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HomeMy WebLinkAboutCDCE INC.,INSURANCE ON FILE ANORK MAY PROCEED UNTIL NSUR.A,N�CEXPIRES EXPIRS CLERK O"f- �COUNCII. 41 DATE: ) F1 ;L411a 2& CONSULTANT AGREEMENT A-2016-361 THIS AGREEMENT is made and entered into this 6th day of December, 2016 by and between CDCE, Inc., a California Corporation, (hereinafter "Consultant"), 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 A. The City desires to retain a consultant having special skill and knowledge in the field of installation of mobile data computers ("MDC") and maintenance of the equipment. City issued a Request for Proposal for purchase and installation of MDCs on October 3, 2016, RFP No. 16- 122. B. Consultant submitted a proposal dated October 14, 2016 in response to RFP No. 16-122, Consultant was selected as the most qualified proposal and represents that Consultant is able and willing to provide such services as outlined in its proposal 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 a. Consultant shall provide MDCs and equipment as specified in Exhibit A; b. Consultant shall install MDCs and equipment as specified in Exhibit B and c. Consultant shall warranty MDCs and equipment as specified in Exhibit C. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit D. The base cost of the Agreement will be $1,097,771.56 plus a $75,000 contingency to be used as the City's sole discretion. The total sum to be expended under this Agreement shall not exceed $1,172,771.56 during the term of this Agreement. b. Payment will be made pursuant to payment milestones as follows: 1) Order of Equipment-33% of base cost of Agreement; 2) Approval of First Crown Victoria Installation-33% of base cost of Agreement; and 3) Completion of Equipment Installations-34% of base cost of Agreement. c. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City 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. This Agreement shall commence on the date first written above and terminate on February 17, 2021 or five (5) years after the parties sign off on the installation of equipment in the last vehicle whichever is later, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. 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. [•��] l.l�;�'i:I[-1�I3uLSti�;�iLL�F 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. 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: a. 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 E 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. C. 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. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. 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. 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. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its 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. The 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. 6. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, 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. •-r 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 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 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 (a) is independently developed by the Consultant without reference to information disclosed by the City. This section shall survive the term of this Agreement. 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.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: i Chief of Police City of Santa Ana 60 Civic Center Plaza (M-) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 245-8007 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: Mr. Brian Solomon, Vice President CDCE, Inc. 22641 Old Canal Road Yorba Linda, California 92887 Fax 714-282-1501 BSolomon@cdce.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or 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 the 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. 1s, 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, the Chief of Police 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 deems 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. 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. 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 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 Each undersigned represents and warrants that its signature herein below 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. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: tRWAHO, Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOS ROJAS Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT-CDCE, INC. l-ram. Brian Solomon Vice President EXHIBIT A PURCHASE OF MOBILE DATA COMPUTERS AND EQUIPMENT I. Eauipment Specifications The computer will have the following specifications: V110 generation 3, i7- 6500U processor, sunlight readable 11.6" touch -screen LCD with webcam, Windows 10 Professional64-bit, 16GB RAM, 256GB SSD, membrane backlit keyboard, biometric fingerprint reader, rear 8MP camera, Wi-Fi, Bluetooth, internal Gobi WAN modem for Verizon LTE, hard handle, integrated mag- stripe and barcode reader, RFID reader, dual batteries. It should be noted that the integrated mag-stripe/barcode reader is a new option for the V110. Please contact the manufacturer regarding its availability. The computers will include an extended warranty that enhances the standard 3-year "bumper -to -bumper" warranty by extending it to 5 years. In addition, the purchase includes the optional custom branding of the V110's by adding a factory applied color logo onto the lid of the computers. City staff will apply a software image to the computers and prepare them for use. Only the procurement and physical installation of the computers are included in this RFP. hftr)://us.aetac.com/notebooks/Vl 1 0/features.htmi Getac Office Dock The required desktop dock is manufactured by Getac and will allow full desktop ports for network connections and peripherals. No installation services are associated with these devices. hthiu s.getac. cnm/notebookslV 110/accessories. htm i !Key rugged The specific Key keyboard is a rugged, backlit 88-key keyboard that includes keyboard an "Emergency" key and integrated USB ports. hft ://www.ike .com/ roducVik-tr-88-911-t / GamberJohnson The required vehicle dock includes port replication but NOT pass -through vehicle dock for V110 antenna connectors. The vehicle docks to be installed vertically so that the Getac V110 convertible laptop is installed in "tablet mode" wherein the integrated keyboard is folded behind the screen. Further, the City requires the most current vehicle dock available from Gamber Johnson for docking the V110 vertically. This dock may require a separate power connector to connect to the vehicle's 12-volt DC electrical system. The computer dock will be mounted to the dashboard of the vehicle. In cases where an existing MDC is already in the vehicle, the installation will include the removal of the existing MDC. The dock will need to be attached to the existing mounting hardware already installed in these vehicles. In cases where there is no current MDC installed, the selected vendor will provide the necessary mounting hardware and perform any required vehicle interior modifications. The final installation will securely mount the dock to the dashboard in such a fashion as to effectively balance windshield visibility; usability of the new MDC; and access to vehicle controls such as climate control and AM/FM radio. The dock will be mounted in such a way as to allow for horizontal adjustment by end -users to allow either the driver or the front passenger to effectively view and use the computer. In addition, the installation will effectively balance the need to adjust the MDC horizontally with the need for the MDC to maintain its position. In vehicles requiring a new installation where mounting on the dashboard is not feasible (e.g. Chevy Spark), the dock will be mounted horizontally in "laptop mode". The proposal will include mounting solutions for these types of vehicles. Gamber Johnson The required keyboard tray will allow the keyboard to be removed from the keyboard tray/mount mount and hang from the steering wheel by tabs on the corners of the tray. The selected vendor will provide any hardware necessary to attach the Key keyboard to the keyboard tray. The required mount will allow the keyboard to be rotated horizontally as well as allow adjustment of the vertical tilt angle of the keyboard. The keyboard mount and tray to be installed onto the center console of the vehicle where one exists. If the specific vehicle does not have a suitable center console, other mounting arrangements will need to be made. Once installed, the keyboard will be usable by either the driver or the front passenger while secured in its mount. The position of the keyboard must be able to be easily changed by users, but maintain its position through the vibrations and forces associated with driving a vehicle. htt :tl amber'ohnson.coml roductslquick-release-keyboard-tray-assembly- motion-attachment-option Cradlepoint mobile The specific mobile router is a ruggedized model that can connectto the City's router current cellular service provider, Verizon, via either 3G or LTE data paths. The router will be capable of functioning as a secure mobile hotspot as well as allowing for Ethernet connections. The router will be able to handle communication for cellular WAN, Wi-Fi (802.11 a/b/g/n/ac), and GPS. The purchase includes five years of coverage by Cradlepoint's CradleCare Prime warranty as well as a 5-year subscription to Cradlepoint's Enterprise Cloud Manager (ECM) at the Prime level. The mobile router will be installed in the trunk of the vehicle, typically on an existing, sliding equipment tray. In most cases, the router will replace an existing Sierra Wireless PinPointX-series mobile modem. In these cases, the existing PinPointX will be removed as part of the installation. Further, the PinPointX modems are installed within secure metal boxes. The metal boxes will be removed prior to the installation of the new router. The router will be secured directly to the equipment tray similar to the other equipment installed there (e.g. police radio receivers, etc.). The selected vendor will make other appropriate arrangements to install the mobile router securely in vehicles that do not currently have this equipment. In vehicles equipped with an electrical power timer, the mobile router will be installed with a constant power connection to power the device. The ignition lead for the router will be connected to the electrical power timer. This is to ensure that the router powers down when the timer shuts down the other electrical components in the vehicle, but that it has power supplied to it to allow a soft shutdown (as opposed to a hard shut down where the power to the device is immediately cut without warning and the router's internal software is unable to shut down properly). htti)s://cradlei)oint.com/oroducts/cor-ibrl 100-series Panorama "Great The selected antenna is circular, measuring 6.7 inches in diameter and 2A White" Antenna inches in height. It has five (5) leads coming out of it, allowing for the flow of cellular, Wi-Fi, and GP5 data. Although the City has generally selected the antenna in the white housing, three vehicles will require black antennas. The antenna will be installed on the roof of the vehicle with the leads from the antenna passing down from the bottom of the antenna through the roof of the vehicle. Once installed, the antenna will be secured so as to not allow lateral, rotational, or vertical movement. Any openings made or used to install the antenna will be made weathertight in such a fashion as to ensure they remain weathertight throughout the expected life of the antenna. In cases where an existing antenna is already installed in an appropriate installation site, the installation will include removing the existing antenna and reusing the existing opening for the new antenna, If no appropriate opening exists, the installation will include creating an opening in the vehicle roof. In either case, the selected vendor will ensure that the new antenna is positioned so that it minimizes any interference with other antennas remaining on the roof of the vehicle as well as maximizes the performance of the new antenna. Any antennas currently installed on the vehicle that are made superfluous by the new antenna will be removed as part of the installation. If the removal of the superfluous antenna leaves an opening in the vehicle body (either roof or trunk), the work will include the installation of a weathertight plug to seal the opening. When the installation is complete, the leads will be run securely and unobtrusively through the vehicle and back to the trunk, where they will be connected to the new mobile router. Equipment Amount Item Description CITY A Getac V110 Mobile Computer (VE4ITDKAIF9S) 145 B Getac Desktop Dock for V110 (GDOFU4) 27 C iKey Rugged Keyboard (TK-TR-911-RED) 145 D Gamber-Johnson Vehicle Dock for Getac V110 Port replication but no pass -through 7170-0242 135 E Gamber-Johnson Keyboard Tray (7160-0498) 135 F Gamber-Johnson Keyboard Clevis Mount 7110-1008 135 G Cradlepoint Mobile Router IBR7100LPE-VZ 135 H Panorama "Great White" Antenna in white housing (XK-IN-19-58-W kit with LGMM-7-27-24-58 antenna))127 I Miscellaneous parts (e.g. brackets, cabling, fasteners, adhesives, wiring harnesses, etc. A Getac 5-Year Extended No -Fault Warranty GE-SVTBNFX5Y 145 B Cradlepoint CradleCare Prime + ECM Prime bundle 5 Years ECM-PRM-CC5YR 135 A Complete Equipment Installation in Vehicle 135 A Getac Factory Applied Color Graphic/Logo V-CUSTOMLOGOGTK 145 " Note: This Getac SKU number is for a specific configuration including: V110G3, i7-65000, sunlight readable 11.6" touch -screen LCD with webcam, Windows 10 Professional 64-bit, 16GB RAM, 256GB SSD, membrane backlit keyboard, biometric fingerprint reader, rear 8MP camera, Wi-Fi, Bluetooth, internal Gobi WAN modem for Verizon LTE, hard handle, integrated mag-stripe and barcode reader, RFID reader, dual batteries EXHIBIT B INSTALLATION OF MOBILE DATA COMPUTERS AND EQUIPMENT Timeline for Installation Due dates are from the date the agreement is signed by all parties and in effect, including all required insurance documents. Order the equipment needed for the project. The City will require evidence that required equipment has been ordered. If any equipment has not been ordered, Consultant will detail which equipment has not been ordered; the reason for the delay; and the plan for getting the equipment onsite before it is needed for installation. Finalize the implementation plan including input and approval of City staff. This plan should include logistical issues such as where the installations will physically take place; schedule of vehicles getting equipment installed; schedule of installation staff performing the installation; etc. Begin installation of the equipment in the vehicles. Note: hardware installation for Key Vehicles must be completed within four (4) weeks of delivery of the Getac V110 computers. City will identify these Key Vehicles, of which there will be no more than 110 and all will be equipped with existing mounts and cabling. Complete the installation of all hardware. Vehicle Specifications for Installation 1 week 4 weeks 5 weeks 12 weeks The following are the vehicle models and quantities involved in this project including how many currently have MDC's installed with related mounting hardware and cabling: Chevrolet Chevrolet Chevrolet Chevrolet Dodge Ford Ford Ford Ford Ford Ford Ford GMC Miscellaneous Installation Location Express 3500 2004 — 2008 5 0 S-10 2000 0 2 Spark 2015 0 3 Suburban 2008 1 0 Tahoe 1999 — 2007 3 1 Magnum 2006 —2008 5 0 Crown Victoria 2004 — 2014 73 4 Escape 2008 4 0 Explorer 2014 — 2017 11 2 F250 2015 — 2016 6 0 F650 2009 1 0 Ranger 2005 4 0 Taurus 2015 1 0 F2500 2003 1 0 2 1 All equipment is to be installed onsite at the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. Installation dates, times, and specific location within the Department will be subject to the approval of Chief of Police and/or his designee. IV. Equipment Deliver All equipment with the exception of the Getac V110 computers and Cradlepoint mobile routers is to be delivered to Consultant's facility. Consultant will be responsible for receiving the equipment from the various sources. Consultant will then deliver equipment as needed for installation to the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. The Getac V110 computers and Cradlepoint mobile routers will be delivered directly from the manufacturers to the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. City staff will be responsible for receiving this equipment from the shipping company. The equipment shall be delivered as soon as possible so that they may be prepared by City staff. V. Proiect Kick -Off Meeting After award of the Agreement, within one (1) week, a project kick-off meeting will be held with all of the stakeholders from Consultant and City to come up with an initial schedule and tasks that will be required to complete the project within the required six week time frame. VI. Vehicle Specific Statement of Work, Wiring Plan, and Wireless Communication Test Procedure Within two (2) weeks, Consultant will conduct site surveys and will create a statement of work ("SOW") for each specific fleet vehicle designated for this project. The SOW details the vehicle type, hardware mounting locations, equipment configuration, and other necessary instructions outlining the work to be performed for the City to review and communicate any desired changes. City will provide staff to participate in the site surveys who are empowered to make installation design decisions. Consultant will also create vehicle specific wiring plans for each make of vehicle for City to review and communicate any desired changes. Consultant and City will discuss and mutually agree upon a wireless communications test procedure. VII. Security Compliance Any and all of Consultant's employees will undergo a security/background check as specified by City. Within two (2) weeks of this agreement becoming effective, Consultant will provide personal identifying information for all personnel that will be working onsite at the Santa Ana Police Department during the initial installation process to the Backgrounds Unit of the Santa Ana Police Department. City will complete security/background checks prior to the scheduled beginning of installation. In the case that any of Consultant's personnel fail the security/background check, City will notify Consultant at least one week prior to the beginning of installation work so that Consultant can make other staffing arrangements. All Consultant's employees will check in upon arrival and will follow all City and Santa Ana Police Department rules and regulations. Vill. installation Prior to installation work on the vehicles, Consultant's technicians will conduct a pre -inspection check of the vehicle interior and exterior conditions and document any preexisting damage. Consultant's technicians will take extra measures to guarantee that wires are connected using the most reliable methods of ensuring positive circuit contract for long-term dependability. All considerations will be taken by Consultant to ensure wires/cables are routed along proper paths or channels that offer the most protection and also address tension relief to avoid potential disconnects or breakage. Wires/cables routed through the vehicles sheet metal will be protected with rubber grommets. Consultant's wire and cable installations are finalized with OEM grade split loom (where necessary) and grouped securely with wire ties along routing paths. IX. Vehicle Installation Sign Off Once equipment has been installed by Consultant in a City vehicle, the Chief of Police or his designee will review the completed vehicle installation and if done to the City's specifications, will sign off on the vehicle installation in writing. The vehicle inspection shall conduct a visual inspection of the interior and exterior of the vehicle and verifying that installation was done pursuant to the previously provided vehicle specific SOW, wiring plan, and wireless communication test procedure. If City determines that the installation does not meet the City's specifications, City will give written notice to the Consultant. Consultant and City will agree upon a timeline not to exceed two (2) weeks in which to complete the installation to the City's specifications. EXHIBIT C WARRANTY PROVISIONS OF MOBILE DATA TERMINALS AND EQUIPMENT Warranty Descriptions Product/Service Warrantv Period War[Lnt_y Coverage Getac V110 Computer 3 years Standard Getac Bumper -to -Bumper (No Fault) Warranty + Year 4 & 5 warranty covers defects in Extended materials and workmanship under normal use and damage that occurs due to accidental acts and exposure to environmental conditions. The LCD, hard drive, motherboard, and keyboard are limited to one repair/replacement per unit per year for damage Getac Office Dock 1 year standard Covers defects in workmanship or materials iKey Keyboard 1 year standard Covers defects in workmanship or materials Gamber Johnson Mounting Lifetime Warranty Covers defects in materials and Hardware workmanship for all non- electronic products Cradlepoint Router 1 year Standard + Year 2-5 Covers defects in materials and Extended workmanship Panorama Antenna 1 year standard Covers defects in materials and workmanship CDCE Installation Service 3 year standard See CDCE 3-Year Service and Maintenance Agreement CDCE 3 Year Service and Maintenance Agreement A. Coverage All installation parts and work will be repaired at no -cost as part of this maintenance agreement for a period of three (3) years from the date of installation. Installation parts Include, but are not limited to, wiring, cable management equipment, weatherproofing materials, and fasteners. 1. Repairs to purchased components (i.e. Getac computer, Gamber Johnson equipment, Cradlepoint router, and Panorama antenna) will be handled in accordance with the warranties for those specific components. Removal and replacement of purchased components for warranty repairs are included as part of this maintenance agreement. 2, Repairs of damage effecting the installation work and parts resulting from malicious actions are excluded from this warranty. 3. Repairs of damage caused by parties servicing the equipment besides Consultant are also excluded from this warranty. 4. In the case that Consultant's personnel respond to make a repair in accordance with II.B.1. and the damage is determined to be excluded from the warranty per II.A.2 or II.A.3, then the service call shall be billable to the City on a Time and Materials basis at a rate of $95.00 per hour. If the vehicle is taken to Consultant's installation and repair center in Yorba Linda by City staff, there will be no charge for inspecting the vehicle to determine if the repair is covered under the warranty. B. Service Procedures 1. Next -Day On -Site Service Next -Day On -Site Service is provided, at no additional cost to the City. Consultant's in-house support desk and dispatch will ensure that trouble tickets are handled efficiently and the proper personnel and equipment are at City's location for repairs when needed. 2. In -House Support Help Desk For service call (714) 386-3345 (M-F 7:30 a.m. and 4:30 p.m. PST) or via email support(dcdce.com 3. Same -Day Depot Service Depot service is an appointment based, same day service in which emergency or convenience issues can be handled at Consultant's installation and repair center in Yorba Linda. Equipment Warranties A. MDC Repair: 1) Contact Getac directly at (866) 394-3822 (24/7) 2) Email: GetacSu art US etac.com 3) Getac Customer Portal Website B. Mobile Router Repair: Cradlepoint COR IBR1100 Series hardware issues, contact Cradlepoint directly at (855) 813-3385 (24/7) f�0mr-I © FEE SCHEDULE Pricing Equipment Descri tion gULnfity Unit Cast Subtotal Getac V110 Mobile 145 $4,140.00 $600,300,00 Computer VE41TDKAIF9S Getac Desktop 27 $286.00 $7,722.00 Dock for V110 GDOFU4 iKey Rugged 145 $298.00 $43,210.00 Keyboard (IK-TR- 911-RED Gamber-Johnson 135 $570.00 $76,950.00 Vehicle Dock for Getac V110 Port Replication but no pass -through 7170-0242 Gamber-Johnson 135 $87.00 $11,745,00 Keyboard Tray 7160-0498 Gamber-Johnson 135 $33.00 $4,455.00 Keyboard Clevis Mount 7110-1008 Cradlepoint Mobile 135 $712.00 $96,120.00 Router IBR1100LPE-VZ Panorama "Great 127 $235.00 $29,845.00 White" Antenna in white housing (XK- IN-19-58-W (kit with LGMM-7-27- 24-58 antenna)_ Miscellaneous 135 $10.00 $1,350.00 parts (e.g. brackets, cabling, fasteners, adhesives, wiring harnesses, etc, $871,697.no Warranties/Support Services Descri tion Quantit �_j Unit Cost Subtotal Total Getac 5-Year 145 $502.00 $72,790.00 Extended No -Fault Warranty (GE- SVTBNFX5Y Cradlepoint 135 $274.00 $36,990.00 CradleCare Prime + ECM Prime 5 Year Bundle (ECM-PRM- CC5YR $109,780.00 III. Installation Services Descri tion Quantitv Unit Cost Subtotal Total Complete 135 $295.00 $39,825.00 Equipment Installation in Vehicle CDCE 3 Year Included Included Service & Maintenance Agreement $39,825.00 IV. Options Getac Factory Applied Color Graphic/Logo (V-CUSTOMLOGOGTK), quantity-145, $43.00 each, total cost: $6,235,00 V. Total Costs Equipment $871,697.00 Warranties $109,780.00 Installation $39,825.00 Options $6,235,00 Tax $70,234.56 Total: $1,097,771.66 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative Client#: 1261188 305CDCEINC ACORDTM CERTIFICATE OF LIABILITY INSURANCE D121012016YV) 12/01/2016 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 CONTACT Kathy Waters BB&T Insurance Services PHONE FA AICNo,E,t:714941-2938--_.-------.-taAc,nlo):___ of Orange County ADDRESS: KWaters@bbandt.com 2400 Katella Avenue Ste 1100 Anaheim, CA 92806 INSURER(S) AFFORDING COVERAGE NAIC_# —_ _ INSURERA:Transportation Insurance Compan 20494 INSURED INSURER a: American Casualty Co of Reading _ 20427 CDCE Inc INSURERC: American Fire and Casualty Co 24066 22641 Old Canal Road _ Yorba Linda, CA 92887 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL WSR SUER WVq POLICY NUMBER POLICY EFF MM/DDIYYYV POLICY E%P MMIDDIVYVY1 LIMITS A X COMMERCIAL GENERAL LIABILITY 4013661900 3/09/2016 03/09/2017 EACH $1 000,000 CLAIMS -MADE OCCUR _ q �OCCURRENCE PR EMISESaoccurrDencel . $1 000,000 MED EXP (Any one person) $15,000 PERSONAL& ADV INJURY I$1,000,000 POLICYXl JECT LOC GENERAL AGGREGATE —.—.-- I$2,000,000 GEN'LAGGREGATELIMITAPPLIESPER PRODUCTS-COMP/OP AGG $2,000,000 I $ OTHER: O AUTOMOBILE LIABILITY BAA56405095 03/09/2016103/09/201 COMBINED SINGLE LIMIT (Ea accident) $ 1 000,000 ._ X — BODILY INJURY(Perperson) I$ ANY AUTO !i AOSCHEDULED AUTOS AUTOS NON -OWNED AUTOS HIREDAUTOS X AUTOS � BODILY INJURY (Per accidenpl$ PROPERTY DAMAGE (Per accident) �$ I$ A X UMBRELLA LIAB ! X OCCUR 4013661914 3/09/2016, 03/09/201 EACH OCCURRENCE $5 OOO O00 AGGREGATE $5 000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION$10000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE""Ii OFFICERIMEMBER EXCLUDED? L (Mandatory, in NH) J NIA —_—...._ WC401647777 .... 6108120161061081201 JEER OTH XISSATILE._.--. ERA EL EACH ACCIDENT _ I !F$1000�000_ EL.DISEASE - EA EMPLOYEEi$1i000,000 —""—"""---'--- f yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LI_$1,000,000 LIMIT --_ — DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana,its officers, employees, agents, and representatives are named as Additional Insured as respects General Liability as required by written contract per endorsement CNA74872XX 0115, Technology General Liability Extension Endorsement, 1. Additional Insureds, a. Who is an insured, attached. ® Primary Wording applies to General Liability per endorsement CG00010413, attached. /4P�Prl vut (See Attached Descriptions) City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014101) 1 Of 2 #S17177749/M16268267 © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A'IddN1l DESCRIPTIONS (Continued from Page 1) Separation of Insureds applies to General Liability perform CG00010413, attached. Additional Insured applies to Auto Liability by written contract per endorsement CA8810 0113, Business Auto Coverage Enhancement Endorsement, Section II Liability Coverage, 3. Additional Insured by Contract, Agreement or Permit Pgs 1-2 of 7. 30 Day Notice of Cancellation applies. SAGII I A 25.3 (2014/01) 2 of 2 #S171777491M16268267 Insurance Company Transportation Insurance Company This endorsement modifies such Insurance as is afforded by the provisions of Polity #. P4013661900 —relating to the following: 1, The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; it officers, employees, agents and representative are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or an behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy Is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whomclaim is made or suit is brought except with respeot to the company's limits of liability. The Inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, Including countersignature, is Effective 12/01/2016 this endorse policy # P4013661900 m Issued, to CDCE, Inc. Name Insured Countersigned by to make this endorsement effective.) form as part of CNA CNA PARAMOUNT _L Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured, or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises, provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured, D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land CNA74872XX (1-15) Page 2 of 14 TRANSPORTATION INSURANCE COMPANY Insured Name: CDCE INC Policy No: 4013661900 Endorsement No: 5 Effective Date: 03/09/2016 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage, Ill the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage, and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION iR Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, o montnI nnni rich nr manfal inn ini cnctninarl by thof norcnn of nn,, +ima m,hirh ram dhs ae n rnnconnonro of +ha nh.elrol injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1-15) Policy No: 4013661900 Page 5 of 14 Endorsement No: 5 TRANSPORTATION INSURANCE COMPANY Effective Date: 03/09/2016 Insured Name: CDCE INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission. CNA GNA PARAMOUNT Commercial General Liability Coverage Part If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the First Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the First Named Insured. c. The First Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete, b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the First Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each Insured against whom claim is made or suit is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the Insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the Insured will bring suit or transfer those rights to us and help us enforce them. 9. When We Do Not Renew sIf we decide not to renew this Coverage Part, we will mail or deliver to the First Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V —DEFINITIONS 1. Advertisement means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of =_ attracting customers or supporters is considered an advertisement. 2. Auto means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment, or C00001 04-13 Page 15 of 20 Copyright Insurance Services Office, Inc., 2012 COMMERCIAL AUTO CA 88 10 01 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR - WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN /LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 20 SECTION II - LIABILITY COVERAGE is amended as follows: 1. BROAD FORM INSURED SECTION II - LIABILITY COVERAGE, paragraph A.1. - WHO IS AN INSURED is amended to include the following as an insured: d. Any legally incorporated entity of which you own more than 50 percent of the voting stock during the policy period. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an insured under any other automobile policy; or (3) Has exhausted its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar insurance or a self -insured retention plan available to that organization; © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 (2) If the Limits of Insurance of any other insurance policy have been exhausted; or (3) To "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment is excess over any other insurance available to any "employee". o g. An "employee" of yours while operating an "auto" hired or borrowed under a written contract e or agreement in that "employee's' name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, paragraph A.I. - WHO IS AN INSURED is amended to include the following as an insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request, including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to a the employer by the workers compensation exclusivity rule, or similar protection, the following provision is added: SECTION II - LIABILITY, exclusion 6.5. FELLOW EMPLOYEE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any ,.auto" you own, then the Physical Damage coverages provided are extended to "autos': a. You hire, rent or borrow; or b 2013 Liberty Mutual Insurance CA 88 110 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" in any one "accident' or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the 'loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto' for that coverage. C. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto' you own. D. Subject to a maximum of $1,000 per "accident', we will also cover the actual loss of use of the hired "auto' if it results from an "accident', you are legally liable and the lessor incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto' that is hired, rented or borrowed with a driver; or (2) Any "auto' that is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V - DEFINITIONS is amended by adding the following: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, 'light truck' or "medium truck" is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "light trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001-20,000 pounds. However, the labor must be performed at the place of disablement. 8. PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION III - PHYSICAL DAMAGE COVERAGE, is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 U 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 9. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto' because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those expenses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not a unless y $ g apply you have a business necessity that other "autos" avail- able for your use and operation cannot fill. s. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 11. 10. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000, 11. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. COVERAGE, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that ,.auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V-DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty. 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. EXCLUSIONS, exception paragraph a. to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc.. with its permission. Page 4 of 7 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, if the equipment is permanently installed in the covered "auto" at the time of the "loss" and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d. Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto', g. Security deposits not refunded by a lessor, h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto", i. Any amount representing taxes, j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. s B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V - DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 0 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 15. GLASS REPAIR- WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does riot apply to 'loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 Ids. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and s =_ c. Unoccupied. The 'loss" must be reported to the police authorities within 24 hours of known damage. e The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto' is in the charge of any person or —_ organization engaged in the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION III PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D, Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this endorsement company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced in its entirety by the following: a. In the event of "accident", claim, "suit' or 'loss", you must promptly notify us when it is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. Member, if you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 To the extent possible, notice to us should include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the insured's responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V - DEFINITIONS Is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V - DEFINITIONS, definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. - CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mail to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states which require more than 60 days prior notice of cancella- tion. © 2013 Liberty Mutual Insurance CA 88 10 01 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 CNA CNA PARAMOUNT Common Terms and Conditions The Insurer and the Named Insured, in consideration of the payment of the premium and in reliance upon all statements made in the application furnished to the Insurer designated in the Policy Declarations, a stock insurance corporation, hereafter called the "Insurer," agree as follows. Terms in bold face type have special meaning as set forth in any applicable First Party Glossary of Defined Terms or the applicable coverage parts of this Policy. All headings are also in bold, whether or not they contain defined terms. See Section XVI, HEADINGS below. 1. ASSIGNMENT OF INTEREST Assignment of interest under this Policy shall not bind the Insurer unless its consent is endorsed to this Policy except in the case of death of a natural person Named Insured. IL BANKRUPTCY Bankruptcy or insolvency of any Named Insured or of the Named Insured's estate shall not relieve the Insurer of any of its obligations hereunder. 111. CANCELLATION(NONRENEWAL A. Insurer's Right to Cancel The Insurer may cancel this policy by providing to the First Named Insured written notice of such cancellation stating when, not less than 10 days thereafter, such cancellation shall be effective if such cancellation is due to non-payment of premium. If cancellation is due to any other reason, such notice shall be provided not less than 60 days thereafter. B. Named Insured's Right to Cancel The First Named Insured may cancel this Policy by providing the Insurer written notice stating when thereafter such cancellation shall be effective. The mailing or delivery of such notice shall be sufficient. C. Premium Refund If this policy is cancelled, the Insurer will send the First Named Insured any premium refund due. If the Insurer cancels, the refund will be pro rata. If the First Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if the Insurer has not made or offered a refund. D. Nonrenewal If the Insurer decides not to offer any renewal terms for this Policy, the Insurer shall provide written notice to the Named Insured at least 60 days prior to the Policy expiration date. The notice shall include the reason for such non -renewal. E. Notices If any notice required under this Section is mailed, proof of mailing will be sufficient proof of notice. IV. CHANGES Notice to or knowledge possessed by any agent or other person acting on behalf of the Insurer shall not effect a waiver or a change in any part of this Policy or stop the Insurer from asserting any right under the provisions of this Policy, nor shall the provisions be waived or changed except by written endorsement issued to form a part of this Policy. V. CONFORMITY TO STATUTE _ 1 Terms of these conditions or any coverage part that are in conflict with the statutes of the state in which this policy is issued are hereby amended to conform to such statutes. CNA62642XX 09-12 Copyright CNA All Rights Reserved. Page 1 of 3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 06 01 A (Ed. 12-93) CALIFORNIA CANCELATION ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information page. The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: cancelation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us to audit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. Material misrepresentation made by you or your agent; f. Failure to cooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommendations or our designated loss control representatives; 1. The occurrence of a material change in the ownership of your business; j. The occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your business or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your business or operation which contemplates an activity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancelation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in Items (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reinsuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will and on the day and hour stated in the cancelation notice. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below Is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Insurance Company Countersigned by Premium $ WC 04 06 01 A (Ed. 12-93) Clinntti• 191;11RR Digitally signed by Francine Francine R. R. Villareal 3n5Cr1CFINC x/ill__,i Date: 2021.05.1315:03:04 �~ ACORD.,,, CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/09/2021 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Lori Ricke NAME: McGriff Insurance Services PHONE 714 941-2909 FAX 2400 E Katella Ave Suite 1100 A/C, No, Ext : (A/C, No): E-MAIL ADDRESS: Iricke@mcgriff.com Anaheim, CA 92806 INSURER(S) AFFORDING COVERAGE NAIC # 714 941-2800 INSURER A: Continental Casualty Company 20443 INSURED INSURER B : Continental Insurance Company 35289 CDCE, Inc INSURERC: Transportation Insurance Company 20494 22641 Old Canal Road Y Valle Fore Insurance Company INSURER D: 9 p Y 20508 Yorba Linda, CA 92887 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE L* OCCUR X X 4013661900 3/09/2021 03109/2022 EACH OCCURRENCE $1,000,000 PREMISES (ERENTED rrrence)$1,000,000 MED EXP (Any one person) $15,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICYFx] JECOT LOC OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS-COMP/OPAGG $2,000,000 $ D AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY 6057616617 3/09/2021 03/09/202 COEaMBINED accidentSINGLE LIMIT $1,000,000 X BODILY INJURY (Per person) $ X BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 4013661914 03/09/2021 03/09/2022 EACH OCCURRENCE $5 000 000 AGGREGATE $5 00O 000 DED I X RETENTION $10000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N OFFICER/MEMBER EXCLUDED? [y] (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WC4016477777 06/08/2020 06/08/2021 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Reference Agreement A-2016-361 The City of Santa Ana, its officers, employees, agents, and representatives are named as Additional Insured with primary wording and waiver of subrogation as respects to General Liability, as required by written contract, per attached CNA74872XX. Separation of Insureds applies to General Liability per attached CG0001. Additional Insured applies to Auto Liability, as required by written contract, per attached CNA71526XX. 30-Day Notice of Cancellation per attached CNA74702XX. CERTIFICATE HOLDER CANCELLATION City of Santa Ana y SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management Division ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE �oRaN Ii:AManagmerltDMsian A z REVIEWED & APPRCYVED BY: v' © 1988-2015 ACORD ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD Risk Management Analyst #S27499609/M27497184 CDCE, Inc CNA4013661900 CNA PARAMOUNT 03/09/2021 Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket CNA74872XX (1 - 15) Page 1 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wit HORaN } z a Risk Mwag mentDivisian REVIEWED & APPROVED SY.- p PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, CNA74872XX (1 - 15) Page 2 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED SY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: CNA74872XX (1 - 15) Page 3 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wit HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED SY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor CNA74872XX (1 - 15) Page 4 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED SY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE 1 A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. CNA74872XX (1 - 15) Page 5 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wit HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED SY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an CNA74872XX (1 - 15) Page 6 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z a Risk ManagemerdDi sign REVIEWED & APPROVED BY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: CNA74872XX (1 - 15) Page 7 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wit HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED BY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; CNA74872XX (1 - 15) Page 8 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED BY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and CNA74872XX (1 - 15) Page 9 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wit HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED BY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through In. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or CNA74872XX (1 - 15) Page 10 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED BY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. CNA74872XX (1 - 15) Page 11 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z Risk ManagemendDi sign REVIEWED & APPROVED SY.- Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: CNA74872XX (1 - 15) Page 12 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED SY.- PZ. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. CNA74872XX (1 - 15) Page 13 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wit HORaN Risk ManagemendDi sign REVIEWED & APPROVED BY.- P. VSA44a Risk Management Analyst CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1 - 15) Page 14 of 14 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wi HORaN } z a Risk ManagemendDi sign REVIEWED & APPROVED SY.- PZ. VSA44a Risk Management Analyst b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment." 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker." "Employee" does not include a "temporary worker." 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. CG 00 01 04 13 Copyright, Insurance Services Office, Inc., 2012 �oRaN } z a RiskMmVmentDMsian REVIEWED & APPROVED BY.- p R. vj&wd Risk Management Analyst L-01iiaJ Business Auto Policy Policy Endorsement It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: _ -- NP Name n law ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. Paragraph A.1. Who Is An Insured of Section II - LIABILITY COVERAGE is amended to include as an additional insured the person or organization scheduled above, but only if you are required by "written contract" to make that person or organization an additional insured under this policy. 2. The insurance provided to the additional insured is limited as follows: a. The person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of a covered "auto" and caused by your negligent acts or omissions or the negligent acts or omissions of someone, other than the additional insured, for whom you are legally liable. b. The person or organization is not an additional insured for the person or organization's own acts or omissions, nor those of anyone, other than you, for whom the person or organization is legally liable. c. We will not provide the additional insured any broader coverage or any higher limit of liability than the least that is: (1) Required by the "written contract"; or (2) Afforded to you under this policy. 3. Condition 2. Duties In the Event of Accident, Claim, Suit or Loss of Section IV - BUSINESS AUTO CONDITIONS is amended to add the following conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: a. Give us written notice of an "accident" which may result in a claim or "suit" under this insurance, and of any claim or "suit" that does result; b. Agree to make available any other insurance the additional insured has for a loss we cover under this policy; c. Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit"; and d. Tender the defense and indemnity of any claim or "suit" to any other insurer or self insurer whose policy or program applies to a loss we cover under this policy. But if the "written contract" requires this insurance to be primary and non-contributory, this provision d. does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a "suit". 4. Only for the purpose of the insurance provided by this endorsement, SECTION V - DEFINITIONS is amended to add the following definition: Form No: CNA71526XX (10-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 12; Page: 1 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Material used with permission of ISO Propert "--- mum management ummun REVIEWED & APPROVED BY. - Risk Management Analyst CNA Business Auto Policy Policy Endorsement "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured under this policy, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to the accident for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71526XX (10-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 1 2; Page: 2 of 2 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 REVIEWED & APPROVED BY. Risk Management Analyst Copyright CNA All Rights Reserved. Material used with permission of ISO Prope CNA Changes - Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY— NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): Number of days notice for nonpayment of premium: Name of person or organization to whom notice will be sent: Address: If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX (1-15) Poli Page 1 of 1 EndorseME a Risk MmRgemerdDMaion EffectiVE REVIEWED & APPROVED BY. - Insured Name: >Fs.a R. VSA44d Copyright CNA All Rights Reserved. ` Risk Management Analyst