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HomeMy WebLinkAboutPEN-LINK, LTD - 2016INSUNANCE ON pILC A- 2016 -031 WORK MAY PROCEED UNTIL INSURANCE EXPIRf Ate CLLRKOE COUNCIL GATE t� -C% "Lt EQUIPMENT PURCHASE AND MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into this 1 st day of March, 2016 by and between Pen - Link, Ltd., a Nebraska corporation (hereinafter "Consultant "), 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 A. The City desires to retain a consultant having special skill and knowledge in the field of equipment necessary for a wire room monitoring and analysis system and maintenance of said system. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. The total amount expended under this Agreement shall not exceed $228,182. $150,000 will be for purchase of the equipment which will include the Pen Link PLX system, 12 workstations, and the first year of maintenance. $78,182 will be for the system maintenance costs in years 2 -4 which will be $24,800, $26,040, and $27,342, respectively. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City's accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. �1 This Agreement shall commence on the date first written above and terminate on February 28, 2020 unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the parties. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Contractor will not use any of the documents & data obtained in developing the website or the website itself for advertising or promotional purposes without the City's written consent. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, their officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, their officers, agents, representatives, and employees against any and all liability from third parties, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City and Anaheim for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable, Consultant shall allow a representative of the City and /or Anaheim to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. 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 fax 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.Q. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: And Chief of Police City of Santa Ana 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: Pen -Link, Ltd. 5936 VanDervoort Drive Lincoln, Nebraska 68516 Fax 402 -421 -9287 A party may change its address by giving notice in writing to the other parties. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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 fax, 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. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City, and Consultant, 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 Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, City may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deem appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE 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. All 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. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana, and all other governmental agencies. Consultant shall notify the City and Anaheim immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. 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. 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. a -.� MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: &C � . Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA AN DAVID CAVAZOS City Manager RECD UENDE APPROVAL: CARLOS ROJAS Chief of Police PEN-LINK. LTD. coo (Tiltle) (Name) Tax ID# EXHIBIT A SCOPE OF SERVICES AND RATES OR CHARGES PEN -LINK, LTD 5936 VanDervoort Drive liiiiiiliv Lincoln, NF 68516 PH: (402) -421 -8857 Bill To: Santa Ana PD -Santa Ana -ND Ship To: Invoice 14367 Date 2119/2016 1 Page 1 Purchase Order No. Customer ID Salesperson ID Shipping; Method IflaymentTerms I Ship Data SANPD•0001 -01 JMS Net 30 2/19/2016 Ordered Item Number Description Unit Price Ext. Price 1 C- SP- LINADM LINCOLN Telephony Services $5,000.00 $51000.00 1 C- SF- LINADM LINCOLN IP Services $5,000.00 $5,000.00 12 C- CAL - PLX- INCT•FUL PLX - INTERCEPT CAL $7,975.00 $95,700.00 12 C -CAL- PLX - IPWIRE -A PLX - IP WIRE CAL (Add -on: Data Source) $5,000.00 $60,000.00 12 C- CAL- PLX.INCT -ADD PLX - INTERCEPT CAL (Add -on: Pen - Proxy) $798.00 $9,576.00 12 C -SF- TARGET Target Channels $7,500.00 $90,000,00 1 C- HARDWARE PLX Server $9,810.23 $9,810.23 1 C- HARDWARE Telephony Recording Server $8,437.73 $8,437.73 1 C- HARDWARE PRI El /T1 Card $6,736.25 $6,736.25 1 C- HARDWARE APO 24/42U Rack $1,554.91 $1,554.91 1 C-HARDWARE Tripplite 17 "8 -port console KVM $1,340.60 $1,340.60 2 C- HARDWARE APO Rack Mount 1000W /1500VA UPS $787.99 $1,575.98 1 C- HARDWARE Dell Powerconnect 48 -port Switch $1,091.93 $1,091.93 3 C- HARDWARE Tripplite USB KVM Cable $37,30 $111.90 1 C- HARDWARE Misc. Networking Supplies $550.00 $550.00 1 C- HARDWARE CISCO VPN Router 550 Package, 25 Tunnels $1,962.05 $1,962,05 1 C- HARDWARE External RDX Single Drive w/ 1 year support $170.16 $170.16 2 C- HARDWARE PDX 1TS Cartridge $210.01 $420.02 1 C- HARDWARE Network Attached Storage(NAS) $2,174.70 $2,174.70 1 C- HARDWARE Rimage 5000N Series Burn -on- demand System $13,732.00 $13,732.00 12 C- HARDWARE Dual Monitor Monitoring Workstation $1,945,76 $23,349.12 12 C- HARDWARE Windows Server Device CAL $24,51 $29412 1 C- HARDWARE Microsoft Outlook $66.63 $66.63 1 C- HARDWARE -NETO Netop Guest $251.00 $251.00 1 SC- INSTALL Lincoln Service Install $10,000.00 $10,000.00 1 SA- PLX101 PLX 101 Training $13,910.00 $13,910.00 1 C- HARDWARE -SHIP Hardware Shipping $660.00 $660.00 1 DISCOUNT ($213,475.33) ($213,475.33) 1 C- MAINT- PREMIUM Option Year 1 Maintenance $24,800.00 $24,800.00 1 C- MAINT- PREMIUM Option Year 2 Maintenance $26,040.00 $26,040.00 1 C- MAINT- PREMIUM Option Year 3 Maintenance $27,342.00 $27,342.00 Please Remit to Above Address subtotal $228182.00 Tax $0.00 Total $228,182.00 ACO/ZO® CERTIFICATE OF LIABILITY INSURANCE 0DATE 3/14 /201YYV) 03/14/2016 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(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1 -866- 220 -4625 Holmes Murphy and Associates - Omaha CONTACT NAME: PHONE FAX IAIC, No Extl AIC No E -MAIL ADDRESS: 2637 South 158th Plaza Suite 200 Ana, CA 92702 Omaha, NS 68130 INSURERS AFFORDING COVERAGE NAIC# INSURERA: TRAVELERS PROP CAS INS CO 36161 INSURED Pen -Link, Inc. INSURERS: TRAVELERS IND CO 25658 INSURERC: TRAVELERS PROP CAB CO OF AMER 25674 INSURER D: PREMISES Ea occurrence PREMIETOaoccan 5936 Vanlervoort Drive INSURER E: $10,000 Lincoln, HE 68516 INSURER F: COVERAGES CERTIFICATE NUMBER: 46302041 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. INBR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIODIYYYY POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY Santa Ana, CA 92702 ZLP91M48306 12/18/1 12/18/16 EACHOCCURRENE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence PREMIETOaoccan $ 300,000 MED EXP(Any one person) $10,000 CLAIMS -MADE OCCUR PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $2,000,000 X POLICY X PRO- PRO- $ B AUTOMOBILE LIABILITY BA5G901158 12/18/1 12/18/16 COMBINED SINGLE LIMIT Ea addidurrh $ 1,000,000 BODILY INJURY (Par parson) $ ANY AUTO ALL OWNED F7 SCHEDULED AUTOS AUTOS BODILY INJURY (Per (a 1 $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ C X UMBRELLA LIAB X OCCUR ZPP41M46674 12/18/1 12/18/16 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION$ 10, 000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? NIA UB5G909469 12/18/1 12/18/16 WC S L IT - DTH- X TATU E, L. EACH ACCIDENT $ 500,000 E. L. DISEASE - EA EMPLOYEE $ 500,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E,L. DISEASE- POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACO RD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) kworkmanne 46302041 ©1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Santa Ana Police Department M -97 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Garrison Fradella 60 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 _� USA ACORD 25 (2010105) kworkmanne 46302041 ©1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD m m u, 0 0 O F r_ 0 0 G' z m m 0 0 m v a m 0 0 U COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT 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 - Exceptlon 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 Is An Insured - Employees - Su- pervisory Positions H. Who is An Insured - Newly Acquired Or Formed Organizations L 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., B. of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expectud Or Intended Injury Or Damage "Bodily Injury" or "property dam- J. Blanket Additional Insured - Lessors Of Leased Equipment X. 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 G 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. 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 m 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 75 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 1 - 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 applyy to "premises damage ". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I - 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 111 - 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: a. 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: a Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. 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 4.b.0)(b) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage "; or 7. Paragraph 0.0)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 11. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B of SECTION I - COVERAGES: It. Up to $2,500 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 S. above, the Damage 2. The following replaces Paragraph 1.d. 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 "premises damage" to any one premises. d. All reasonable expenses incurred by the insured at our request to assist The Damage To Premises Rented To You Limit will be: us in the investigation or defense Page 2 of 6 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. 0 M a a tV w of the claim or "suit ", including actual loss of earnings up to $500 a day because of time off from work. WHO IS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS - FIRST AID 1. The following is added to the defi- nitlon 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.a.(1) of SECTION II - WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (C) and (d) above do not ap- ply to "bodily injury" arising out of providing or failing 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 III - 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)(a), (b) and (c) 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 Liability Coverage Form, and Paragraph 3. of SECTION 11 - 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 180th day after you ac- quire or form the organization or the end 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; Ill. Coverage A does not apply to "bodily injury" or "property damage" that oc- curred before you acquired or formed the organization; and C. Coverage R 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 © 2.012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office. Inc. with its permission. J. K. 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 premises; or b. 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 respect 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 11 - 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 b. 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 following is added to SECTION 11 - 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 b. 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. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not author- ized by you; (2) 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 " our roducts Y P Page 4 of 6 ® 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted materlal of Insurance Services Office, Inc. with its permission. m 0 0 8 u U 0 0 8 0 0 O g a h m 0 W m c m N 0 0 U (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: a. 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 h. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. M. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following Is added to SECTION II - 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 60% in such subsidi- ary on the first day of the policy period; and b. 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 b. 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- 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 11 - Who Is An In- sured. 0. MEDICAL PAYMENTS - INCREASED LIMITS The following replaces Paragraph 7. of SECTION III - LIMITS OF INSURANCE: 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. P. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: C. Any easement or license agree- ment; 2. Paragraph f.(1) of the definition of "in- sured contract" in the DEFINITIONS Sec- tion is deleted. O. KNOWLEDGE 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: e. 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- CG D4 17 01 12 0 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. !zed 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: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (1il) 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 (b) Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organize - tlon 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 a. 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- tlonal error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, 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 8., 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.