) with the following;
(b) The expenses are Incurred and reported to the Insurer within three years of the date of the accident; and
13. NON -OWNED AIRCRAFT
Under COVERAGES, Coverage A— Bodily Injury and Property Damage liability, the paragraph entitled
Exclusions is amended as follows:
The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:
This exclusion does not apply to an aircraft not ownad by any Named Insured, provided that:
1. the pilot In command holds a currently effective certificate Issued by the duly constituted authority of the
United States of America or Canada, designating that person as a commercial or airline transport pilot;
2. the aircraft Is rented with a trained, paid crew to the Named Insured; and
3. the aircraft is not being used to carry persons or property for a charge.
14. NON -OWNED WATERCRAFT
Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions Is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and
replace It with the following.
This exclusion does not apply to:
(2) a watercraft that is not owned by any Named Insured, provided the watercraft is:
(a) less than 75 feet long; and
(b) not being used to carry persons or property for a charge.
15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION
A. Under DEFINITIONS, the definition of personal and advertising Injury is amended to add the following tort
• Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.
B. Under COVERAGES, Coverage B— Personal and Advertising Injury Liability, the paragraph entitled
Exclusions is amended to:
1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following:
This Insurance does not apply to:
Knowing Violation of Rights of Another
Personal and advertising Injury caused by or at the direction of the Insured with the knowledge that
the act would violate the rights of another and would inflict personal and advertising injury. This
exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation
of a natural person, but only if such discrimination or humiliation is not done Intentionally by or at the
direction of:
(a) the Named Insured; or
(b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured Is
a limited liability company) of the Named Insured,
2, add the following exclusions:
This insurance does not apply to:
CNA74872XX (1 -15) Policy o: 6072382367
Page 11 of 14 Endorsement No:
National Fire Ins Cc of Hartford (� Effective Date: 09/31P019
Insured Name; CENTRALSQUARETECHNOLOGIES, LL(1 I I
Copyright CNA All Rights Rese,ved. Incluess copyrights mate surance SoNkes office, Inc., with Ina parmisslon.
Att<MUM o c; D529485 Cer l ieate
CNA
Technology General Liability Extension Endorsemen
d. The allegations In the suit and the information the Insurer knows about the offense alleged in such
suit are such that no conflict appears to exist between the interests of the Insured and the interests
of the indemnitee;
2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) Is deleted and replaced by the following:
So long as the above conditions are met, attorneys fees Incurred by the Insurer in the defense of that
Indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses
incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the
provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement),
such payments will not be deemed to be damages for personal and advertising Injury and will not
reduce the limits of insurance.
D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not
apply If Coverage B—Personal and Advertising Injury Liability Is excluded by another endorsement
attached to this Coverage Part.
17. PROPERTY DAMAGE — ELEVATORS
A. Under COVERAGES, Coverage A —Bodily Injury and Property Damage Liability, the paragraph
entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3),
(4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the
use of elevators.
B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision,
the Other Insurance conditions is amended to add the following paragraph:
This Insurance Is excess over any of the other insurance, whether primary, excess, contingent or on any
other basis that Is Property Insurance covering property of others damaged from the use of elevators.
15.SUPPLEMENTARY PAYMENTS
The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows:
A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a
$6,000. limit; and
B. Paragraph 1.d. Is amended to delete the limit of $250 shown for dally loss of earnings and replace it with a
$1,000. limit.
19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES
Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled
Exclusions Is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but
only with respect to patterns, melds or dies that are In the care, custody or control of the Insured, and only if
such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of
$25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage,
and this limit:
A. Is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and
B. applies excess over any valid and collectible property Insurance aVallable to the Insured, including any
deductible applicable to such Insurance; the Other Insurance condition is changed accordingly.
20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the Inception date of the Named
Insured's Coverage Part, the Insurarwill not deny coverage under this Coverage Part because of such failure.
CNA74872XX (1-15)Policy o: 6072382367
Page 13 of 14 Endorsement No:
National Eire his Co of Hartford Effective Date: 08/31/2019
Insured Name: CENTAALSQUARE TECHNOLOGIES, LLC
Copydghl CNA All fights Reserved. Includes copyright. m4,,r,.qJes office. Inc., with its parmisslon.
At ac tment Code: eri cae //�/-�/OA
echnology Gene al Liability Extension Endorsement
21. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is
amended to add the following:
The Insurer waives any right of recovery the Insurer may have against any person or organization because of
payments the Insurer makes for injury or damage arising out of:
1. the Named Insured's ongoing operations; or
2. your work Included in the products -completed operations hazard.
However, this waiver applies only when the Named Insured has agreed In writing to waive such rights of
recovery In a written contract or written agreement, and only If such contract or agreement:
1. is in effect or becomes effective during the term of this Coverage Part; and
2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise
to the claim.
All other terms and conditions of the Policy remain unchanged.
This endorsement, which forms a part of and is for attachment to the Policy Issued by the designated Insurers, takes
effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date Is shown
below, and expires concurrently with said Policy.
Page 14 of 14
National Fire Ins Co of Harttonl
Insured Name: CENTRALSQUARE TECHNOLOGIES,
Copydght CNA All Rights Resented. Includes copyr
Endorsement No:
Effective Date: 08/31/2019
Inc„ with Its permission.
Cowart, Janette
From:
lean Schommer <jean.schommerCNcentralsquare.com
Sent:
Wednesday, November 13, 2019 11:56 AM
To:
Cowart, Janette
Cc:
Ashley Ainsworth
Subject:
RE: Insurance
Janette:
Although our insurance broker does not notify with a 30 day cancellation notice, we can agree to provide the City notice
upon cancellation receipt from the insurer. Does that work'?
Jean
'4t CENTRALSQUARE can nc1ro1uma1
Market Managers False Alarm Management Solutions
rrcauuincres lean .schnnner(Drenlraisnuare..com
Aanlmn {;- m•.+.—,s m;eceen o: 407.514.9031 - m. 925.788-1103
From: Cowart, Janette <JCowart@santa-ana.org>
Sent: Wednesday, November 13, 2019 11:49 AM
To: Jean Schommer <jean.schommer@centralsquare.com>
Cc: Ashley Ainsworth<ashley.ainsworth@centralsquare.com>
Subject: RE: insurance
Hello Jean,
Thank you for the insurance documents. I noticed the 30-day cancellation statement is missing.
Janette Cowart I Account Clerk I
Police Department 160 Civic Center Plaza I Santa Ana, CA 92701
Work Hours:8 a.m.-1 p.m., M-TH
714-245-8308 1 JCowart@santa-ana.orn
M
2020
SANTA ANA COUNTS
htto://www.santa-ana.or-/
This e-mail (and attachments if any) may be subject to the California Public Records Act, and os such, may, therefore, be subject m public disclosure
unless otherwise exempt under the Act,
From: Jean Schommer <jean.schommer(acentralsauare.conil
Sent: Wednesday, November 13, 201911:11 AM
To: Cowart, Janette <JCowart@santa-ana org>
Cc: Ashley Ainsworth <ashIW-3 n�worth c centralsquare.com>
Subject: RE: Insurance
Janette:
Attached Is the Certificate of Insurance for our contract. Please let me know if you need anything else.
Thanks, Jean
�`4 CENTRALSt; UARP.
Aaulc"n �'pfruau Wnv,e�+• LocpPrc
Jean Schmnmer --
M3rlcelManager, False Alarm Management Solutlons
'oa s hQwLne ,�gltralsguare.cum
o:407.814.9031 4 m.025,788.1103
From: Cowart, Janette <JCowartsanta.ana.org>
Sent: Tuesday, November 12, 201912:48 PM
To: Jean Schommer< eanschomm e 7trals u re.4l�m>
Subject: insurance
Greetings Jean,
received your agreement for processing. In order to fully execute this agreement and prevent any future payment delay,
our Risk Management Division will require the following insurance documents as stated In the attached agreement:
1. COMMERCIAL GENERAL LIABILITY
$1.000,000 per occurrence and minimum $1,000,000 aggregate
or
CommerctaVCcmprehensive General Llablllty plus additional Excess Umbrella Liability
2. REQUIRED LANGUAGE
City of Santa Ana, Its elected and appointed officials, officers, employees, agents, and successors are named as
additional insureds.
3. Please note
"*CERTIFICATE HOLDER must be addressed as follows:
e City of Santa Ana
Risk Management Division
20 CIVIC Center Plaza, 40 floor
Santa Ana, CA 92701
4. CANCELLATION statement —
of insurance shall provide thirty (30) day prior written notice of cancellation
Please return the documents to me as soon as possible so I can proceed with the agreement process.
Thank you,
Janette Cowart j Account Clerk I
Police Department 160 Civic Center Plaza I Santa Ana, CA 92701
Work Hours: 8 a.m. —1 p.m:, M-TH
714-245-8308 1 1Cowart santa-ana.org