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SECTRAN SECUITY INC.
o ;niSURANCE ON FILE o WORK MAY PROCEED N-2020-168 c� UNTIL INSURANCE EXPIRES o ll/22/2otq t1ERK OF COUNCIL DATE IO/01/7A7A AGREEMENT WITH SECTRAN SECURITY TO PROVIDE %Ar%) WJ A VAIr ARMORED CAR SERVICES �.2 1 THIS AGREEMENT is made and entered into on this 25' day of September, 2020 by and between Sectran Security, Inc., a California corporation ("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 ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge to provide armored car services for bank deposit pickups at City Hall Treasury Services and the Santa Ana Zoo. B. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. b. During the term of this Agreement, City may provide to Consultant one or more written work orders, change orders, delivery tickets, or other instruments, requests or established procedures with Consultant, which shall act to require Consultant to supply or perform those services. Each request, regardless of form, shall be deemed a work/change order governed by and subject to the terms and conditions of this Agreement if the services provided are consistent with the scope and intent of the parties to utilize services consistent with those provided in Exhibit A. c. Any work/change order that contains any terms contrary to those within this Agreement shall be void, unless City and Consultant have expressly agreed in a writing, requiring approval by the City Manager and the City Attorney's office. Consultant agrees and understands that substantive changes to the terms of the Agreement are also subject to approval by the City Council. Page 1 of 9 #61397vl 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $30,000. The sum of this amount shall include a base amount of $25,000 and a contingency amount of $5,000 for services to be provided at the sole discretion of the City. b. City agrees to pay Consultant for services provided by the Consultant from July 1, 2020 through the commencement date provided in Section 3, below. City agrees to pay Consultant for services for the months of July and August 2020, consistent with the services detailed in Section La., above, as detailed in the invoices detailed below and attached as Exhibit B. • Invoice 20070427 — $416.17 • Invoice 20071187 - $388.90 • Invoice 20080422 - $418.08 • Invoice 20081187 - $390.62 c. City shall pay for the invoices in Exhibit B upon final execution of this Agreement. Consultant agrees that the invoices provided in Exhibit B encompass the full and final amounts owed by City to Consultant for July and August 2020. d. Thereafter, 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. 3. TERM This Agreement shall commence on the date first written above and continue until June 30, 2022, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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. Page 2 of 9 #61397v1 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 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. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 Page 3 of 9 #61397v1 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. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its 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 Page 4 of 9 #61397vl shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, 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. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City 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 (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 5 of 9 #61397vl 12. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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 aclmowledges 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) 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. Page 6 of 9 #61397vl 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 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. 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: Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-xx) Page 7 of 9 #61397vl P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: Sectran Security, Inc. Attn: Jon Donohoe, President 7633 Industry Ave. Pico Rivera, CA 08057 Fax 562-949-4327 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or 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. 20. NUSCELLANEOUS PROVISIONS a. 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. [signature page to follow] Page 8 of 9 #61397vl N-2020-168 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST:: paisy Gomez Clerk of the Council APPROVED AS TO FORM: SONI.A R. CARVALHO City Attorney By: &ettl= k `- '4 ,cy^-r� Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: kb-i,. a Kathryn Downs (Sep 30, 202014:23 PDT) Kathryn Downs, CPA Executive Director Finance and Management Services Agency CITY OF SANTA ANA Krtsttne Ridge City Manager SECTRAN SECURITY, I Jon Donohoo President Page 9 of 9 #61397vl EXHIBIT A SCOPE OF SERVICES EXHIBIT "A" SECTRAN SECURITY INC. ARMORED SERVICE AGREEMENT CONTRACT #6727 The following paragraphs of this Armored Service Agreement (the "Agreement") outline the agreements and understandings by and between SECTRAN ARMORED INC. CITY OF SANTA ANA ("SECTRAN") and ("CUSTOMER") a California Limited Liability Company a California corporation, located at located at, 20 CIVIC CENTER PLAZA 7633 Industry Avenue SANTA ANA, CA 92701 Pico Rivera, CA 90660 This Agreement expresses and outlines the services, roles, and responsibilities of the parties. If additional locations are added to the scope of this Agreement, consistent terms and services will be maintained. These promises for such services and their related payments form the basis of this Agreement, made effective the 1ST day of JULY 2020. Term: Service under this Agreement shall be deemed to have begun effective on the1ST day of JULY 2020 and to have continued for through June 30, 2022, unless teRninated by a they . CUSTOMER agrees that SECTRAN is the exclusive provider for these services for the facilities contained herein. Except as etheFwise provided OR this ^.grs,,., eRt, it ;a terminate this Agreement within 5 days written notice in the event of bankruptcy, or insolvency of the other party. this Agreement with 30 days written notice in the event of a material reduction or cancellation of insurance. Either party may tN may terminate CUSTOMER and SECTRAN agree to the following: Schedule for Services: Coniunctive, seauential, on route pickup and delivery of items at the following location(s) to/from CUSTOMER's designated. mutually agreed -upon location(s): SECTRAN MAXIMUM LIABILITY SERVICE BRANCH UNIT # I LOCATION COVERAGE FREQUENCY FEE for SERVICE PICO CITY OF SANTA ANA CITY HALL $300,000.00 MONDAY TO FRIDAY (5) $381.81 + Fuel PER 20 CIVIC CENTER PLAZA MONTH SANTAANA CA 92701 PICO SANTA ANA ZOO $100,000.00 MONDAY TO FRIDAY (5) $344.31 + Fuel PER 1801E CHESTNUTAVE MONTH SANTA ANA CA 92701 DEPOSITOR JP MORGAN CHASE 656 S. VAIL AVE, MONTEBELLO CA 90640 PI CO CITY OF SANTA ANA CITY HALL UPON REQUEST OF $.08 PER coin roll wrapped 20 CIVIC CENTER PLAZA SERVICE SANTA ANA. CA 92701 Insurance Fee: 3.95% Waiting Time: In the event the CUSTOMER requires additional time and SECTRAN agrees to stay, a charge of $0.00 per one (1) minute will be assessed after the first five (5) minutes. Over fifteen (15) minutes, SECTRAN may elect to depart from the CUSTOMER'S location. Should SECTRAN be requested to return, the pick-up will be rescheduled as a Special Pick-up and will be charged at an agreed to fee prior to rendering service. Research. Special Request and Supply Fee: A fee of $45.00 per hour will be charged for research of SECTRAN's documents or receipts that have aged over sixty (60) days, unless it is determined to be solely an error of SECTRAN or the development at CUSTOMER's request custom reports or CUSTOMER special requests outside the scope of normal services referenced in Section 1. Supplies provided by SECRTRAN to CUSTOMER will be charged back to CUSTOMER at SECTRAN current cost plus 1%. Excess Item Handling: A fee of $0.00 per item is assessed when the number of items or containers exceed 5 items per shipment. Holiday Service Fee: A fee of $65.00 will be charged for the service provided on those Holidays as listed in Section 11. Excess Liability: Afee of $.00 per$1,000 or fraction thereof for any amounts which exceed the Liability Coverage per Shipment Amount. Updated: July 2020 CONFIDENTIAL Page 1 TERMS AND CONDITIONS 1. Service: SECTRAN agrees to pick up, receive from, and/or deliver to CUSTOMER, or any designated agent, securely sealed or locked shipments which may contain any or all of the following: currency, coin, checks, securities, or other valuables. If the shipment containers) does not appear to be securely locked or sealed, SECTRAN reserves the right to refuse to accept such container(s) and will not receive said container(s) from the CUSTOMER or its designated agent. If SECTRAN accepts sealed container(s), SECTRAN will give CUSTOMER a receipt for said sealed container(s), transport and deliver such sealed container(s) to the consignee designated by the CUSTOMER. CUSTOMER agrees that it will not conceal or misrepresent any material fact or circumstances concerning the property delivered to SECTRAN pursuant to this Agreement. The fee payable by CUSTOMER to SECTRAN is based upon the agreed upon liability limit(s) and level(s) of service provided by SECTRAN as stated in this Agreement. If additional or special services are required, CUSTOMER and SECTRAN agree to negotiate fees for these other services. Before these other services commence, a written amendment will be attached to this Agreement confirming these additional services. If other services are provided prior to the execution of a written amendment, the fees to be charged will be the standard fees quoted for such service by SECTRAN. 3. Rate Adjustment: SECTRAN shall annually increase the service fee(s) based upon the year to year changes in the Consumer Price Index (CPI) or other applicable economic factor(s). To account for future movements in the price of diesel fuel, up and down, SECTRAN will henceforth adjust the monthly fuel fee based on average California diesel prices as measured and published by the Department of Energy (WWW.EIA.DOE.GOV). SECTRAN's established baseline is $1,31. Any cost above the $1.31 baseline cost will be adjusted on a monthly basis by 0.5% on price movements of 10 cents per gallon (i.e. if diesel prices rise to $1.41, the corresponding fuel fee is increased by 0.5%). Each party will be able to monitor and keep track of the adjustments easily. The fuel fee rate change reflected on the invoice will be based on national average diesel prices published on the Department of Energy Website. The calculation is the average of the California prices for the frst four Mondays of the month rounded to the next cent. The table is for reference only and as such, does not reflect the maximum rate which might be assessed. Minimum Maximum Per Gallon Fee (%) $4.91 $5.00 $.10 18.00% $4.81 $4.90 $ .10 17.50% $4.71 $4.80 $.10 17,00% $4.61 $4,70 $.10 16,50% $4.51 $4.60 $.10 16,00% $4.41 $4.50 $.10 16,60% $4.31 $4.40 $.10 15 00% $4.21 $4.30 $ .10 14.50% $4.11 $4.20 $ .10 14.00% $4.01 $4.10 $ .10 13.50% $3.91 $4.00 $ .10 13.00% $3.81 $3.90 $.10 12.50% $3.71 $3.80 $ .10 12.00% $3.61 $3.70 $ .10 11.50% $3.51 $3.60 $ .10 11.00% $3.41 $3.50 $ .10 10.50% $3.31 $3.40 $ .10 10.00% $3.21 $3.30 $.10 9.50% $3.11 $3.20 $ .10 9.07-70 Updated: July 2020 CONFIDENTIAL Page 2 $3.01 $3.10 $ .10 8.50% $2.91 $3.00 $ .10 8.00% $2.81 $2.90 $ .10 7.50% $2.71 $2.80 $ .10 7.00% $2.61 $2.70 $ .10 6,50% $2.51 $2.60 $ .10 6,00% $2.41 $2.50 $ .10 6,60% $2.31 $2.40 $ .10 5.00% $2.21 $2.30 $ .10 4,50% $2.11 $2.20 $ .10 4.00% $2.01 $2.10 $.10 3.50% $1.91 $2.00 $.10 3.00% $1.81 $1.90 $.10 2.50% $1.71 $1.80 $.10 2.00% $1.61 $1.70 $.10 1.50% $1,51 $1.60 $.10 1.00% $1.41 $1,50 $.10 .50% $1.31 $1.40 $.10 .00% 3a. SECTRAN reserves the right in times of global economic downturn or due to changes in regulatory obligations to renegotiate rates and fees in good faith with customer. In the event that CUSTOMER refuses to consent to such adjustment(s) or fee(s), SECTRAN shall have the right to terminate this Agreement upon Thirty (30) days written notice to CUSTOMER. 4. Liability: SECTRAN agrees to assume the liability for any loss, according to the terms of this Agreement of the securely sealed container(s) from the time SECTRAN signs for and receives physical custody of the sealed container(s). SECTRAN' responsibility terminates when the CUSTOMER or its designated consignee takes physical possession of the sealed container(s) and signs SECTRAN' receipt. If it is impossible to complete the delivery, SECTRAN shall be responsible for any loss until the sealed container(s) is returned to the CUSTOMER or its designated agent and a signed receipt obtained. While the sealed container(s) is stored in the CUSTOMER'S premises, SECTRAN does not assume the liability for any loss. If CUSTOMER conceals or misrepresents any material fact or circumstance concerning the property or container, or the contents thereof, SECTRAN will have no liability for any loss in any way related to such fact or circumstance. SECTRAN reserves the right to take any and all action as may be reasonably necessary to prevent money laundering to the extent permitted under law or as may be required by any regulatory body that may exert a right of control over SECTRAN. 5. Excess Liability: The following terms will apply if CUSTOMER did not decline excess liability coverage on the signature page. If SECTRAN shall accept tender of a shipment in excess of the Liability Coverage per Shipment Amount, CUSTOMER agrees to pay SECTRAN the excess liability fee set forth on the signature page. CUSTOMER, by paying this additional fee, will obtain full dollar coverage of any or all losses, subject to the other provisions of this Agreement. If CUSTOMER declines Excess Liability Coverage, liabilities covered under this Agreement are limited to the Liability Coverage per Shipment Amount. 7. Claim Procedures: The following provisions shall control in the event of any loss or claim, notwithstanding anything to the contrary contained in this Agreement: Updated: July 2020 CONFIDENTIAL IPage a) In the event of a loss, CUSTOMER agrees to notify SECTRAN in writing within four (4) calendar days after the loss is discovered or should have been discovered in the exercise of due care. CUSTOMER agrees that any loss shall be reported by CUSTOMER to SECTRAN within forty-five (45) days after the pick-up by SECTRAN of the securely sealed container in connection with which the loss is asserted. Unless such notice has been received by SECTRAN within this forty-five (45) day period, such claim shall be deemed waived and released by the CUSTOMER. It is agreed that both parties will work together to determine the extent of the loss, and if possible, the cause of loss. c) Unless CUSTOMER has opted -out of its reconstruction obligations in writing above, CUSTOMER shall retain sufficient information to allow reconstruction of item(s) in the event of a loss. In addition, CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed items constituting a part of any loss. SECTRAN's liability, unless otherwise stated in this Agreement, shall be the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the item(s), any necessary cost because of stop -payment procedures or reasonable costs associated with CUSTOMER providing information and assistance with recovery of loss. The term "Reconstruction" is defined to mean the identification of the item(s) only to the extent of determining the face amount of said item(s) and the identity of the maker or endorser of each or providing audit trail, foreign or internal network information, data, customer information or other relevant information to allow SECTRAN to recover any and/or all item(s) or cash associated with loss. CUSTOMER agrees in the event of a loss, that any liability of SECTRAN shall be reduced by the face value of reconstructed or recovered item(s). d) Upon the request of SECTRAN, CUSTOMER will furnish a proof of loss to SECTRAN or its insurance carrier. Once reimbursement has been made to CUSTOMER, SECTRAN and its insurer shall receive any and all of the CUSTOMER'S rights and remedies of recovery. 8. Limitations & Force Mateure: a) The CUSTOMER agrees that SECTRAN will not be liable for any loss or damage caused by or resulting from shortages claimed in the contents of the sealed or locked shipment(s), for non-performance or delays, or for the breakage of statuary, marble, glassware, bric-a-brac, porcelains and similar fragile articles. Likewise, SECTRAN shall not be liable to CUSTOMER for failure to render service if in SECTRAN's judgment the same may endanger the safety of CUSTOMER'S property or personnel or SECTRAN'S vehicles or employees. b) It Is further agreed that SECTRAN shall not be held accountable or liable for any damages or losses, caused by or resulting from illegal or fraudulent acts of CUSTOMER's employees, agents, representatives, or third -party contractors. c) CUSTOMER agrees that SECTRAN shall not have any liability for losses of any documentation carried by SECTRAN at CUSTOMER's request without compensation. d) CUSTOMER expressly understands and accepts that ownership (title) to cash transported or stored by SECTRAN shall never transfer to SECTRAN. e) It is further agreed SECTRAN shall not be held accountable or liable for any damages or losses, whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote, or be in whole or in part caused by, contributed to, or aggravated by the peril(s) for which liability is assumed by SECTRAN, resulting from: (i) Hostile or warlike action in time of peace or war, including action hindering, combating or defending against an actual, impending or expected attack; (1) by any government or sovereign power (de jure or de facto) or by any authority maintaining or using military, naval or air forces; or (2) by military, naval or air forces; or (3) by any agent of any such government, power authority or forces. (ii) Nuclear reaction, nuclear radiation, radioactive contamination or any weapon of war employing atomic fission or radioactive force whether in time of peace or war. (iii) Insurrection, rebellion, revolution, terrorist act, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence; seizure or destruction under quarantine or customs regulations; confiscation by order of any governmental or public authority; or risks of contraband or illegal transportation or trade. (iv) Acts of God, strikes, labor disturbances, impostor pick-up or deliveries, or other conditions or circumstances beyond SECTRAN' reasonable control. 10. Container Value Limitation: CUSTOMER acknowledges and agrees that the maximum value which SECTRAN will transport in any individual container will not exceed two hundred fifty thousand dollars ($250,000). If the total value of a shipment which CUSTOMER seeks to tender to SECTRAN exceeds two hundred fifty thousand dollars ($250,000), such shipment must be broken down into separate shipment containers of two hundred fifty thousand dollars ($250,000) or less. 11. Holiday Service: SECTRAN agrees to provide service as stated in the Agreement with the following holiday exceptions: New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Columbus Day, Thanksgiving Updated: July 2020 CONFIDENTIAL Page 4 Day, Christmas Day, federal banking and any local applicable observed holiday. Charges for service on such days will be as stated upon page 1 of this Agreement, excluding Christmas Day. SECTRAN will not provide Christmas Day service. 12. Specials: Unscheduled pickups or deliveries are available under the same conditions and provisions of this Agreement. Prices are quoted upon request. 13. Excess Liability Coveraae: SECTRAN reserves the right to refuse tender of a shipment in excess of the Liability Coverage per Shipment Amount as set forth in this Agreement. 14. fz��: FaGh party r9G9lViH9 iAfQFFHati9R (the "Receiving PaFty') 61RdeFtalk06 tO FetaiH iR GORfWARAR the terms Of this Updated: July 2020 CONFIDENTIAL Page 5 SECTRAN SECURITY INC. II INVOICE -® LOS ANGELES,BOX LOS ANGELES, CA 90022-0967 7/1312020 PHONE 562-948-1446 FOR BILLING INFORMATION zoo7o427 900423 CITY OF SANTA ANA M-14 PO BOX 1988-M-14 INVOICE ATTN: MIRRELLA VARGAS SANTA ANA, CA 92701 US Net 10 Days CITYST 416.17 004 SERVICE FOR JULY 2020 ORDERPURCHASE CITY OF SANTA ANA Mnth MnTuWeThFr 1 381.81 20 CIVIC CENTER PLAZA Fuel Surcharges 9% Mnlh 1 34.36 SUB TOTAL: 416.17 SALES TAX: 0.00 PLEASE PAY: 416.17 01001 y� CR trtbb SECTRAN SECURITY INC. P.O. BOX 227267 INVOICE LOS ANGELES, CA 90022.0967 7/13/2020 PHONE 562-948-1446 FOR BILLING INFORMATION 902767 20071187 0 CITY OF SANTA ANA M-14 P.O. BOX 1964 INVOICE ATTN: MIRELLA VARGAS SANTA ANA, CA 92702.1964 US Net 10 Days SAZOO SERVICE FOR JULY 2020 388.90 71 100 PURCHASE ORDER NUMBER SANTA ANA ZOO Mnth MnTUWeThFr 1 344.31 1801 E CHESTNUT AVE/SANTA ANA Fuel Surcharges 9% Mnth 1 30.99 Insurance Surcharge 3.95% Mnth 1 13.60 SUB TOTAL: 388.90 SALES TAX: 0.00 PLEASE PAY: 388.90 d--1 00 SECTRAN SECURITY INC. PA. sox 227267 INVOICE LOS ANGELES, CA 90022-0967 8/1/2020 FE- PHONE 562-948-1446 FOR BILLING INFORMATION 900423 CITY OF SANTA ANA M-14 PO BOX 1988-M-14 ATTN: MIRRELLA VARGAS SANTA ANA, CA 92701 US SERVICE FOR AUGUST 2020 CITY OF SANTA ANA 20 CIVIC CENTER PLAZA Fuel Surcharges 9.5 11:1• a TYPE INVOICE TERMS Net Days ACCOUNTNO INVOICE TOTAL SALES REP ® 81: 11. PURCHASE ORDER NUMBER Mnth MnTuWeThFr Mnth 381.81 36.27 SUB TOTAL: 418.08 SALES TAX: 0.00 PLEASE PAY: 418.08 SECTRAN SECURITY INC. P.O. BOX 227267 INVOICE LOS ANGELES, CA 90022-0967 8/1/2020 PHONE 562-948-1446 FOR BILLING INFORMATION �. 902767 zooa11a7 CITY OF SANTA ANA M-14 P.O. BOX 1964 ATTN: MIRELLA VARGAS INVOICE SANTA ANA, CA 92702-1964 US SERVICE FOR AUGUST 2020 SANTA ANA ZOO 1801 E CHESTNUT AVE/SANTA ANA Fuel Surcharges 9.5% Insurance Surcharge 3.95 % Net 1 D, ACCOUNTNO INVOICE TOTAL SALESREP �•390.62 100 PURCHASE ORDER NUMBER Mnth MnTuWeThFr Mnth Ninth 344.31 32.71 13.60 SUB TOTAL: 390.62 SALES TAX: 0.00 PLEASE PAY: 390.62 1 =t, I K-7 ,44 oRo CERTIFICATE OF LIABILITY INSURANCE DATE O5/1112020 020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must 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 rights to the certificate holder in lieu of such endorsemen s . PRODUCER 860-793-9601 Associated Insurance Services 106 West Main Street P.O. Box 630 Plainville, CT 06062-0630 M. TACT Associated Insurance Services ac No.ErL: 860-793-9601 A�No;860-747-3580 E-M L INSURERIS1AFFORDING COVERAGE NAIC R Associated Insurance Services INSURER A: Scottsdale Insurance Company INSUREDIt 76331ntlus, Avenue Pico Rivera, A90660 I u ERB: Philadelphia Insurance Company 18058 LIO d3 INsu ERc: Y INSURER D INSURER E INSURER F COVFRAr.FR rVPTIFIr ATF MIIMIDFD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR IJ&LIMITS TYPE OF INSURANCE IDL UBR POLICY NUMBER POLICY EFF POLICY E%P IS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Y . PHPK2066252 11/2212019 11122/2020 EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED 100,000 MED EXP (My onePerson) 51000 PERSONAL A ADV INJURY 11000,000 AGGREGATE LIMIT APPLIES PER: g POLICY JEL4T LOC GENERAL AGGREGATE 2,000,000 GEN-L PRODUCTS-COMPIOP AGO 2,000,000 OTHER: Emp Ben. 1,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 ANY AUTO OWNED AUTOS ONLY X SCHEDAUTO,ULED PHPK2066245 11/22/2019 1112212020 BODILY IWURY (Per arson BODILY INJURY Per amidenl ��qq FIp p AI/TODS ONLY AUTOS ONLY ROPCENRd.YI AMAGE $ A X UMBRELLA LIAS EXCESS LIAR X OCCUR CLAIMS -MADE LS0113287 02/2212020 1112212020 EACHOCCURRENCE $ 5,000,000 AGGREGATE 51000,000 DEO I I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PRgqO��PRIETO�RR)PARTNERIEXECUTIVE (mentlaloryln NEft E%CLUDEpP styes, describe unMd)er E RI TI OF OPERATIONSWow NIA PER OTH- E.L. ACCIDENT E.L. DISEASE - EA EMPLOYE E.L.D Y LIMIT S C Cash In Transit B0901EE1906409000 08/2712019 08/27/2020 Transit 10,000,000 Vault 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addl0ona1 R.m.rk. Schedule, may be U.h.d N more .Pecs Is ,equlred) The City of Santa Ana, officers, employees, and volunteers are Included as additionally insured In regards to General Liability per written agreement REVIEWED & APPROVED on a primary and non-contributory basis. 30 Days notice of Cancellation. By Risk MANAGEMENT DIVISION A2 CERTIFICATE HOLDER r.ANr.FI I ATInN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Santa Ana Risk Management Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza, 4th FI AUTHORIZED REPRESENTATIVE // V _ Santa Ana, CA 92701 ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CUNTI-7 np In. .a�oJRa CERTIFICATE OF LIABILITY INSURANCE DATE(----YYYY) 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) 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 thin r:Prtiricatn A— not rnnfar d,.61e b Ik-.-uw,w....b. r._,.,_-,.- „_.. _. PRODUCER Brakke-Schafnitz Ins. Brokers License #OK07568 28202 Cabot Road, Suite 600 Laguna Niguel, CA 92677.1251 Ronald Etcheverry INSURED Sectran Security Inc 7633 Industry Pico Rivera, CA 90060 COVFRAnPS rrcRT!F!CATC L,naaMon. _------ NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUB POOCY NUMBER POUCYEFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑OCCUR EAC OCCURRENCE pP)JAGE TO RENTED MED EXP on, GEN'L pamand PERSONAL & ADV INJURY S AGGRE TE LIMIT APPLIES PER: POLICY j LOG OTHER: GENERAL GATE PRODUC S-COMPOPAGG AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULEp AUTOS DNLY AUUpTO.ppSWW EE AU�OS ONLY AlITO50Nr1L� COMBINED SINGLE LIMIT D BODILY INJURY Par arson BODILY INJURY Peracgided leUea'JF enl AMAGE UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE DEp I I RETENTIONS A B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY yyy (((NNN ANY FFICERIMEM9��MgFXCLUDE04 ECUTNE ' `. I I�anJalgry In Nnl u It es, damnee under DESCRIPTION OF OPERATIONSb NIA 9269969 CA 9344459 OUT OF STATE 02/12I2020 02112/2020 X PER OTH- 0211212021 E.L EACH ACCIDENT 1,000,000 0211212021 E.L. DISEASE -EA ENTILOYEE 1,000,000 E-L. DISEASE -POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Addlllonal Remarks Schedule. may be adaceed It more space is required) REVIEWED APPROVEU By Ris1C MANAGEMENT DIVISION MUNICH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Municipal Utility Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE I INGO-AUTO AUVKU cUKFUKA I ION. All rights reserved. The ACORD name and logo are registered marks of ACORD PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 11/22/2014 Name of Person or Organization (Additional Insured): Blanket where required by written contract SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. REVIEWED & APPROVED By Risk MANAgEMENT DIVISION Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY GENERAL LIABILITY DELUXE ENDORSEMENT: SECURITY SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed that the following extensions only apply in the event that no other specific coverage for these extensions are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Damage to Premises Rented to You $1,000,000 2 Watercraft Used in Security Services only 2 Medical Payments $20,000 2 Medical Payments — Extended Reporting Period 3 years 2 Supplementary Payments —Bail Bonds $2,500 3 Supplementary Payments — Loss of Earnings $500 per day 3 Employee Indemnification Defense Coverage for Employees $15,000 3 Additional Insured — Broadened Named Insured IncludedIncWded 3 Additional Insured — Managers and Supervisors Included 3 Additional Insured —Managers, Landlords, or Lessors of Premises Included 3 Additional Insured —Lessors of Leased Equipment — Automatic Status When Required in Lease Agreement With You Included 4 Additional Insured— Grantors Or Permits Included 4 Additional Insured — Blanket Additional Insureds by Contract Included 4 Limited Rental Lease Agreement Contractual Liability $50,000 5 Transfer of Rights of Recovery Against Others To Us Clarification 5 Duties in the Event of Occurrence, Offense, Claim or Suit Included 5 Unintentional Failure to Disclose Hazards Included 6 Liberalization Included 6 Bodily Injury — Mental Anguish Included 6 Assault and Battery Coverage with Extended Property Damage Included 6 Errors and Omissions Coverage Included 7 Incidental Medical Malpractice Included ED &DPP VED By Risk ANAGE VISION 62 Page 1 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION III —LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V — DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000. or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. Aircraft, Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments — Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION III —LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Under SECTION 1—COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1 Insuring Agreement, Paragraph a., Item (b) is amended to read: provided that: (b) The expenses are incurred and reported to us within three years of the, tilt APPROVED accident, and By Risk MANAGEMENT DIVISION Page 2 of 10 2.62 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its per PI-GLD-SG (10/13) D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS — COVERAGES A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. E. Employee Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS — COVERAGES A AND B provision, the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $15,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." F. Who is an Insured SECTION II —WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. Broadened Named Insured — Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. b. Managers and Supervisors — If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Managers, Landlords, or Lessors of Premises —Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. REVIEWED & APPROVED By Risk MANAGEMENT DhMON Page 3 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) d. Lessors of Leased Equipment — Automatic Status When Required in Lease Agreement With You —Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage' or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. e. Grantors of Permits —Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract —Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury' caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: REVIEWED &APPROVED By Risk MANAGEMENT DMSION Page 4 of 10 © 2013 Philadelphia Indemnity Insurance Company Y Includes copyrighted material of Insurance Services Office, Inc., with its permi io PI-GLD-SG (10113) (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications: or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed: or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION 1— COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. H. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV — COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. I. Duties in the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy) to your compensation insurance carrier, and this "occurrence" later develops into a liability claim, failure to report such "occurrence" to us at the time of such "occurrence" shall not be deemed in violation of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit. This is upon the distinct understanding and agreement however, that you, the insured, as soon as made aware that this particular "occurrence" is a liability case, rather than a compensation case shall give us notification immediately. 2. The requirement in Condition 2.a, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of "occurrence" or an offense, applies only when the "occurrence" or offense i4*,VlkrD & APPROVED BY Risk MANAGEMENT DiVISioN Page 5 of 10 Y © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its p PI-GLD-SG (10/13) a. You, if you are an individual, b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. L. Bodily Injury — Mental Anguish SECTION V — DEFINITIONS, Paragraph 3. is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a, above) at any time. M. Assault and Battery with Extended Property Damage SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to: REVIEWED & APPROVED By Risk MANAGEMENT DivisiON �y2P0� Page 6 of 10 r t4— © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-GLD-SG (10/13) (1) "Bodily injury" or "property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your "employees." However, acts of your "employees" shall not include theft. N. Errors and Omissions Coverage 1. SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 2. SECTION I —COVERAGES. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS The insurance that applies to "personal injury" includes negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 3. SECTION I — COVERAGES is amended by adding the following: COVERAGE D — ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as damages because of errors or omissions committed by you relating to your services described in the Declarations. However, we will have no duty to defend the insured against any "suit" seeking damages for errors or omissions committed by the insured to which the insurance does not apply. We will have the right and duty to defend any "suit" seeking those damages. We may, at our discretion, investigate any claim or "suit" that may result. But: (a) The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B, or D. or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D. (2) This insurance applies only if the error or omission occurs during the policy period. b. Exclusions This insurance does not apply to: REVIEWED VIEWED & isk MPP Page 7 of 10 2 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its per PI-GLD-SG (10/13) (1) "Bodily injury" or "property damage"; (2) "Personal and advertising injury"; (3) Intentional injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured; (4) Any claim seeking relief or redress in any form other than monetary damages, (5) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arising from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for damages: (a) That the insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an insured contract, (8) Liability arising from any fraudulent, dishonest, or criminal act of any insured, (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or "employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. (11) Liability arising directly or indirectly out of any action, error or omission that violates or is alleged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (b) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA), or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. c. SUPPLEMENTARY PAYMENTS —COVERAGES A AND B is amended to read ED APPROVED SUPPLEMENTARY PAYMENTS — COVERAGES A, B, AND D eMFNt DlviStoN By Risk MANAG Page 8 of 10 2 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its p PI-GLD-SG (10/13) d. SECTION III— LIMITS OF INSURANCE is amended as follows: (1) Item 2. is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; c. Damages under Coverage B. and d. Damages under Coverage D, (2) Item 5, is replaced by the following: 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage" arising out of any one "occurrence"; and c. Damages under Coverage D. e. SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B. or D of this Coverage Part, our obligations are limited as follows: (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following: When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. O. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee" for an accident occurring during the policy period: 1. First aid treatment including cardiopulmonary resuscitation (CPR); and REVIEWED & APPROVED By RISK MANAGEMENT DIVISION Y � Page 9 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc„ with its permission. PI -GILD -SG (10/13) 2. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances. However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. REVIEWED & MPP ROVED By Risk MAW' Y2 2 Page 10 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission.