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HomeMy WebLinkAboutUTILITY ASSOCIATES, INC.INWRANCE ON FELE 0"S AP P (f) , 60 tli MAY PROCEED UNTIL INSURANCE EXPIRES N-2016-076 CLERK OFN�%,, 2016 DATE: AGREEMENT FOR EVALUATION OF MOBILE COMPUTER EQUIPMENT THIS EQUIPMENT EVALUATION AGREEMENT is entered into on January 29, 2016, by and between Utility Associates, Inc., a Delaware corporation (hereinafter "Utility") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS WHEREAS, the City desires to evaluate and test in real world situations mobile computer equipment in police patrol vehicles prior to putting out a bid request for mobile computer equipment. WHEREAS, Utility is willing to allow the City to use its mobile computer equipment in a police patrol vehicle for testing and evaluation for marketing purposes. THEREFORE, in consideration of the foregoing premises, mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 1. EQUIPMENT I.ltility hereby grants the City the use of the following (hereinafter "Equipment") for evaluation and testing purposes: • Utility Rocket Vehicle Router • Associated 4 - in —1 antenna for connecting to Verizon Wireless, GPS Signal, and dual Wi-Fi 2. INSTALLATION The Equipment will be installed into one (1) City police vehicles. The precise vehicle will be determined by the Chief of Police or his designee. After having received the Equipment, City technical personnel will configure the Equipment for use with the City's mobile computer environment. City staff will install the Equipment in the designated police vehicle after the configuration process is complete. 3. TERM The term of this Agreement shall commence on the Effective Date of this Agreement. Utility will endeavor to deliver the Equipment within fourteen (14) days of the effective date of this Agreement. The Agreement will continue for a period of sixty (60) days after the date of delivery. 01 4. COMPENSATION A. There is to be no fee or other form of compensation or monetary consideration charged to the City or given to Utility for the services described herein. Both parties agree that Utility is providing the use of Equipment including its installation as a marketing effort and will not require payment for these services. City desires to evaluate the Equipment to determine whether it desires to procure the Equipment in the future. B. Utility understands that the City makes no promises by way of this Agreement about contracting with Utility in the future. 5. CAPTIONS AND PARAGRAPH HEADINGS Captions and paragraph headings used herein are for convenience only and are not a part of the Agreement and shall not be used in construing same. 6. GENERAL INDEMNIFICATION AND LIABILITY PROVISIONS A. Utility shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify the same against all claims, losses, liability and damages from every cause, including but not limited to injury to person or property, and related costs and expenses, including reasonable attorneys fees, arising directly or indirectly out of any act or omission of contract performance by Utility, its agents, officers, employees, or volunteers. If such defense becomes necessary, the City Counsel for the City shall have the absolute right to approve any and all counsel employed to defend the City. This paragraph shall survive any expiration or termination of this Agreement. B. Utility understands that reasonable wear and tear for the period of the evaluation and testing process may occur because its equipment will be in use and installed within a City police vehicle for a period of approximately thirty (30) days. Utility agrees that City is not responsible and will not be held liable for any wear and tear to its Equipment that may occur during the evaluation and testing process covered by this Agreement, including but not limited to scratches, chips, and dents. C. City agrees to bear liability for any negligent damage as well as malicious and/or intentional destruction of the equipment under this Agreement including but not limited to cracked screens. INSURANCE Utility shall provide at their own expense and maintain at all times while this agreement is in effect the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be a given to the Risk Manager of the City by registered mail, return receipt requested, for all the following state insurance policies. General Liability insurance - with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The certificate of insurance shall indicate the aforementioned. Utility shall maintain insurance for as long as this agreement is in effect. If at any time any of said policies are reasonably unsatisfactory to the City, as to form or substance or if a company issuing such policy is reasonably unsatisfactory to the City, Utility shall promptly obtain a new policy submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of Utility to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City may be forthwith declared suspended, or terminated. Failure of Utility to obtain and/or maintain any required insurance shall not relieve Utility from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of Utility concerning indemnification. The City, its officials, agents and employees shall be named as an additional insured on general liability insurance policies required herein. Utility insurance policies shall include a provision that the coverage is primary and not -contributory as respects the City (to the extent of Utility negligence in the performance of its services under this agreement); shall include no special limitations to coverage provided to additional insured under the general liability policies; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. If Utility receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Utility agrees that it shall not use or disclose such information except in the performance 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 Information" shall include all nonpublic information. Confidential information includes not only written information, but also information 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 obligations of non- use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Utility disclosed in a publicly available source; (c) is in rightful possession of the Utility without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Utility without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE 0,l Utility covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Utility. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: and Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 245-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 R To Utility: Utility Associates, Inca 250 East Ponce De Leon Suite700 Decatur, GA 30030 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, any communication shall be effective or deemed to have been given 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 deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Utility, 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 the City and by an authorized representative of Utility. 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, which are not embodied herein. 12. TERMINATION This Agreement may be terminated by either party upon five (5) days written notice of termination to the other party. Within five (5) additional days after notice is received by Utility, the City will arrange to remove the Equipment from City's vehicle. City agrees that the Equipment will be returned to Utility no later than twenty (20) days after the date that notice of termination of the Agreement was mailed. 13. DISCRIMINATION Utility shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Utility affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. M 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of 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. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Utility shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they may apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seg., and the Unruh Civil Rights Act, Civil Code § 51 et seq. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants 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 attorney'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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. rN ATTEST: MARIA HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY:a'AC? Laura A. Rossini Senior Assistant City Attorney RE ND OR AP AL: CARLOSROJ Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager UTILITY, INC. B : dlz--- Y Name J n Blair Title CFO ACC>RbP CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDrYYYY) 5/9/2016 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 endorsement. A statement on this certificate does not confer rights to the certificate holder in (leu of such endorsement(s). PRODUCERTA Pritchard & Jerdee, 95 950 Eastst Paces Ferry Road NE _ Suite 2000 T NAME: arl - PHONE FA% E.t :4 - - 90 A/c N.I. E MAIC ADDRESS: 9[illD a�piins Atlanta GA 30326-1384 INSURER(S)AFFORDING COVERAGE 1 NAICN _ INSURERA:Travelers Properly Casualty 6161 8/1/2016 INSURED UTILI-1 INSURER a: Techn0100y_tDSU rance i' orn ny 42376 — INSURER cPhoenixInsurance Company _ Utility Associates, Inc Jason Blair 250 East Ponce Be Leon Avenue INSURER D: -- ------- ----- -- Decatur GA 30030 INSURER E $10,000 INSURER F: CLAIMS -MADE OCCUR COVERAGES CERTIFICATE NUMBER: 871554176 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. ILTR i TYPE OF INSURANCE 'INBR WVD POLICY NUMBER MMIOIDY� POLICY EXP LIMITS A GENERAL LIABILITY Y ZLP-15P13297A 8/1/2015 8/1/2016 EACH OCCURRENCE $1,000,000 COMMERCIAL GENERAL LIABILITY _ DAMAETo RENTED .occurrence) $300,000 _PREMISES( _ MED EXP (Any ane person) $10,000 CLAIMS -MADE OCCUR PERSONAL&ADV INJURY 1 $1,000,000 _ GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGO ---� _ $2,000,000 POLICY i PRO JELOC $ C AUTOMOBILE _ LIABILITY BA -4D299076 8/1/2015 8/1/2016 MB D Ea accitlent $1 000 000 -_ BODILY INJURY (Per person) I$ X ANY AUTO ALL OWNED SCHEDULED AUTOS _ AUTOS BODILY INJURY Per accident $ HIRED AUTOS NON -OWNED -_ AUTOS PROPERTY DAMAGE $ _(Peraccidenll A X UMBRELLA LIAR X OCCUR ZUP-15P62981 8/1/2015 8/1/2016 EACH OCCURRENCE $8,000,000 EXCESS UPS CLAIMS -MADE AGGREGATE $8,000,0_00_ DED �X , PET ENTION$ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN TWC3470727 5/1/2016 5/1/2017 X WC STATU- OTH- ITS E E. L. EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE 'OFFICER/MEMBER EXCLUDED? NIA( _. _ E.L. DISEASE - EA EMPLOYEE $1,000,000 I (Mandatory in NH) If yes, describe under --- - - E.L. DISEASE -POLICY LIMIT $1,000,000 1DESCRIPTION OFOPERATIONS below A Technology Errors & Omissions ZPL-15PB2993 8/1/2015 8/1/2016 Ea Wrongful Act $10,000,000 General Aggregate $10,000,000 DESCRIPTION OF OPERATIONSI LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) wNe CERTIFICATE HOLDER CANCFI 1 ATIDN Santa Ana Police Department P 60 Civic Center Plaza (M-97) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1988 Santa Ana CA 92702 AUTHORIZED REPRESENTATIVE ,,��4ae1Xe,11a(S © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 0 s 0 m COMMERCIAL GENERAL LIABILITY This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, cover- age for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing Is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage - Exception To Expected Or Intended In- jury Exclusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured - Employees And Volunteer Workers - First Aid G, Who Ira An Insured - Employees - Su- pervisory Positions H, Who Is An Insured - Newly Acquired Or Formed Organizations I. Blanket Additional Insured - Owners, Managers Or Lessors Of Premises PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED INJURY EXCLUSION The following replaces Exclusion a., Ex- pected Or Intended injury, in Paragraph 2., of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: IL Expected Or Intended Injury Or Damage "Bodily injury" or "property dom- J. Blanket Additional Insured Lessors Of Leased Equipment K, Blanket Additional Insured - Persons Or Organizations For Your Ongoing Opera- tions As Required By Written Contract Or Agreement L, Blanket Additional Insured - Broad Form Vendors M. Who Is An Insured - Unnamed Subsidi- aries N. Who Is An Insured Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures 0. Medical Payments - Increased limits P. Contractual Liability - Railroads 0 Knowledge And Notice Of Occurrence Or Offense R. Unintentional Omission S. Blanket Waiver Of Subrogation age" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved, Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. (2) A watercraft you do not own that Is: (a) Less than 76 feet long; and (h) Not being used to carry any per- son or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any in- sured; (b) Not owned by any insured; and (C) Not being used to carry any person or property for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the excep- tions in Exclusion J, Damage To Property, in Paragraph 2, of SECTION I COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclu- sions, of SECTION I -- COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions C., g. and h., and Para- graphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section 1 - Coverage A - Bodily Injury And Property Damage Liability is re- placed by another endorsement to this Coverage Part that has Exclu- sion - All Pollution Injury Or Dam- age or Total Pollution Exclusion in Its title. A separate limit of insur- ance applies to "premises damage" as described in Paragraph 6. of Sec- tion III - Limits Of Insurance. 3. The following replaces Paragraph 6. of SECTION III - LIMITS OF INSURANCE: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or it. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a, of the definition of "Insured contract" in the DEFINITIONS Section: L A contract for a lease of premises. However, that portion of the con- tract for a lease of premises that indemnifies any person or organiza- tion for "premises damage" is not an "insured contract"; S. The following is added to the DEFINITIONS Section: "Premises damage" means "property damage" to: L Any premises while rented to you or temporarily occupied by you with permission of the owner; or III, The contents of any premises while such premises is rented to you, if you rent such premises for a pe- riod of seven or fewer consecutive days. 6. The following replaces Paragraph 41.0)(b) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.11 of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B of SECTION 1 - COVERAGES: b. Up to $2,800 for cost of bail bonds required because of acci- dents or traffic law violations aris- ing out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. we do not have to furnish these bonds. 6. Subject to 5. above, the Damage 2. The following replaces Paragraph 1.tL To Premises Rented To You of SUPPLEMENTARY PAYMENTS - Limit is the most we will pay COVERAGES A AND B of SECTION I - under Coverage A for damages COVERAGES: because of "promises damage" to any one promises, d. All reasonable expenses incurred by The Damage To Premises Rented the insured at our request to assist To You Limit will be: us In the investigation or defense Page 2 of 0 ® 2012 The Travelers Indemnity Company. All rights reserved CG D4 17 01 12 Includes copyrighted material of Insurance services office. Inc. with its permission. M 0 of the claim or "suit", Including actual loss of earnings up to $500 a day because of time off from work. F. WHO iS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS - FIRST AID 1. The following is added to the defi- nition of "occurrence" in the DEFINITIONS Section. Unless you are In the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "em- ployees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samari- tan services" to a person. 2, The following is added to Paragraph 2.0) of SECTION 11 - WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (e) and (d) above do not ap- ply to "bodily injury" arising out of providing or fail ng to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION 111 - LiMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commit- ted by any of your "employees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one per- son will be deemed to be one "oc- currence". 4. The following Is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. G. WHO IS AN INSURED - EMPLOYEES - SUPERViSORY POSITIONS The following is added to Paragraph 2.a.(1) of 'SECTION II - WHO IS AN INSURED: Paragraphs (1)(s), (b) and (g) above do not apply to "bodily injury" or "personal in- jury' to a co -"employee" in the course of the co"employee"s" employment by you arising out of work by any of your "em- ployees" who hold a supervisory position. H. WHO IS AN INSURED - NEWLY ACOUiREO OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II - WHO IS AN INSURED of the Commercial General Llabilit Coverage Form, and Paragraph 3. of SECTION II - WHO IS AN INSURED of the Global Com- panion Commercial General Liability Cov- erage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or In which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only: (1) Until the 184th day after you ac- quire or form the organization or the and of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; Iii. Coverage A does not apply to "bodily injury" or "property damage" that oc- curred before you acquired or formed the organization; and c. Coverage 0 does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the or- ganization. CG D4 17 01 12 Qr 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 8 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. J. 11 BLANKET ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION 11 - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to li- ability arising out of the ownership, maintenance or use of that part of any premises leased to you. The Insurance provided to such prem- ises owner, manager or lessor does not apply to: a Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal in- jury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that promises; or h. Structural alterations, new construc- tion or demolition operations per- formed by or on behalf of such premises owner, manager or lessor. BLANKET ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT The following Is added to SECTION 11 - WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respoct.to liability for "bodily in- jury", "property damage", "personal in- jury" or "advertising Injury" caused, in whole or in part, by your acts or omis- sions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily in- jury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury" or "advertising Injury" caused by an offense that is committed, after the equipment lease expires. BLANKET ADDITIONAL INSURED - PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Cover- age Part and that you have agreed in a written contract or agreement to in- clude as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily in- jury" or "property damage" that: a Is caused by an "occurrence" that takes place after you have signed and executed that contract or agree- ment; and It. Is caused, in whole or In part, by your acts or omissions in the performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such opera- tions on your behalf. The limits of insurance provided to such Insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED - BROAD FORM VENDORS The folfowing is added to SECTION U - WHO IS AN INSURED: Any person or organization that is a ven- dor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part Is an insured, but only with respect to li- ability for "bodily injury" or "property damage" that: a Is caused by an "occurrence" that takes place after you have signed and exe- cuted that contract or agreement; and III. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business, The insurance provided to such vendor Is subject to the following provisions: a The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. III. The insurance provided to such vendor does not apply to: (1) Any express warranty not author- ized by you; (Z) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of Inspec- tion, demonstration, testing, or the substitution of parts under Instruc- tions from the manufacturer, and then repackaged in the original con- tainer; (4) Any failure to make such inspec- tions, adjustments, tests or servic- ing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved CG D4 17 01 12 Includes copyrighted material of Insurance Services Office. Inc. with its permission. p 0 O U R t: N 0 h (5) Demonstration, installation, ser- vicing or repair operations, ex- cept such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" which, after dis- tribution or sale by you, have been labeled or relabeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to; o Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompany- ing or containing such products; or rent or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II - Who Is An In- sured. 0. MEDICAL PAYMENTS - INCREASED LIMITS The following replaces Paragraph 7. of SECTION III - LIMITS OF INSURANCE: b. Any vendor for which coverage as an additional insured specifically is P scheduled by endorsement. M. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION 11 - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured In the Dec- larations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidi- ary on the first day of the policy period; and U. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or III After the date, If any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. N. WHO IS AN INSURED - LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last para- graph of SECTION II - WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any cur - 7. Subject to 5. above, the Medical Ex- pense Limit is the most we will pay under Coverage C for all medical ex- penses because of "bodily injury" sus- tained by any one person, and will be the higher of: (a) $10,000; or (b) The amount shown on the Declara- tions of this Coverage Part for Medical Expense Limit. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of "Insured contract" in the DEFINITIONS Section: 2. O. RAID c. Any easement or license agree- ment; Paragraph f.(1) of the definition of "in- sured contract" in the DEFINITIONS Sec- tion Is deleted. WLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties in The Event of Occurrence, Offense, Claim or Suit, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: a. The following provisions apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section 11 - Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "oc- currence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (If you are a part- nership or joint venture), any of your managers who Is an individual if you are a limited liability com- pany), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organiza- tion other than a partnership, joint venture, limited liability company or trust) or any "employee" author - tai D4 17 01 12 p 2012 The Travelers Indemnity Campany. All rights reserved. Page 5 of B Includes copyrighted material of Insurance Services Office, Inc. with its permission. ized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your part- ners, joint venture members, managers or trustees are indi- viduals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (1) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (Ili) A trustee of any trust; or (IV) An executive officer or director of any other or- ganization; that is your partner, joint venture member, manager or trustee; or (It) Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organiza- tion to give notice of an "occurrence" or offense, (3) Notice to us of such "occur- rence" or offense will be deemed to be given as soon as practicable if It is given in good faith as soon as practicable to your workers' compensation in- surer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e, (1) or (2) above discovers that the "occurrence" or offense may result In sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an en- dorsement that provides limited cover- age for "bodily Injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a require- ment that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after Its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph B., Representations, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or uninten- tional error in, any information provided by you which we relied upon in issuing this policy will not pre(udice your rights under this insurance. HHowever, this pro- vision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph B., Transfer Of Rights Of Recovery Against Oth- ers To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organiza- tion, we waive our right of recovery against such person or organization, but only for payments we make because of: a "Bodily Injury" or "property damage" caused by an "occurrence" that takes place; or h. "Personal injury" or "advertising in- jury" caused by an offense that is committed; subsequent to the execution of the con- tract or agreement. Page 6 of 6 ® 2012 The Travelers Indemnity Company. All rights reserved. CG 04 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: 2LP-15P6297A-15-.15 EFFECTIVE DATE: 08/01/15 ISSUE DATE: 08/10/15 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS This listing shows the number of forms, schedules and endorsements by line of business. IL TO 02 11 89 COMMON POLICY DECLARATIONS IL T3 18 05 11 COMMON POLICY CONDITIONS - DELUXE IL TO 03 04 96 LOCATION SCHEDULE IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS IL T3 68 01 15 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE IL 00 21 09 08 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT IL T4 05 03 11 DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T4 14 01 15 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM IL T9 16 09 07 GEORGIA CHANGES - CANCELLATION AND NONRENEWAL PROPERTY DX TO 00 11 12 DELUXE PROPERTY COVERAGE PARC DECLARATIONS DX 00 04 11 12 TABLE OF CONTENTS DX Tl 00 11 12 DELUXE PROPERTY COVERAGE FORM DX T1 01 11 12 DELUXE BUSINESS INCOME (AND EXTRA EXPENSE) COVERAGE FORM DX T4 15 11 12 CRIME ADDITIONAL COVERAGES DX T4 16 11 12 TECHNOLOGY INDUSTRY DIRECT DAMAGE AND CAUSE OF LOSS CG TO 09 09 93 EXTENSIONS DX T4 17 11 12 TECHNOLOGY INDUSTRY BUSINESS INCOME AND EXTRA EXPENSE CG 00 01 10 01 EXTENSIONS DX T3 79 11 12 LOSS PAYABLE PROVISIONS DX T4 02 01 15 FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE DX 01 94 11 12 GEORGIA CHANGES DX T3 98 04 02 ELECTRONIC VANDALISM LIMITATION ENDORSEMENT COMMERCIAL GENERAL LIABILITY CG TO 01 11 03 COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS CG TO 34 11 03 TABLE OF CONTENTS COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG 00 01 10 01 CG TO 07 09 87 DECLARATIONS PREMIUM SCHEDULE CC TO 08 11 03 KEY TO DECLARATIONS PREMIUM SCHEDULE CG TO 09 09 93 EMPLOYEE BENEFITS LIABILITY COVERAGE PART DECLARATIONS CG Tl 01 07 86 EMPLOYEE BENEFIT LIABILITY COVERAGE FORM CG 00 01 10 01 COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG D2 55 11 03 AMENDMENT OF COVERAGE - POLLUTION CG D4 19 07 08 AMENDMENT OF PROPERTY DAMAGE DEFINITION CG D4 20 07 08 AMENDMENT - OTHER INSURANCE CONDITION & MEANING 4F OTHER INSURANCE, OTHER INSURER AND INSURER CG D4 22 07 08 AMENDMENT OF SUPPLEMENTARY PAYMENTS - TAXED COSTS AND APPEAL BONDS CG D4 25 07 08 OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE CG D4 36 01 15 AMENDMENT OF COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY - TECHNOLOGY IL T8 01 10 93 Page 1 of 2 CG D2 03 12 97 AMENDMENT - NON CUMULATION OF EACH OCCURRENCE LIMIT OF LIABILITY AND NON CUMULATION OF PERSONAL & ADVERTISING INJURY LIN CG D4 17 01 12 TECHNOLOGY XTEND ENDORSEMENT CG D2 88 11 03 EMPLOYMENT-RELATED PRACTICES EXCLUSION CG D3 26 10 11 EXCLUSION - UNSOLICITED COMMUNICATION CG D3 56 05 14 MOBILE EQUIPMENT REDEFINED - EXCLUSION OF VEHICLES SUBJECT TO MOTOR VEHICLE LAWS CG D4 21 07 08 AMENDMENT OF CONTRACTUAL LIABILITY EXCLUSION -EXCEPTION FOR DAMAGES ASSUMED IN AN INSURED CONTRACT APPLIES ONLY TO NAMED CG DI 42 01 99 EXCLUSION - DISCRIMINATION CG D2 42 01 02 EXCLUSION - WAR CG T3 23 08 11 EXCLUSION - AIRCRAFT PRODUCTS AND GROUNDING CG T4 78 02 90 EXCLUSION - ASBESTOS CG TO 43 11 88 TABLE OF CONTENTS EMPLOYEE BENEFITS LIABILITY COVERAGE FORM CG T1 01 CLAIMS MADE CG DO 38 03 95 EXCLUSION - IRC VIOLATIONS CG T4 85 11 88 ADDITIONAL EXCLUSION - EMPLOYEE BENEFITS LIABILITY CG D4 09 04 08 AMENDMENT OF BODILY INJURY DEFINITION CG D4 13 04 08 AMENDMENT OF COVERAGE - POLLUTION - COOLING, DEHUMIDIFYING AND WATER HEATING EQUIPMENT EXCEPTION CG D6 18 10 11 EXCLUSION - VIOLATION OF CONSUMER FINANCIAL PROTECTION LAWS CG D7 46 01 15 EXCLUSION -ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION CG T5 30 06 89 AMENDMENT - EMPLOYEE BENEFITS LIABILITY Page 2 of 2 R. T8 01 10 93 m 0 O 0 0 U COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ 17 CAREFULLf. OTHER X.NCE — ADDITIONAL INSURE• PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you specifically agree In a writ- ten contract or agreement that the Insurance afforded to an additional Insured under this Coverage Part must apply on a primary ba- sis, or a primary and non-contributory basis, this insurance is primary to other insurance that Is available to such additional Insured which covers such additional insured as a named insured, and we will not share with that other Insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought Is caused by an "occurrence" that takes place; and (21 The "personal injury" or "advertising in- jury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that contract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 M1 TRAVELERS J� One Tower Square, Hartford, Connecticut 06183 INSURING COMPANY: TRAVELERS PROPERTY CASUALTY CO. OF AMERICA NAMED INSURED: UTILITY ASSOCIATES, INC. POLICY NUMBER: POLICY EFFECTIVE DATE: POLICY EXPIRATION DATE: ISSUE DATE: PREMIUM: ZLP-15P6297A-15-15 08/01/15 04/04/16 $0 CHANGE Effective from 03/10/16 at the time of day the policy becomes effective. THIS INSURANCE IS AMENDED AS FOLLOWS: ILT405 (03/11) Designated Entity - Notice of Cancellation Provided By Us is added for the following entity: Santa Ana Police Department 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, CA 92702 All other terms and conditions remain the same. NAME AND ADDRESS OF AGENT OR BROKER Countersigned by PRITCHARD & JERDEN INC ONE ATLANTA PLZ STE 2000 950 E PACES FERRY RD NE ATLANTA GA 30326 DATE: Office: TAMPA -DALE MABRY IL TO 07 09 87 m 1987 The Travelers Indemnity Company. All rights reserved. Page 1 of 0 g POLICY NUMBER: ZLP-15P6297A-15-I5 ti U 0 0 0 00 N O m N ISSUE DATE: 04/04/16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THE POLICY SCHEDULE - MINIMUM PREMIUM Cancellation: Number of Days Notice of Cancellation: 30 Person or organization: Santa Ana Police Department Address: 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, CA 92702 PROVISIONS If we cancel this policy for any statutorily schedule above. We will mail such n permitted reason other than nonpayment to the address shown in the sche of premium, and a number of days is above at least the number of days sl shown for cancellation in the schedule for cancellation in the schedule above above, we will mail notice of cancellation fore the effective date of cancellation. to the person or organization shown in the IL T4 05 03 11 0 2011 The Travelers Indemnity Company. All rights reserved. Page 1 of 1