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PM AM Corporation - 2019-02-04
AMENDMENT NO. 1 TO CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND PM AM CORPORATION FOR FALSE ALARM BILLING AND TRACKING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City,"and PM AM CORPORATION, a Texas Corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated March 21,2019, entitled"Contract for False Alarm Billing and Tracking Services" which agreement shall hereinafter be referred to as the"Original Agreement"; and City and Consultant wish to amend the Original Agreement to extend the term, NOW,THEREFORE, it is agreed by City and Consultant as follows: 1. TERM The term of the Agreement is extended for one additional year until March 20, 2025. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on W 1. , 2024. 24-14492/338548 1 PM AM CORPORATION CITY OF HUNTINGTON BEACH, a munici.al corporation of the State of Calif.— ::::7:„...,,...„....------- Ilia By: ::: VY t!i� 010 t IL. \- Cflk... print name ITS: (circle one) !PresidentNice President Mayor AND c'\ 9 / J )- City Clerk to//-Z/-2c, By: 4)Epi6 ids INITIATED ND APP OVED: print name ITS: (circle one) Chief Financial ‹...„.„0„,„6.. Officer/Asst. Secretary-Treasurer Police Chief APPROVE R : Cit Attorney 24-14492/338548 2 I RECEWED JUN 1 0 2024 City of Huntington Beach City Attorney's Office • i. a d ? ERTI ICAT Q f QILf I R DA IWD4X . ,, . 4rt#ta i HIS€OERTiFUCATE<t5�ISSUED A$4. MATTER OF INFQRNIA IONS QN1 AND,GONEERS�NO i�ICIJTS°UPON THE CERTIPtOME HGLDEi THIS atRTIFi,CATE DOES NOT.AFFiRM ELY,OR.ilik4:T1t(EL.Y AtUIEN P EXTEND CR:ALTER.THE.COiVERAGESAEFOROED:t3Y THE'fPOt C1ES HELOW THIS;CERTIFICATE OF;INSURANCE DOES,NOT CQNST1TUTE.A CONTRACT'WE;WEFA THE'ISSUING'tNSURER(57lzA UTHORIZED: ?. R ,RESET+FA-.0 'C�lk�`,RM44CER,ANi'TH ECER"CW CE;KOLDF t ! I poRTAtm irthe artittcat$ lithe rt8�an ADDITIONALIATNStIREJ tt piottcy(ies, must'have ADDITIONiA INSURED otio.i Tans or.6et ettliorsed� tt-SUBRQGAtI0N;IS WAIVED,sul�Je isr the ter ms and conditions ofi:tht policy;certat`n.-F.oIh Iiss may,, qua an endomoment. A atatamneat•on '' • itottiiiii cote cfnes nat>cnfer rights:ta the certCiicato hoitlerin`iteu- nidorsenrent�(sj.. PRDOUCER .. HarmaNGBooth _ I mar , luenL .e bLB;i�fiWas� Narrt6tFlaar p e 693Z 3581c ,� a ai k f37846fi00 . , 'Dalai 752 • E fg . HaneattBaoaMarshMikrom RisuREaA Flartfolrt i14yd's tnsurannce Company 38l53 ` lRsitivay g e°459)Rao iNSUURER'H Hartikaltnde writela rnsurarice Company ' 30iO4 :ROAM 0- oraff,0n , $ 0 LB.i ket;wey i►isuREii Cnnttnentai Casuatty;Company ._ 2044�3 •'J"oyuer,,G0i0All idiuRh D_ __ •Da(las,T 5Z4 .tiisuiiiiii . d COVERAGES fCEi1f.IPICATE NUll ER t 99S4&258,' REVISION NUMBER , THIS IS TQ PERTIFY�THAT THE POLICIES OF`INSURANC US'IEP BELOW PIAVESEEI4 ISSUE[ T{O T E INSUREt]'►1Atgcr4$O.VE`FOR ThiE PPLIE PERIOQ INDICATE© 11.40 i0STAXIDU G AtNY REQ MOtiENT,TERM Ok,CO�IDITIQI OFANY CONTRACTOR:O ER DQCL MENT WIT04 RESPECT TO!Wf lC t T�11S4 . CERTIFICATE AAA B ISSUED OIt volt-Auk PERTAIN THE.INSURANC• APFORDEEt 0,y,Q ft le l Ot IE;DES xRIBEQ"k1EREit±i IS`SUEJECT TO ki ;'THE rrriguS CCI:i1SiOt itmi'CDGtk�itioP§.40,S(J 'f polo CtEB UMmai.S tQWN MAY HAVE BEEN'REDUCED:BITAID CIJ(IhiS,:'_.. 7tZgR ppppppk��ggUNPI i POLIGY'EO ,4atacrexw E : ... tYPEOFife:W W _. ,.tr : Pint&iiDMDEP .._ Immino*.YYii, twootimyij` ItAit k' X cOMMERciALGENERawUILW .014A 129a8.. 1.v1e1WO`23" 4O!W20 4. , i Irt'ccdAitiiti' . S72ooOO.otra i. . C tMS.AiAQtrJM PCCUIT .` RP uItssEsi as rriincel S.30o00d :MMME1 EXP.(Anyiof1RPei5cnI $:iO;00o . PERSOitiktAiAl lNailRX it-10 o0d -. aErriliceREcanrapp roraErtt cOEi Etsu.ACGREGAT s,,:0(O,Oo0 iitlul4 l ` : L, i RiRDDUGTsCOMPIcP1lGCa 44;600 d80 b7NER . .. .AUrOMO8ILEUABU:ii1E 46S.8pt) S69 1.00,747 �.� _. __ _ ._ �,i •-`t916F2b24• ��►nesirvr�L�ur' s�2ogaa00 � . ANY'AUTQ 80D05NJURY(Per076on $ 'OWiit x.S411aiiii: Oi �t7#](GYiN1k Y(4 0afdenl} 5 rAUTOSONIh a ;AUrf13 i vHAaosa*i111817,.. vi UTOSO104D1I Vtif tlden<yaMACiE $ • .. A < ,uuan C1KflAR• jL `OCO R 46SSACX2988 10/61Z023 r 10161 '4 EACH-OCCURRENCE $3,, lido EXCESS GAB z cL uiSAIAEiE AGGREGATE 53000100 t DE0 J X RETE:iiii& Ur f1t'A & N uoRRERacoMPEJuaR SEC3Ns95 t 1t247IE 4O23 082 krA01V R AriDxPtAESA3ikT t IYPR0PRieTnROARINERrefWgiL 0fit, I. tLziCWA1Grlo:N si vI caoac 'OFFIceelmEAeEREL eg .i `E:C.DISEASErAEMPLOXE $100Q00tAt oy a NHi o '±.destobriundar.. . ... , I; DESCRIPTION ofarnzwcaiow E xtsusPCLICEtIto s,440(k000 . . �` raA 59666088& '01i60A 3Fi5F202S t00D404: A :, qy T 9LI8yIUV 4ISSA112989 rI1018/2C2 08/2024 ( 45,Q00 I`II DEse ndn•GFOPERATitiffi iliej aN E}i[CL69 tR40ROi0l+lLddfitialRei►i ikiaiiiWiyAihehii.atnehrditiii4ii!iCatiiigniiiiip Fl ose s(suefitet thec 1l sered's©perat s.:Certifca1e ttolcterts att atrd(licoal-Insured onst,tA+Bi Subiogatl0 crape Business LlabUI ywCoVeta e ForOY' ( SSOtlt18 attached to thrs poll Waiver pc%if ngattan applies trayfayQrof the G.04.1.&ate H9tdet Berl Bload;For,DrEndorsement Extended Opllob ('• WC990300EJWC990300F;ettablied to itlf poll*ClrnbrelG is>fa�lbw fartn; / PREii7 ED,t?tS T, F.A.11 1x 1,iii_ T.tabillt 'Sub`Llaiit ,. l7tlrct Pert t y obi TnsuringFA. Twit tits t I ot04*. Se unty .t?I•Ivan UmlltI ORO04 ,t exentlan$1040.pars latmmr Pklvacyge�UIaIiC Ptatseeing*Limit.$28O.Q :'tkteterillnnM0;0:a.0perp acceding t0C10EL.E;GATES. e Icn d CirY eTTQRNIE'F ' G1Eili.IF LATE HfOILEiE"R CANCELLATI`ON • -ej'TY nP:Hoot,i1ii6TON'BEI�GI,; , 8HmLtNtia00,Tt .tiitfeo scil-goo O LEC IES BECN ELEaE0RE T1t AGCOeAINEW[T0tf tQAP CdPt0.0 Y BNAOtICWIL 4.0r0.ET(LERE id teO t [ THG . AttCityCe 0Ife '' • 2O O 4aa:4treet xurrforEzgsREP0Esitekt e( tiunlicgtngx;acfT,• PA92ti4 i Q:IPaB?.gSIGQRDICORPGITITiO*AsltlrigttRJi*servtl RD (2Q15/u Thia ACC nand togd,are regtsileradrtira oftCC i0i- 1 AGENCY CUSTOMER ID: PMAMCORPO LOC#: ACCORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Marsh&McLennan Agency LLC. PMAM Corporation 5430 LBJ Freeway POLICY NUMBER Tower 3,Suite 370 Dallas,TX 75240 CARRIER NAIL CODE ' EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE First PartyLoss Insuring Agreements: Privacy vent Response-Limit:$250,000/Retention:$10,000 Extortion-Limit:$250,000/Retention:$10,000 Retroaclive Date:03/15/2018 30 days notice of cancellation applies. ACORD 101 (2008/01), 02008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD- A.0 OBS 0.N110. RSEVENTOMOESIfigOOL(M Pi REM flgARENLM 'POLICY'emANae, • • 'it*OklitOop.koti**0**p**0401*o oi4o.*.0040****1 p****0-006gr4040 Nigotgt li9k* moot No::.000:461;41ak#POnk*,74 11000.0000(04fmas#00.Aore* [4000:::p0400 4aQ OV:017#0:# '.0tit*, 34i*. .4* Niircy,,:chanopteftwthgvaatia; io:onom EtroOlve houle is the same as Stated in tho 000.0. 1.014.P0,0*P61.141; 00.(4r0)****Sibet Gfl • 4400 00001 40W( 0.0.04tAtf • 400; • • :441::4&-d • • POLICY CHANGES *OOP LlitkOPP. P.101.1.P401 • MX, gAAMTW .:*44 AVM:F.4'4,0;AR 44T?.'W*4 A.41.414* LOU AR ._W49P:r41.?;': 4* ARE,TWVA AFT DRAWS ACCOUIVE- CORNERS IR MUMMA!-WEE CBANGO FUTURE TRIM MOUNTS T14,3 • • 0**04.0. 45Pgi 30.440 T04.-g gFcgmc Onm..0 !:0,9V444i-GqP M..::P:gWA:P, O 4:4,iX0,04#04.0 A APP*P i0t40,M$0: AVO'*PA .:2,q*MA.0* '0944;t OS: 44 PLIVAT:TIATA 4' ;4,44)7( • • #004.:• 0.0! .40:00**11P, AP04419.14,4 m, RATA,TikOM; 23 010 it$00#000t 001.:Z* 0400.$. tft #7.WX04 004* • Page ôfri Processitiatin 1.001,11.0 Policy Effective Date 4411904g. 04114 Ex010400 Dáta140.02,4 . • • TH01,0000.01.1...gkr. '4HANOM THE pouct, vLEAst ktAotttAttotkiv lacatIdaNt zNstatil vkizsoftklAGANIzAtita Kgoww, $ vm 04 N LORAIN 10.417.*tri-) itk ACTEWP.;* cl-FggpAw: pqx w)40, APP:0 TO)1 44,4 N PTVA AY4 cpTi!k111.4 cp:PA 01,0 c±r ir SANMai*: VraS#10 ORM '*(10izai as001441, 34$1,4mog :100.1%1410M0 • • CITY :0E,);A:6-4gyritz ,og..rt:cAp*4 Jkomf.g .4 igogionm ANDy vor.koNtzgaits IMPV1 040 140 4.01 0z1t OF tmE11001 0,1t AbiOtigak.t. :0140.00:004i 40)1 tiff fOti.iii(dXati,,It.$ 0.040051%. ,!:OttO•U%,0,M.0.00,„EtlaVEEL,4000:7$ 24Q Wai f$ T#.A4P*1001.-0,160 t):0; 0004,2 t.A., .'0.1:o7 r;t0gzoitg: 0I-ga • :FOWItti1ta91,1115.174:44Nblit itOi4tifiu-kb ':::00040 Oa* tOcK:0241 POLICY NUMBER: 46 SBA LX2968 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION 2000 MAIN ST HUNTINGTON BEACH, CA 92648 RE:RELATIONSHIP TO INSURED CONTRACTOR HIRING OUR INSURED LOC 001 BLDG 001 COUNTY OF EL DORADO 330 FAIR LANE PLACERVILLE, CA 95667 Form IH 12 0011 85 T SEQ.NO.001 Printed in U.S.A. Page 003 (CONTINUED ON NEXT PAGE) Process Date: 06/21/24 Expiration Date: 10/06/24 :. . . ,, .,.„., .E. , , , ., .„„, ,. ,„ , - . ,,,..., , - . - -, ,, •- , - .- - - '' :, , o a 1, xr 2;.;iii, . . 0:!6.42i,oevo,o-cisxg,t4t.vo*,,Q,ago: .. ' 'O'C'•*.'40',;P:4,.'0. "`i: R. H.'14.1P44'. 4', ..,4,XV-0 .FA,',64±:.,:=-,14,, ,O,40037,4.,.' • :43', ITC :",ti ,.. .:4P.4 4.`4,.!,71=•`'HI444';','4 04.W*,1.W.40,-',4A41.4:91A1..04)..,* "rli ,.!,,:,.4 4:: fal,'3:), IV, ,•,1, vv.-0. 01.4 r„4,t o oo.,.6,oeci,cil t4,00:45fottoo(4 ogota,44: ti.; 141 r&A;k".:C7 ...,Ircit79.?cfi:W:414,.c1.)-:.c.01:fi 0 0.',5,,f,k•c!“-ivcri- 'iez;4--- :0A.' E60, ;•.;= ' '''r•*aln,:gAtt:4,i1 :411"' ;.:0:)Q'OS.,..34:01.4 . , -,,,,, paj,,,_,...4. E KO -,14.ti'..i416,,.diF 445tititOli7..k A). !:'! •irifiriTI ;Hitil-t0:',W40,1pi GI 0(a.T,42,41.e,„t4 s. „ ,. 0?.•pa,,a0,#--,#---9tI,H,:osco,i6.14'3,...019,.,:m4st, . vi.,.. .- :• .40 . vy ' 1, z,..0,•, :61K tta:to pra;m1.4.-s:nwi ci1.1.471.4,coAn.la -,s ..,-,,: :?, '.:-,,;; ?As::144.,44:::i44;coti,ta::(:),:cotik.,,ci,c0:1,' •-..,, -,,,a, , .,*i.4-. : ;triv,(#.443,4,0v04;,iti,,,,-,a,*,,,, ,:tit' •-- zi,:!v. ',..q.ITI"H', 'Z'.6,),i4.;,c4„:6 i*:14:f,',60 444,•444.4.1p:Ote: i :, r . -01- :.•,,te,' !,gr•D' '1:',o*:-P,..i-k-,f..ttit,0,,i14 4,:...WZ;11...,0,f4 ,,,,,-•, Tri:!tl- P;b0A*'4„-X..:.PY:07,,0,0,Ortcx.porp:1;11:;( .., --.0 .a,„tit ;O:m44.3s4•?N43.0ifia4a 4.:AV.4U;k:T4S1 •.c:i -OVA *0- , - - 46- trk,c4 '5Z 1-e4:tt*`,..i4.44: ,:;07 ,01fctii4.767:di ,: #1..,-.• g.14,461i,k,'14 0140:0 co,,,,a,*th.45,Cri , . . Itt ,:i.F. ,. • • ,. .,..4 -a •- opsietttwrogil roolofic..rei*--", ..... 1 w•-:.oftrxEiliksiz cri1o3tofkil'fAv) tO:r:eid4:4-41p,;4=i i:i..ovitii.,'O-: (0.. (i)":4:0;:itins444.-.•4 4,,,iti.iti,i4.E4fa 1,44:h ki,,,A,?-viAp,c4,94) ,, .A1' t PP;11-'11":,92);?*cp -.....- ,s.,,,, . i.014414441E4X1 iqr4Z.: Hr„..Ci uti44.1.4,i41.14Wo ..,-),InAhltikwyl. „.,... ..c.;t• ::=,---, „.. PI .•,,,..1'; :14 • , „ . . . . . . • • . . ,,,,,,,,,..,,,,,,:,,,..,..,,-:!1:,.,:, . . . • • . , . • . . f . - , Ai .. .. . , . , ., . . BUSINESS LIABILITY COVERAGE!FORDA, , . i VatinutprollsiOnalnInitpoliny. resift coverage.ReadihttentlieHpillwcarettillyinAtiermine,iifitiisOitlitetantilstitC TO 0.:01.10 11.0K,00474 , . • ; . . ,_ , . ,,, ,,„.••• .. ,, IiirotOokliiii00114ii664,ilimt0.6':•Voti.*:Afiiti#4000:!ilkt6rfoli(60114ame&t.666F*1 shown usy*04:ltcItralinnt,'171w wort , .•*"..:'1.0e:6•60,660.16610*Ift64061060i6-.6,6646i660,iiiii6644.ttiefidittaiii666414160161&.16Wiatitii. • .,,, .. , ,. ,• , .•••*". Wit1001'te•jO4kt•4ihk0.00:k164f•dOJO.A.tOt)44011,111,0444A407,140*4,0410,4,2.-*.f.,t1. 1*A140-,04, „ „. .:. _ ..,,., , .,... ..„., :,. ....,,...., ... • . • ottiotwom-: :ti.40.hit.44ktitt.0,0100,4190.ilk*Ifitikniiiiiikt MO 0040.01111,4tiiii* RAfisflei000togo,.'1,10101An0 ...,, •4140101POP:4404 P.411,04.0* . •. , ik ttiiitOdet, tai., The ",!iii01.ii, 4A1A0, or ct1#.000rk . ..,., ___...,..._, . .,... ..,.„ ''.410.01#947 AO 16,4•444'?: bii''' ',44): ' 4,;. Iiii.SiWSS tlAiitLrrT ogyeRAGE (,1301:111.7t iiiIiiiii: iiteigkW•DAMAGE, PERSONAL :0504::004.4(.0.40.*04** . ' ANI1AoveitosiNGINauRY) ),Y, eviin-agellenitei7A .. • . - iki.)}111:0 'WO 16:Air: or V66eityi., . . ..,..,,,, •.•, .. . . . rOtiting•AtiNetti en • . . .. r** 'W**cjit 1-0,0V,those 4tii*that 11.1W WON* " ' 4.6.Gin490,3"'t.:60i4 4#1.00 111,10 09.110' . . ,06ribtlii-664 becomes:- 14•611i *iiii040 ,t0 !f049) '..4*. (t)'Ptitetettie iiii1161.0etiber linlninitiV cInratiet, because sit': ,lboilify- 1n.jury14„ '''''lotig 00,00.00,4*.h.v.:Art*0* ..#04.e0ii 00407 4if. '76,4040.0.0'tillt . .,. • ,,d. Who It An Insured and no 0410411,010.4e EV*1:0400 40#0:00*: .',,:o''10411:,:togo jvH016000,11:1:40:0*00.0,01000*Orotet01/26tookeci,, . .. „. '. 4004.4,liVit,:millIChavel thel#004titti.,01-tioti. . . . ,. Aifolfi , *A loovott; against any 1....Awi 4,?r,4toirgt.: 11eAilrfh#00110900.:Pikl!y7- t.eekitig?••••ttitoitdolita64 Itior,06,4**1-0,1t .,:ct Iiit),004i 0.000.0011.00:0060.t*, - . , haiWilcu,dubflo 46,1644,164.1.4403•040,11,10 1.41,*..6*.',611.6 part witiiih.,4:11ateti ' • • i • ;464.-5iiieriiiiikiiiii,--6rii6ii't'ai''lie* . , Insured or 40.1004 ''00/0.100.61' 1111•Wi,IP00,00:•00.00007.0.71**46.1:64 knew„prior to the patty*Ind:i•atia adverting,',..Iii1A:0,".to 0.01'•1010•11:4P,O.411cf the *diffi !Iliji461 or V106,00i i.• :• 66icficstaplik 41ita0 Ifja0..(i.64'...!, then '''..atikf•1.0YA!may.,,,at our itil*Hooto.AA-k-, • noe40447ArowAA and settle 06iiitetiiitocA4e*or resumption of such,..64c)..i.,:lioiiik.-..tiitil Of'illiolioiv 00*4-t'11*#14402,64: But • -00a40 4604 or after Attorts wool ', •,..,, , „., „,. . ,.., • . . ,. ,. , . fty tie amouritmcmiiii•poy4orAintaffes Is. • 001:160*kit be deemed have been _ .. . 110114,,,,40, 066i6t.1660.41 $66.1106:IX::,ff, kncrivapriarinihtpollbyfeffa, • l'..1411001.149 140 010414.i.OPfkrIPP...4'OW; '.:0t, 'To 'llersertel,get,1 04ye40100) 41141# •. . • 401Rotan,0:;•.4r4 taidietf iiii,Eiii•-itttiiii'soiviiiiiiiid,:ni*at*ie 0,1 Fotii.ottAtitt ..,.. ,. o.. tvt*Ore!* wai...:404ktjt 0.,, y,it It t offense_ *..A # veO '4$4140 theagropto ot,p( 0, 0PAIO4 11 it* 4*400* *00)." inturahti ltho pnrnof000iq Otiri4110 p0PPP04 ' ,..iiiti44**100iiiegWriOiieW4.4s7.0`,OVOit, t:0•, 1.34.011)14.4,:t It1:014104k0-,..0.1WW(1)140.).. •• ' • , .',1111*1',/i*fai00141?4001t' ' deemed to :16 have ta;'teen known rib. khave • ... .., ., N.O.OW 0,011140261.i4(:lobilityloi0i*too•0* occu . t the 3iilett time.,,. when an 4i* ,.. • 0010 acts or services Is.40-00:70:4-.0004. tn0,01•63-d IitlettlitideePaitgittihjArSeOtititt explicitly provided fti,r, •:under •••••e6iiteadik 0.. t,V.V..4 AO 41#4r0g1;.„;,.00•,.1*!!:0111LPIPOOP Sittensfol.,: ,.$60.06606166/,0400:*, authorized you p§6?,.•3 or receive•6600 . k aov..44)Itoltoif.okokoiit • b;•:, This In0041tik'.00.1111.0A.1,' . • • ...., : tii• 43•01)VrIt 04.0 Af•If il.0ii;•0011010:04,491, ' • :.,,.: ., .. , ., '-rii TO, 741.01.V #0.41" •4.114. 1#0,10,* ''Air • ••iii - ' Ai 0 id —oi‘ 11.1 , :or property. rilag •.-, ilv , ffiorn,t.ot7,:oftlrik .,';'!': • . • I, . . . • . . . . 1 .',ftititS.SICCOLV041.61,?,:i , 00d,i0.'Ft Of 24.; .._._ , . . ,. tdditito•Aertialti . , . •, . BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the"bodily fault. These payments will not exceed the injury"or"property damage";or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for. "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of"bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices;and death resulting at any time from the"bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) °Bodily injury" arising out of the 3. COVERAGE EXTENSION- rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit°we investigate or settle, or any"suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence",but only if: (1) All expenses we incur. (a).The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services;and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury"applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond limits of insurance for Incidental medical amounts within the applicable limit of malpractice, any act or omission in surance.. We do not have to furnish these bonds. rancn together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the. considered one"occurrence". Investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent;or applicable limit of insurance,we will not - (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place In the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay,or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident;and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS,LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the Insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suir against the indemnitee by the indemnitee at our request will be • seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an"Insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for 'bodily assumed by the insured; injury"and"property damage"and will (3) The obligation to defend,or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an Insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence"are such that no conflict of insurance in the payment of appears to exist between the Interests Judgments or settlements;or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the,insured This insurance does not apply to: and the indemnitee;and a. Expected Or Intended injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in wilting to: expected or intended from the (I) Cooperate with us in the standpoint of the insured. This Investigation, settlement or exclusion does not apply to "bodily defense of the"suit"; injury" or"property damage" resulting from the use of reasonable force to (iI) Immediately send us copies of protect persons or property;or any demands, notices, (2) "Personal and advertising injury'arising summonses or legal papers out of an offense committed by, at the received In connection with direction of or with the consent or the"suit"; acquiescence of the Insured with the (Ili)Notify any other insurer whose expectation of Inflicting "personal and coverage is available to the advertising injury". indemnitee;and b. Contractual Liability • (iv)Cooperate with us with "Bodily j �, "property ,� respect to coordinating other (1) Injury"or damage";or applicable insurance available (2) "Personal and advertising injury" to the indemnitee;and for which the insured is obligated to pay (b) Provides us with 'written damages by reason of the assumption of authorization to: ' ' liability in a contract or agreement. (i) Obtain records and other This exclusion does-not apply to liability Information related to the for damages because of: "suit";and (a) "Bodily Injury","property damage"or (ii) Conduct and control the "personal and advertising Injury"that defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement;or Fonn SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury"or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business,or that Is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or In any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury"or"property damage" This exclusion does not apply to liability provided: assumed by the insured under an"insured (i) Liability to such party for, or for contract". the cost of,that party's defense f. Pollution has also been assumed in the udamage" same insured contract",and ' (1) "Bodily Injury",ry"� property or ' fees and "personal and advertising injury" (ii) Such attorneys litigation are for arising out of the actual, alleged or expenses threatened discharge, dispersal, defense of that party against a seepage,migration,release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any c. Liquor Liability time owned or occupied by, or rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (I) "Bodily injury'if sustained within _ (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heal,under the influence of alcohol;or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to . heat water for personal use,by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exdusion applies only if you are in the "property business of manufacturing, distributing, (li) "Bodily ior which' or selling, serving or furnishing alcoholic damage"liable,for youumay be beverages. held If you are a d. Workers' Compensation And Similar contrctor ae ownert or lesseea of such d h premises,site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations perforated for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location (1) An "employee" of the Insured arising is not and never was owned or occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured;or than that additional insured;or Page 4 of 24 Form SS 00 08 04 05 • BUSINESS LIABILITY COVERAGE FORM (Ili)"Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such Insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which Is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that budding in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated,disposed of,or processed contractor or subcontractor,or as waste by or for: (III)"Bodily injury" or "property (I) Any Insured;or damage" arising out of heat, (II) Any person or organization for smoke ors fumes from a whom you may be legally "hostile fire ;or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any Insured or any contractors or subcontractors location on which any insured or any contractors or subcontractors working directly or indirectly on any • working directly or Indirectly on insureds behalf are performing any insured'sy behalfnde are operations if the operations are to y operations if the test for, monitor, clean up, remove, performing nt " are brought on or to contain,treat, detoxtty or neutralize, the premises, site or location in Inor any way respondpollutantss to,or assess " the . • connection with such operations effects of, by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request,demand,order or statutory (I) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize,or in any way needed to perform the normal respond to,or assess the effects of, electrical, hydraulic or "pollutants";or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels,lubricants or other monitoring,cleaning up,removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or In any way store or receive them. This responding to, or assessing the exception does not apply if the effects of,"pollutants". "bodily injury" or "property However, this paragraph does not - damage" arises out of the apply to liability for damages because intentional discharge,dispersal of"property damage"that the insured or release of the fuels, would have in the absence of such lubricants or other operating request,demand,order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of"mobile equipment" in, or "Bodily injury" or"property damage" arising while In practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes I. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War,including undeclared or civil war; employment,training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property Including action in hindering or damage" involved the ownership, defending against an actual or maintenance,use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents;or any insured. (3) insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or defending against any of these. you own or rent; j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long;and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the"auto"is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to - (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, Inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or - equipment";or instruction; (6) An aircraft that Is not owned by any (5) Any health or therapeutic service insured and is hired,chartered or loaned treatment,advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such"bodily appearance or skin enhancement,hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting,demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment' products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including,but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises,rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not Including ear Section D.-Limits Of insurance. piercing); (b) Tattooing,including but not limited Paragraph (2) of this exclusion does not to the insertion including of pigmentstnot into or apply if the premises are"your work" and under thes skin;and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs(3)and(4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11)Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs(3)and(4)of this exclusion do Paragraphs(4)and(5)of this exclusion do not apply to "property damage" to not apply to the incidental Medical borrowed equipment while not being used Malpractice . coverage afforded under to perform operations at a job site. Paragraph i.e.in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to"property damage"included in the "Property damage"to:. "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product' incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon,if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property In the care,custody Property Not Physically injured or control of the insured; "Property damage" to "impaired property° (5) That particular part of real property on or property that has not been physically which you or any contractors or injured,arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition In "your product" operations, if the "property damage" or"your work";or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to °your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business Is: expense Incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others;or (1) "Your product"; (c) An Internet search, access, (2) "Your work";or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral,written or electronic itself, is not considered the business of publication of material,if done by or at ngort advertising, broadcasting, the direction of the Insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room or bulletin board the insured hosts, (2) Arising out of oral,written or electronic owns, or over which the insured publication of material whose first publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed anther's name or product in your a-mail. by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, anther's potential customers; except an implied contract to use (11)Arising out of the violation of a anther's °advertising idea° in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have In the absence of performance " made in your such state or federal act; "advertisement"; (6) Arising out of the wrong description of (12)Arising out of: the price of goods,products or services; (a) An "advertisement" for others on - (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content indudes However, this exclusion does not Information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement",of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site;or a trademark, trade name, service (€I) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity;or content on your web site; Page 8 of 24 Fonn SS 00 08 04 05 BUSINESS LiABILIiTY COVERAGE FORM (13)Arising out of a violation of any anti- (a). May be awarded or incurred by trust law; reason of any claim or suit (14)Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities;or persons or property which would (15)Arising out of discrimination or not have occurred in whole or in part but for the"asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request,demand, , director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of,loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the - to access, or inability to manipulate effects of an"asbestos hazard";or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily Injury"or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- - employment;or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies,acts or omissions,such as Information coercion, demotion, evaluation, "Bodily Injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation,harassment,humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act(TCPA),including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003,including person at whom any of the any amendment of or addition to suchemployment-related practices law;or described in Paragraphs(a),(b),or(c) - above is directed. (3) Any statute, ordinance or regulation,. This exclusion applies: other than the TCPA or CAN-SPAM Act ' of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending,transmitting, communicating or an employer or in any other capacity; distribution of material or information. , and Damage To Premises Rented To You - (2) To any obligation to share damages Exception For Damage By Fire, Lightning • with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c.through h.and k.through o.do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied,by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of.Insurance. Form_SS-00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust,you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2. Each of the following Is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of your business,or your"employees",other c. Injury On Normally Occupied Premises than either your"executive officers"(if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies. company)or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating In any physical members(if you are a partnership exercises or games, sports or athletic or joint venture),to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while C. WHO IS AN INSURED performing conduct of yourduties business;related to the - 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph(1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members,your partners,and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b)above;or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds,but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company,you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned,occupied or used by, Page 10of24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", (2) "Personal and advertising injury" - any partner or member(if you are arising out of an offense committed a partnership or joint venture), or any member(if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person(other than your"employee"or With respect to"mobile equipment"registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law,any person Is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization. responsible for the conduct of such person is Any person or organization having proper also an insured,but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die,but only: only if no other insurance of any kind Is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative if You Die person driving the equipment;or Your legal representative If you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance, an insured under this provision. . a. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used. of which you own a financial interest of to carry persons for a charge,any person is an more than 50%of the voting stock on the insured while operating such watercraft with - _ effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of Theinote shown in the Declarations such person is also an insured, but only with subsidiary respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an - insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage"to property owned by, other than a partnership, joint venture or rented to, In the charge of or occupied by limited liability company, and over which you you or the employer of any person who Is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar Insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified In only until the 180th day after you acquire Paragraphs a. through'f below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier,and Form SS 00 06 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make In the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However,no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such person, or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you,have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container,part or Ingredient of any additional Insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor,or a. Vendors (h) "Bodily injury" or "property Any person(s)or organization(s)(referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or"property damage" arising _ out of"your products"which are distributed its employees or anyone else acting on its behalf. However,this or sold in the regular course of the vendor's business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury' or (I) The exceptions contained In "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (II) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is obligated to pay damages by (2) This insurance does not apply to any insured person or organization from reason of the assumption of whom you have acquired such products, liability Ina contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for"bodily in the product made intentionally injury , property damage or "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such Inspection, demonstration, testing, person or organization. or the substitution of parts under instnictions from the manufacturer, and then repackaged in the ' original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises,but (2) With respect to the Insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use Insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality;or (a) Any °occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or. be a tenant in that completed operations hazard". premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition Is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf. of such person or respect to liability for "bodily Injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising Injury"caused, in whole or (1) My architect, engineer,or surveyor,but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting. injury', "property damage" or "personal on your behalf: and advertising Injury"caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf owned by or rented to you;or - (a) In connection with your premises; (c) In connection with"your work°and or included within the "products- (b) In the performance of your completed operations hazard",but ongoing operations performed by only if you or on your behalf. (I) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional Insureds, the provide such coverage to following additional exclusion applies: such additional Insured;and This insurance does not apply to (II) This Coverage Part provides "bodily injury", "property damage" or coverage for"bodily injury" or "personal and advertising injury" "property damage" Included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you,including: (2) With respect to the insurance afforded (a) The preparing, . approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury°. "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out,of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services,including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies,the most we will pay for the sum of all The limits of Insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D.—Limits "property damage" and medical expenses Of Insurance, arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in Insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses In Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b.above,the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury"sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown In the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of: Liability Coverage for damages because of a. Insureds; "property damage"to any one premises,while b. Claims made or"suits"brought;or rented to you,or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for. In the case of damage by fire, lightning or a. Damages because of "bodilyexplosion,the Damage to Premises Rented To g injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such. "products-completed operations hazard"is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury",. including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown In street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit",the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or"suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit";and separately to each consecutive annual period and to (4) Assist us, upon our request, In the any remaining period of less than 12 months,.starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will,except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1.. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional insured's Other Insurance the insured's estate will not relieve us of our if we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and Indemnity. It that we are notified as soon as • However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible,notice should include: permit that this insurance is primary and non-contributory with the additional (1) How,when and where the"occurrence` insured's own Insurance. or offense took place; f. Knowledge Of An Occurrence,Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses;and Paragraphs a. and b. apply to you or to (3) The nature and location of any Injury any additional Insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured,you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date.received; Insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to Insured is a corporation; it that we receive a written notice of the (5) Any trustee,. if you or an additional claim or'suit"as soon as practicable. insured Is a trust;or c. Assistance And. Cooperation Of The (6) Any elected or appointed official,if you Insured or an additional Insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 1.5 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle ail hazards relating to the conduct of your financial responsibility law, the Insurance business at the inception date of this provided by the policy for "bodily Injury" Coverage Part, we shall not deny any liability and"property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other insurance Insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under Insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance Into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an Insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this Insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned Properly damage to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft,"autos"or watercraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g.of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: if the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k.of Section A.— representations you made to us;and Coverages. Page 16 of 24 Form SS 00 08 04 05 „... ...,. •. , . ,,,,.,.,,..,,•,.......,......,..._, ...„,...,, .,,,,,,,,...n . .,.... .., „,...... . ....., . . ..... ... . , . . . .. . . ., . .. , , . , .. .., . , . . . ..: . . ; . ;• IBUOIRESSLIABILITYCOVEM4EVORM , ..., #0 When *00 Are Added As i4 ., *140301ktfk0001k*****olto, ,A04100.0 .',01sto,4 t...* ::0filer ,1)104*44t,3710*It OW 0.0.:our 01,010,,',01 !':;* • *Ott*** , It*,Ualavatot the. 'foo*,; If any i that That*.:other insurance available,to itti,(01.eiielhetiSteiteit .• . , yot .04veth.§ liability for damage (1) 'IrgWtaliit!4aallat that at! '..$0;00.ig,k3lkOt '1 iii.siiig out'of 164-: prouii4o6:-..ot ' .0)",§4(0 ltlia4t41Piitalii6oltio40.?i'llit • ' ''I. g, ,.....„._. g.,...„, ....,, ...,,,, ....„........- .,,,, gOourUilons,,or products'and .ibsenisof*itih jieurinae;iiiii .11, '40ittetlha0;Itit01110 ka10.1)49*.be f23 'Tie tOlUtOlP4014040.AR&W Sett. .$41004.44140 40000§0.4*01What - 1,04004,,amounts under aft that 00* rookop.*:oo took* .. ••(1) When You Add others ::As An. I ' ,:. '14V,Sleiti ihareth- sremaherttess 4-arepvii . ...„! Mditlatial Insured To Thro !,1i.40,O160.•.•Itittai,lbUti*Oot.OUt410,401.6 (0000lte* is F40.0.t410440X00A401).008,90 hot 'P4 1,1 .01#5j7c.4.-0**10#40.0f4.001401**A1 10024.g0'10040.0'0',90400.6*.c41:0110a i additional insured. i'glluiti, '0 Insurance shown TO' 416 ,': • 0oviiivet1 the ,1".iilidiri),tei 0 of.'”4141.044- ,0040.010.4011*P0,040:.,:e0A g : 00Wfa-01KOr 1400l1.0 woJabia,to .4) •14100.0)04(tarlatt . an .110400,,IX OV00**01.0 Vert gg. " ... 1r, ell '.'* other Insurance permits addittimensuredjunderthisideverage •seetiihtitiolvht egert(Sherest-cweleUtteet Part .::', .... 'igi*to000;also. Vil40(00'0000041)i '44.'.P,t10.1i7:44M10004**.A:AVA0,1V each Insurer ioo.04104os r00611 amounts .. • Required 4icootrato ,,;i:o0.A has Pool f its applicable limit of This ketoses°'ils i.reintaty if%tu feautenoe,or none orlho toss! remains, ..have agreed 4,kii,:ritteh 001racti *11110.4014100.110.0*.:, .„ .i.tOttOtt-tAtii*M.:(44-,0 140.0-K10.1 ':;i6llt440:0.itlglasuqual!'004 otio4-o11,H* .., *riisoro641*Piri#00!•;•0610„ et-,. .:coritiibiAtton Olt equal 'dares, We Via • • 10iiiiii00*016*Ofiiiiikri4.41t: F--e.e.hethe*Wilieite. tilti-OeethKitiOth-ett-44411; iiii4.4 46 Wi1itioto**44641-0g), akiiiii share tec':ibated on.the tette:04e #Y•."the method 4,441.44 it-V 44.',:01datte limit j9(4%0110 to the'.0,0 , • .0010..4k• ,u;opifoa7.-:ge",',iiiiiii•Ofluii4n4o*1**,;' • • 4.•:Pil'i*.*.Aoct4orti400140:'(oot• '.,13'., Ti04010'Pt Rights ;''Of Ri.40*.tit9 Against • ,.. • To:. Other, **oho' Ul#400. Others 7t44:* • .• R0004%!-.0'9!#,00 !-a, Ii:ooitdrbttlibliiii,tit Recovery If Yait,have,'40114 to tr.Written .,. .,.., ..... , ... . tftheAtiteetect has to 040$0.41dr . .„... ... „....... . .9:. .. .. 6400601, ',WI:1460 ','601**0614', i:tztr, part .0. any payment, Including per that this iti:***514: 00:004000.0 ki.WitOti**1110#.1.010410 lic prevarr:Shrt:heko'r400.00(PAI.W., .under tWO);1109-q:P1,40,(,0*13:t 11000 PP!', the additional iasotoei i,o*.o. '4744roo-ogi Aci us The *WOO must do 1,1 .100.4010* this insurance 1Si 0040 After0 *10i0(1tWit,!...4.i.!;.0:4t whew and we lWill ho,,,eeek 540%,:**1$40::4.y0!:000 i '1-!,s017'or . •contribution from that . OW',,... . 40600 those ilit,:0*to and4i0O;( us' thOttteti* 060'46:41001, i'114.6i.:40060#406s not , . . . .:. Paragraphs(0)and#0,:4#0.00,1yfo., :00.0ii,t01010realr,f,$0000iite:00t0a0,, .i •.()16000.41ra0q(ww1.1.04400010).01, i:li, Viiihret bt Rights Of Recovery (Waiver. . insured l has been ,added as an Of stihe040ttoq: 40#10011000,00., ..... , ...,,,, *40 306.04 has waived any AO* of,*.1:00 this insurance 10*40**0, !!-', ik6o00;:,,040100t. any ...00io00 roe 406;,titittittipOitet 1*016116096 Pa** ottioo**104kotok4,0t0,0x0yovofi.i dailie,ihti0iiiid,aiiiiiieatii4diett:,iii* Includingi ".tOOtittittentatzi2 iPeyineuttsi: we 2. .• . 614.6f r06466t*IA a Aok10: defend' the', . • 11.0%7'604.00.40.„•Tr0 0.*t0ro041?"** • : 104400 400.7111s! that. ''''f4t4g*, If no 40* 3140m0iwthAtfig114 PEPA:404 ttte',110got00, „ . •• Insurer defends, we undertake-to do, waived their rights.. .. i. 0." .6 ::• of recovery against ilh. et A tii **0,6*entitled 01lie 166#00 )0600t . . :60601z046010-*0.00toot • ..• . . • i16.0.1k0,001:0401110.04*000,0r0k0,',,, 00000tOt At permit that V4:0 40:4110:0: . 1#1004.104,01.x;,ir:01 ..: . • ':.rorrn:SS-titillifta tit Itege,1101*. ' ., .. : . . : .. . . . . , • . : • ..........„.„..„.„.......„„.......„ . .................... . ............. ..... ,.„,,,,,,,,..„'..,.......,,...... ...... . „....„ -.....,_:..,...... ......................,......... ..„..,.,.......„.„....„..„..........,..,....„.:..„:„.....„.„:. ... . . . . i • ..... . .. . ,,..... „..... , . .. , ., .•.. . . . . ..,...„... ,:. . ,\ BUSINESS 000Ltottie:04Er FORM ....,....,:.:„ .... ,......... ..„,...,„ . 0 ,1 f f F, OPTiptitAL,.! FADorpON4L INSURED 1 ,,•44.40100106144.00-Grantor 0.*f#000jee ir COVERAGES • 'WOO IS AN,1000f..0•v:400r:•0000# O. .:1:4 •-. i, ERAGES.,.„. ..„.„,, ,..:„....„... !, ,,g06:444*;i0glirje •4 'art bit6 atklitgaelkki0.Or.5,0 ,', • tliated,setaildW,44,001(000.tetri0.0;401,00,1") 1, itie--,ioiraiia4a .argaiiiiaitasig.ihawo lailbe • ,;.! dii•!aid*0 100,16.10904 .00.0,001 M.010.014 leiiiiiiiteigeiTaiatiag*iiii.fieieMkiif these badaetitibrie as 40 NR11101;411 ;WOO biiii*iOlkog044,04t..00fseAroggot 14 PaStionat !ktditraifial Inaliiiii POvaTJ:000 Eappiy, i'fieiiioilit*:‘.9.-Tantorittfortutitaatoyou, i,2 Par..,,C*14):,00141001:!ogyt44 won:**000. . , ..,...,„,,. ., )15'.:•,,viii,latuqoPfra, 1)_Wtktti#:'AOOM*A or RqMilti A1,- *Afititi0a) Insured :..., Lessor Of .,.l-tA84.g of giggogii0;i.*004*A4 Insured,does not Equipment . •to the ''.04.igg5* :at t.giotitMll.go shown k1.0..itOe . • ,. ,, ,,,, . a, Mfi0.1kAO INSURED 0-40:0**#H040: • 00•0140407,4; •*,*10!Ofe.09,.0**.i.0 .subject <.0111.0 . amended to lndluda:',as''an additional: • terms .,and conditions appitaabki to Business iheitiad Abe 0640) or gbi,;:*1—. 1.44.040) . . r, ]Uibitthi Coverage In this 0.01.41: except :4*.,,, "4:00*.kittiR0 0,404qq#14410014! • - • ' .: ,-, ,•::.•..„..„,.. 09410tt 114104* 144, '4100:*ji'l..:',400.0 Of.;•4ii40'0:;„,.491010.,.:04 :- -• 4, Mjiitiooiliiiiiiiiik,beir404t4410.404 P0 IA but ettik,with respect tmliebitity for . •••!, '';''' Organization '::-,!. Injury', ,property damage- or, personal • Attititi IS AN INSURE under, 0a010e:c! 1,a ,,•t•,,, ' '-'.6itre044:00ii0104.*::4440Xtit*:#04*,#:t.„,,, „• 41.. amended•14.@fool as an AO!0,11.11.0at lnsuted 4!';'::. In PaM,Idyyoui.itialtiteria&4;dparatiortIr use1 0:00ittiffieti010,040 to 44;ikttIVOtli thaPAYS.000 Of PION*•,t10.00.t shown the ; , ., . _ . . _ : -N•••', idia4iiikiii•Iiiit bf4 with respectilobion* •i••,„ fiet400(410org.40#400(4: . .• . - :• • lbr .4'1,i400 1.:''ii00:111,1',.'!.!!'00041$( 000W OiS:' N' ii,., With-taigactiiaila'iaagfea.0e Wolof 0 1#04,1liet0..,J0004t60, tolge 0044* in !:•.• -'' these additional insurance i, 4 ,..0)**;*:44044 44.**04-..:*00041004gr. ..,•;if does '400***opaggoteovou*NO thaYantaAor'onitsaions Or those acting on your: d•,;:, 104:01444"*(Of voji'04444,14 1444410.4 • "-: • y: .1.4i, Itatielk r4:9,40114:0* . , #* '10): '1iO4,1 P400.(0440.4 -0 your 4004140 .5‘., Additional Insured :0 .Owners Or :. 0.r. . . .. i[ Operationqvi Interests 0t.ftii.„ 0000 Land Has Been - !... ••• •• • ii !.:*.so•O• 41..• .In connection with your'premises owned k . bvgitt,g0t44044*, * *.)...,0„.10,#(4*$00.,ig,00404t 04014„))‘c Is 2 .: . 1'1 ij [.1 . amended lo iindludef aa!,, am additional •• .: ( ;:. :iiiiiditiontMOAttit•-!'hit.0.4900s i0e::,4000404,.., ..,•••,,.„...„„„„.,.. ... e...... —.. ..,_, ...._,,..._ ... •• dt.Piethises. ?too* the AiiMfia(*)1 0:'4,4011#0t,:(4 shownfo t*petieitird)**--0-Agottaxo . . a RRO:IIS.!•011N00M.0 under Sediett 4i fey kiiie.i44tiifit•."iiii4tieg,6W'fii***fratiu . . . 4010.0.404 ritt,jittOttei41•01'044111001110010) 'Whit* .,,Lejitutt4W-0:44k10:0W,Otkow! • _ . . •• iiis.egetitsloto*00104000*** viii) (100140,310:400.ilifV,At:1014 0.4 of MO,. • -. ,. 0604ittiPi* as an ,A01§00i #10640. evaletitiOin#400,000Wprit*0#1-4fp4 • . beildhetid,Pkitga.t•DiOhjettttattokbO tj on of the you and shown in the *itti"0:0000 114. liability!4i1:4140 44.,:gt ti.4 p:440*.#4,04, , . • . owootoNoim41*4o4,4g0t44#40)**040 • , . •:theofeiiirs,itiketodioi indiihoiliottNp iil With l'4,t044::';.0.00,J1040r444.4 afforded to • . iiiiiiii'iiiii4likipal Igiii4g4,,, the •failotoillo .• .• additional exclusions apply b With respect to the Insurance afforded to , — these additional Insureds,i the :00#0 Thri'.:11100.11:04,0000).01;#0004 additional exclusions apply' (l) Any ''.'vioicootoi,•09..,*i.k.,x00 04w. j . i Tblefeatitatte,ddeelabtap.OVItet 040119VMAWO'!04#0:4444010-;or . .: (4 A..._.gy'-1.:0c0g:;#44447'*:11.'it,00 40.104,,.0.44.4i .(2). i$.046toi:01 :;,01t.0440*4, oil* , 6:040.00,,:or r:440040.4.0 000.010* • '• 4:!for.Y4A cease to 0.010.010 1.40 48 . .• prehttOeevoi, ;0.00ittOti:;:!0•Y 00 Oh •.0.0001('4'440.!ii • . . #0.000,.00i0oi40#4* (2) Structural alterations,, '..,,`0s* to, Addittomit. Thaureif •*: State OrOtilitloat . . • - - 66iidtitidtciti-at dertieutt*nOilitatiblitt: ll4Irrantia4. by or. Yon behalf hfsuctii !StiltdI91.010M-Patia0 . . ......... „ .. .,. .. ., ..performed... ttatioMie,ertia.01*10*. a ,iiiiNtiidViikir4-$00E.Dc'0.0trer$0"0040',;ko'• . ' .amended to iiinclude; as .atil:additiOft4i Insured the.,state or political e000istOhi it 40*.o (.01.ikI).0'4:)*It'tih0*4St;.'gdttktfet • . . . . • #,agelli.of24. :Ponnittfitiltil tt.445 • ,; . . , BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your • servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, In connection with the • these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily Injury", "property damage" or except such operations performed "personal and advertising injury" at the vendor's premises in. connection with the sale of the arising out of operations performed for the state or municipality;or product; (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product-completed or sale you,have been operations"hazard. or relabeled or used assa labeled container,part or ingredient of any 7.' Additional Insured—Vendors other thing or substance by or for • a. WHO IS AN INSURED under Section C.Is the vendor;or amended to include as an additional (h) "Bodily injury" or . "property insured the person(s) or organizations) damage" arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury"or"property damage"arising out of acting on its behalf. However,this - "your products" which are distributed or exclusion does not apply to:. sold in the regular course of the vendor's ()i Theexceptions business and only if this Coverage Partcontainedin provides coverage for "bodily injury" or Subparagraphs(d)ort(f);or "property damage" included within the (II) Such inspections, "products-completed operations hazard". adjustments,tests or servicing asb. The insurance afforded to the vendor Is make the vendor has agreed is or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, In connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. Is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s)shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged In.the original container; Form SS:00 08 04 05 Page.19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of Insurance that apply to additional alterations, new construction and demolition Insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this Insurance applies when other Insurance 9. Additional Insured — Owners, Lessees Or Is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C.is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured—Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for"bodily dissemination of information or images that Injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury"caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts'or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s);or (5) Newspaper, (2) In connection with 'your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods,products or services;or only if this Coverage Part provides c. Any other publication that Is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However,"advertisement"does not Include: "products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products;or does not apply to"bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury arising out of the rendering of, or the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services,including: 3. "Asbestos hazard" means an exposure or (1) The preparing,approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders,change orders,designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications;or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured— Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury"means physical: WHO IS AN INSURED under Section C. Is a. Injury; amended to Include as an additional insured b. Sickness;or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above,mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America(including its b. You_ have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace,but only if a. The repair, replacement, adjustment or ' the injury or damage occurs in the course removal of"your product" or"your work"; of travel or transportation between any or places included in a.above; b. Your fulfilling the terms of the contract or c. AiI other parts of the world if the Injury or agreement. damage arises out of: 12. "Insured contract"means: (1) Goods or products made or sold by you a. A contract for a lease of premises. in the territory described in a.above; However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business;or rented to you or temporarily occupied by (3) "Personal and advertising injury" you .with permission of the owner Is offenses that take place through the subject to the Damage To Premises _ Internet or similar electronic means of Rented To You limit described in Section communication D.—Liability and Medical Expenses Limits provided the Insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. 'Electronic data' means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement;or c. Transmitted to or from f. That part of. any other contract or 1 computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for"bodily injury"or"property damage"to a third person or organization, 8. "Employee" includes a "teased worker". "Employee" does not include a "temporary provided the "bodily injury" or "property damage"is caused, in whole or in part,by worker". means a 9. "Executive officerperson holdingyou or by those acting on your behalf. Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. Includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any. other than "your product" or"your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle,tracks,road-beds,tunnel, a. It incorporates"your product"or"your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient,inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS UABILiTY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or damage arising out of: (2) Road construction or resurfacing • (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications;or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them,if that is the (1) Air compressors, pumps and primary cause of the Injury or generators, including spraying, damage;or welding, building cleaning, (2) Under which the Insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment;or assumes liability for an Injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes Inspection. architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not"mobile equipment" but firm,to perform duties related to the conduct of will be considered"autos": your business. "Leased worker° does not (1) Equipment, of at least 1,000 pounds include a°temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfadng;or aircraft,watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft,watercraft or (2) Cherry pickers and similar devices "auto";or mounted on automobile or truck _ c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto°to the place where it is workers;and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment"means any of the following 16. "Occurrence" means an accident, Including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury"means Injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest,detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles,whether self-propelled or not,on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 • BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from,wrongful entry Work that may need service,maintenance, into, or invasion of the right of private correction, repair or replacement, but • occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily Injury" or "property damage" landlord or lessor, must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product"for consumption on premises you organization's goods,products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or_ material that violates a person's right of "property damage"arising out of: privacy; (1) The transportation of property, unless f. Copying,. in your "advertisement", a the Injury or damage arises out of a • person's or organization's "advertising condition in or on a vehicle not owned idea"or style of"advertisement'"; or operated by you,and that condition g. Infringement of copyright,slogan,or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement";or insured;or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled Injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage"means: thermal initant or contaminant Including smoke, a. Physical injury to tangible. property, vapor,soot,fumes,acids,alkalis,chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. °Products-completed operations hazard"; physical injury that caused it;or a. Includes all "bodily Injury' and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of"your shall be deemed to occur at the time of product"or"your work"except "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is - possession;or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of"bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. - (a) When all of the work called for in "Suit"includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent;or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is. contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker"means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you;and c. Does not Include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. • their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products,other than real or on your behalf;and property, manufactured,sold,handled, (2) Materials, parts or equipment distributed or disposed of by: furnished In connection with such work. (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired;and of"your work";and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or Instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product";and Page 24 of 24 Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other certificate holder(s) with mailing addresses on file than for non-payment of premium, notice of such with the agent of record or the Company. cancellation will be provided at least thirty(30)days Any notification rights provided by this endorsement in advance of the cancellation effective date to the apply only to active certificate holder(s)who were issued certificate holder(s) with mailing addresses on file a certificate of insurance applicable to this policy's term. with the agent of record or the Company. If notice is mailed, proof of mailing to the last known B. If this policy is cancelled by the company for non- mailing address of the certificate holder(s) on file with payment of premium, or by the insured, notice of the agent of record or the Company will be sufficient - - such cancellation will be provided within ten (10) proof of notice. days off the cancellation effective date to the Form SS 12 24 0811 Page 1 of 1 © 2011,The Hartford tra.t4.TsAa FOR FALSE,AARIVI BILLING ANlitkAtkitia.,tEtOitt TOO d:0-ktitAtt :',F,-0,-.Pi FALSI. At---740.,.:.:.',Oni. III:A.:.7C-'.1:KIJAG,,, ,. Alet....„. 01..W:,..:410,•• (1,•0.0ihie&I*.do:40d entered into !aft day of Match . :i2.0,1,4 itily-ai.ifibiatgeortifio-City • . of •Huntington ft.esk p..00004 corporation of thili,$0*of Otilifb4010;„200q filtgkei Street, 010.141400-•,..:$400fii'-OA. '.:(4fjorilltrialot4 •'-Beach" 9t -"tcji,;--1,•, and 15'1'00':-!::',11)01:'!:::':::7,q10,,O•:0*-:4:• ti' . • . (1,0:POTE009tt a corporation of tot. 0.. . . tt*::t0.*, ot10.* *. 11i1 1c 010.010t400.00 -010d 0d*WWikktAlte0M ,0*00W7024p • . .. WI fcE VO EiT pri Whoteat, The koottitgloo Boot fOity •poubbit Ambted.i0:011#06000 rplatO systems and IS*alarms titled ott•Aptemte,ratojar•Alat#3*(rAloto-Orclinao.F4$ asmei4ed,. . . . • • an • .,, • . Wheal:at'the goal:.of HW!.iffeidit0 0446tc*to,,000pyr-awnrm ro..4.ponoioto ti;d0filatiti -:- - 4;10§.0.0,and t4'.:T0000 the'0900 of false alarms whiW-11401k:;,,Sf10Y.4 ffige:MIT1401479pp.994 by4c. outaiteht frodtkn ig?f,00 alarm instances giazawoskg It(4iterttootigitt.104*.sfrootoll by the _.. --- -----,-- ., -- --- ---,- --,,,,---- - - .,.,_ - - ---.. _ - Aidt.0 PrOlooioe,,!and ' ... .. , Wheifeee-:ft its inipteitetitattOti:eihoWerth,,,tititthett04 •florIttrigton Oeati4)4 Akithoetiett . to engage a, third-party i017.):KIMA.TOTOR to assist 11143017ry in the:',00000,100t.: of the Atom 01.0.16:311q*°40thot persons and organizations thOt•fttee alarm tyaotokoatito held accountable for .• false ototfalo„togdffoi,02400.fit*Ohd 00:00.01001444 • • - - , • .. • *NOV*IN 00:10.t0-4VIR: created arid markets the 10011:041.,:001W0(q:fsysterit (f_00.6faffit an kisItt.:044q4404:10*:aliptketj00.4eitetihort A',00440400.Ort9iipht)70,04. ,•,. kidiohtialh volot 1:414qperth mc4094 rhohege4400 planners in tib.Viitiiibliit.. 00b2000 wit Toduoy In A-00iiotiog'147.ittottot X010.9140.tglqi*q 040yok.,:r0 mulch has been developed:* • 00,:.6..,...„R,.,ACtot464i400.44.. 400Totte/000**Wittd*Of100.046.41014. 1.0 the ...„..hi_o. iahe.. ih ON t . *0 Whereas), a6„-e ‘einat7 Beach10 r1. t.'...°r!gt1.0!,.„!-,.._1.,7„-„1::,7._1't6 provide l*. full 014 .4 . eudtti0a04„i . 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',11tilhetes,the:400)TRX0Toftdeiriee*Addotetith thdattemOtit.• ..., .. ptowthetoom!lhe petttieg#00010..0.0.110.:W.0 . . • . ,-.... . . . : . .. 0000 Ptibik' TC-Oht0• 101.'Et•o•,..-Mh H„rt.,c,:g..P..'PO,h, e..,,it Is:Pign70d,.. ,htbdt10,data - • ' tth*tttfeOive;:i:lp,eteq 04 oop000lti:of,0#'00104,010414Y00.#1thiOW00000,,I4000 .. to;064.0.0400f terms following tty*:,:0000,0001. ro.R.tootoct,14441000-0110010,t- tositor.nt teott43.:I:100.0(*40,49A;004 This Contract t'.-600 000.',0100:11Y fo-Nor kr additional one-War 100-04:90;:e:A'gator*ONO* 0.4ori:11001to thecoNTRAOTOR or . 01€14••coNTRAoltatioiifis:Rooth160*#000 kti;*kilinae-,riplifigtr,01it 0,14t•iitOR•4**040 10 te.,oxiolottol of#10ioitial.6row:ohtei•tehewatephltetthq:0V4*000o.vR.:8oeto toioniii.otowm:tio*040.*:oit144yoloot000liihAtiktai ofortokaitototi, .. , loto•Ao.-4-i.to ..-:..4; ° pv 7-v City of Huntington Beach 4 , j7 File #: 19-076 MEETING DATE: 2/4/2019 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Robert Handy, Chief of Police Subject: Approve and authorize execution of a five-year contract for approximately $120,000 annually to administer the False Alarm Reduction Program with PM AM Corporation Statement of Issue: False alarms in the City cause undue stress on Police Department resources making a robust False Alarm Reduction Program necessary to improve staff deployment and cost recovery. Staff recommends this contract based on research demonstrating improved efficiency, operational effectiveness and cost recovery in many other cities utilizing an automated system to manage false alarms. The Finance Commission voted to recommend the contract and the False Alarm Reduction program on January 23, 2019. Financial Impact: The City will pay PM AM Corporation twenty percent (20%) of all revenues that PM AM collects in the course of administering the false alarm reduction program. Staff conservatively estimates that revenues for alarm permits and false alarm fines will increase by approximately $200,000 annually, from $400,000 per year to $600,000 per year, based on improved enforcement of HBMC Chapter 5.56. The increase in revenues will offset the additional costs associated with this contract, and should result in a net increase in revenues to the City. These revenues help offset the cost of responding to false alarms. In order to ensure that there is adequate time provided for technical implementation and for public outreach, the contract will be effective July 1, 2019. Staff estimates that payments to PM AM Corporation will be $120,000 in Fiscal Year 2019/20. Based on a revenue estimate of$600,000 per year, the total estimated amount that will be paid to PM AM each year is $120,000 based on a 20% revenue share. The amount paid to PM AM Corporation over a five-year contract period is $600,000. Recommended Action: Approve and authorize the Mayor and City Clerk to execute after Ordinance No. 4163 is effective the "Contract For False Alarm Billing and Tracking Services" between the City of Huntington Beach and PM AM Corporation for the administration of the False Alarm Reduction Program. City of Huntington Beach Page 1 of 3 Printed on 1/30/2019 pcwere2+6.2y Legistar '1 File #: 19-076 MEETING DATE: 2/4/2019 Alternative Action(s): Do not approve the contract and direct staff accordingly. Analysis: The Police Department intends to expand the current False Alarm Reduction Program. Currently, there is an alarm permit system and false alarm billing program. The current ordinance and methodology is antiquated and conducted in-house by City staff. Currently, a high percentage of residents and businesses are out of compliance with permit requirements and many alarms have repeat malfunctions causing false alarm responses by police personnel. A robust False Alarm Program encourages compliance in obtaining alarm permits, reduces false alarms, and helps educate alarm subscribers on how to minimize false alarms involving police responses. A more automated and efficient system will allow Police Department resources to be redirected to other essential duties and enhance cost recovery. PM AM will provide comprehensive alarm administration and fee collection services through an automated system. These services include web-based applications for consumers, educational components for proper alarm use, and partnerships with alarm companies to ensure customers are obtaining alarm permits. Currently, we utilize a more manual system that is labor intensive and does not capture permit data from alarm providers, leaving many residents and business out of compliance with our Municipal Code. The new system provided by PM AM will increase permit compliance and help us decrease false alarms. PM AM Corporation is an industry leader used by municipal police departments across the Country. Staff located only two vendors capable of administering a program for the size of the City of Huntington Beach. Staff spoke to personnel in other agencies who have experience with each vendor and realized PM AM has the most viable product solution for the City based on our technology infrastructure, and needs of the program. Therefore, staff is recommending the contract with PM AM. PM AM Corporation is being recommended through a 2017 interagency agreement with the City of Merced to provide false alarm tracking and billing in Huntington Beach for a period of five years. As provided in Huntington Beach Municipal Code 3.02.190, an interagency agreement is an agreement for the procurement of goods and/or services through the use of a contract initiated by another agency, which is for identical or nearly identical goods and/or services and resulted from a competitive bid using methods similar to the methods provided in our Purchasing Code. PM AM received the highest qualifications-based score and submitted the most competitive cost proposal in the competitive bidding process. The proposed pricing is consistent with the interagency pricing. Based on a revenue estimate of$120,000 per year, the total amount that will be paid to PM AM over a five-year contract period is $600,000. Based on an analysis of the implementation of comprehensive false alarm reduction programs in other cities, staff believes that the increase in permit compliance will generate sufficient cost recovery revenue to offset the expenses paid to PM AM to administer the program. City of Huntington Beach Page 2 of 3 Printed on 1/30/2019 powere96q LegistarT1 File #: 19-076 MEETING DATE: 2/4/2019 Environmental Status: Not applicable Strategic Plan Goal: Enhance and maintain public safety Attachment(s): 1. Contract with PM AM. 2. City of Merced contract with PM AM. City of Huntington Beach Page 3 of 3 Printed on 1/30/2019 powered LegistarTM, CONTRACT FOR FALSE ALARM BILLING AND TRACKING SERVICES THIS CONTRACT FOR FALSE ALARM TRACKING AND BILLING SERVICES ("Contract") made and entered into this 21st day of March , 2019 , by and between the City of Huntington Beach, a municipal corporation of the State of California, 2000 Main Street, Huntington Beach, CA, ("Huntington Beach" or "CITY") and PM AM Corporation, ("CONTRACTOR"), a corporation of the State of Texas with its principal administrative offices located at 5430 LBJ Freeway, Suite 370, Dallas, Texas 75240. WITNESSETH: Whereas, the Huntington Beach City Council enacted ordinances related to alarm systems and false alarms titled Chapter 5.56 Burglar Alarms ("Alarm Ordinance"), as amended; and Whereas, the goal of Huntington Beach is to encourage more responsible use of alarm systems and to reduce the number of false alarms to which public safety officers must respond by accurately tracking false alarm instances and assessing fees and penalties as required by the Alarm Ordinance; and Whereas, in its implementation of the Alarm Ordinance, Huntington Beach is authorized to engage a third-party CONTRACTOR to assist the CITY in the enforcement of the Alarm Ordinance so that persons and organizations that use alarm systems can be held accountable for false alarms through a system of fees and penalties; and Whereas, the CONTRACTOR created and markets the proprietary software system ("Software"), an integrated suite of software applications operating in a web-based environment, designed to assist false alarm reduction managers and planners in government agencies and industry in accessing information relevant to false alarms, and which has been developed at CONTRACTOR's private expense for the commercial marketplace and is not in the public domain; and Whereas, Huntington Beach desires to engage the CONTRACTOR to provide the full service false alarm solution ("Services") described in Attachment A; and Whereas, the CONTRACTOR desires to accept such engagement. Now, Therefore, the parties agree as follows: 1. Term. The term of this Contract shall commence upon the date it is signed by both parties (the "Effective Date") and shall continue for a period of five (5) years with the option to extend for two (2) 1-year terms following the date the CONTRACTOR begins tracking and billing for false alarms ("Contract Implementation Date"). This Contract shall automatically renew for additional one-year periods unless either Huntington Beach notifies the CONTRACTOR or the CONTRACTOR notifies Huntington Beach in writing no later than ninety (90) days prior to the expiration of the initial or any annual renewal term that the CITY or CONTRACTOR wishes to terminate this Agreement as of the expiration of such initial or renewal term. 18-7132/193510 1 2. Contract Documents and Order of Precedence. The contract documents consist of the following Attachments which are incorporated into the Contract by this reference: A. Attachment A, describes the Scope of Services to be provided by the CONTRACTOR and the CITY's operational responsibilities, and Attachment B, Payment Terms. B. The Order of Precedence shall be as follows: (1)this Contract; (2)Attachment A; and (3) Attachment B. C. At any time during the term of this Contract the CITY may request that CONTRACTOR perform Special Services for additional compensation to be agreed upon by the CITY and CONTRACTOR prior to the performance of any Special Services by CONTRACTOR. As used herein, Special Services means any work which is determined by the CITY to be necessary for this Contract, but which the parties did not reasonably anticipate would be necessary at the execution of this Contract and which CONTRACTOR agrees to perform. If the CITY and CONTRACTOR reach an agreement on the performance of Special Services, CONTRACTOR shall undertake such Special Services after receiving the authorization from the CITY. 3. Alarm Management Scope of Services. A. The CONTRACTOR shall provide the Alarm Management Services described in Attachment A - Alarm Management Services. B. The Alarm Management Services shall assist Huntington Beach in enforcing its Alarm Ordinance to include tracking of responsible persons (including individuals, businesses who use alarm systems, registering of alarm systems, billing and notification of permit and false alarm fees in accordance with the Alarm Ordinance and at the direction and under the supervision of Huntington Beach's Alarm Administrator, maintenance of a database of persons who use alarm systems, tracking of false alarm occurrences, collection of fees, the collection and enforcement of penalties for violations, generating performance and outcome reports and assuring the availability to Huntington Beach of timely false alarm information, all as more specifically described in Attachment A -Alarm Management Services. 4. Software license. Huntington Beach shall be licensed and authorized to use the Software and any additional specific customization and development provided as part of the Alarm Management Services described in Attachment A. The license shall cover all Software, including, without limitation, software interfaces and software modifications. The scope of the license is revocable, non- transferable and non-exclusive and is authorized by CONTRACTOR for use by Huntington Beach to access its false alarm information. Notwithstanding the preceding, CONTRACTOR retains all right and title to the Application software, including but not limited to, all publication rights, all development rights, all reproductions rights, and all rights that may follow from the commercial development of the software. Huntington Beach does not acquire any ownership rights to the Application software. The Software is protected in favor of PMAM, as well as any future registered trademarks, are trademarks of PMAM. 18-7132/193510 2 466 5. Duration of the Software License. Huntington Beach shall have the right to use the Software in accordance with Attachment A for so long as the CONTRACTOR provides Alarm Management Services to Huntington Beach and/or licenses the Software in accordance with the Termination provisions in this Contract. This license shall apply for the duration of the Contract and any extensions provided for herein or agreed to in writing by the parties. In the event the business relationship with CONTRACTOR is terminated or ended for any reason, Huntington Beach's license rights to use the Software shall likewise terminate except as provided for in this Contract, including Attachment B. 6. Modification of the Software. A. Modifications or adaptations of the Software shall be limited to creating or providing interfaces between the Software and Huntington Beach 's computer systems required to import or export data in order to implement the Software or for such other purposes that CONTRACTOR deems appropriate. B. Huntington Beach shall retain a nonexclusive License to use the modified and/or "customized" interfaces with the Software during the term of this Contract, provided, however, the use of the original Software with such adaptations in any projects other than the management of the Alarm Ordinance shall be subject to additional compensation to CONTRACTOR in an amount and subject to terms to be determined by the parties in writing prior to any such additional use. 7. Protecting Confidential and Proprietary Information. The proprietary information of both parties, CONTRACTOR and Huntington Beach is and shall remain the valuable intellectual property of each respective party. Except as required by law, neither party shall disclose any such information to any third party for any reason without the express written consent of the other party and shall only use proprietary information for internal purposes to facilitate and assist CONTRACTOR and CITY staff in the administration of the Alarm Ordinance. In addition, the parties shall provide reasonable safeguards to protect their respective software, hardware systems and data from unauthorized intrusion by third parties. Notwithstanding, the parties recognize that the CITY is a government body subject to compliance with California Public Records laws. Names, addresses, type of alarm, identification information of any alarm monitoring company, or identification information of any person cited under the Alarm Ordinance shall not be released, exhibited or sold to any third party by CONTRACTOR, except as required by law. All data received hereunder shall be made a part of Huntington Beach's permanent records and files and preserved therein for a period in accordance with the requirements of California law. Huntington Beach will inform CONTRACTOR of the required retention time in writing at the beginning of the Contract term and, in the event these requirements change, as soon as those changes are approved by the appropriate California State or CITY agency. Each party further agrees that in the event that any documents containing confidential information of the other party should be improperly used or removed in any way from the possession or control of the other party by a party, the breaching party shall immediately notify the other party orally and in writing, and shall join with the other party at their request in taking such reasonable steps as the owner of the confidential information may deem advisable to enjoin 18-7132/193510 3 467 the misuse and regain possession of such confidential information, or steps otherwise necessary for the protection of the owner's rights and the confidentiality of the information. All alarm related data maintained by the CONTRACTOR shall remain the property of the CITY. if the Contract is terminated for any reason, the CONTRACTOR shall provide such data to Huntington Beach on a timely basis in a mutually acceptable, electronic file format. Notwithstanding any other provision in this Contract, all obligations relating to disclosure of Proprietary Information remain subject to the Freedom of Information Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the "PRX). The Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar statute, the CITY in good faith will make the determination as to whether the material is discloseable or exempt under the statute, and shall resist the disclosure of Proprietary Information which is exempt from disclosure to the extent allowable under the law, CITY shall advise CONTRACTOR in writing at least ten (10) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore, and if CONTRACTOR then timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the information. In such case, CONTRACTOR shall then be solely liable for defending the non-disclosure and shall indemnify and hold CITY harmless for such nondisclosure. 8. Reproduction and Copyright. A. The Software is protected under the Copyright and Patent laws of the United States, and as extended by treaty, with Canada. Huntington Beach may not copy, or allow anyone else to copy or otherwise reproduce, any part of the Software without the prior written consent of CONTRACTOR, except to store and/or install a copy of the Software on a storage device, such as a network server, used only to run the Software on other computers over an internal network and for back-up or archive purposes. B. During the term of this Contract, Huntington Beach may copy any CONTRACTOR provided Software as necessary to its hard disks or other such storage medium to efficiently operate the Software on Huntington Beach single-user system, multiple-user system, or network. The Software shall be copied as a whole, and the use of the copies shall be governed by this Contract. All other copying is prohibited. C. Upon termination of this Contract, Huntington Beach shall immediately deinstall or otherwise permanently remove CONTRACTOR'S proprietary Software from Huntington Beach's system or network and provide a written affidavit to CONTRACTOR signed by an authorized official of CITY that it has done so. 9. Limitations on the Use of the Software, Huntington Beach may not reverse engineer, decompile, or disassemble the Software. The Software is licensed as a single product. Its component parts may not be separated. 10.Notices of Intellectual Property Rights. Huntington Beach shall assure that CONTRACTOR's notices of intellectual property (e.g,, patent, trademark, and copyright notices) provided by CONTRACTOR, if any, shall remain visible on the Software when displayed electronically, or when output created by it is printed for distribution to persons or organizations outside the normal scope of the Alarm Ordinance. 18-7132/193510 4 468 11.Payment. Huntington Beach shall pay the CONTRACTOR for the Services described, in accordance with Attachment B ("Payment Terms"). 12.Collection of Fines. The CITY shall support the collection of false alarm fees,fines and penalties in accordance with the Alarm Ordinances and at the direction of the Alarm Administrator, If the CITY directs CONTRACTOR to engage a third-party collection organization for delinquent amounts, the CITY shall cause the necessary legislative and administrative procedures to be enacted and/or adopted in order to delegate to the CONTRACTOR the authority to collect the delinquent fees on behalf of the CITY. 13.Confidentiality of Huntington Beach False Alarm Data. Any false alarm collection data provided to the CONTRACTOR during the performance of the Alarm Management Services shall be used only in a manner consistent with this Contract, and no false alarm collection data shall be disclosed without the prior written consent of Huntington Beach, If such disclosure is compelled or required in any judicial or administrative proceeding, the CONTRACTOR shall, before disclosing such information, first notify Huntington Beach and give Huntington Beach an opportunity to object to the disclosure. In the event Huntington Beach objects to such disclosure, it shall notify the CONTRACTOR that it will indemnify it, to the extent provided by law, for any costs and expense incurred, including, without limitation, the cost of attorney fees expended in the defense of any action or proceeding, or relating to the refusal to disclose such information. 14.Huntington Beach Responsibilities. A, Huntington Beach shall cooperate with and assist the CONTRACTOR by providing management decisions affecting startup or provision of the Alarm Management Services within ten business days of receipt of CONTRACTOR's request for a decision, as well as providing personnel, information, approvals, and acceptances in accordance with a mutually- agreed Implementation Plan to be developed by CONTRACTOR and Huntington Beach at the start of the Services. This Implementation Plan will define the detailed tasks and schedule necessary to achieve the following program target milestones: 1) Commence Services implementation activities on the Effective Date; 2) Begin collecting and processing alarm location information within sixty (60) days of the Effective Date; and 3) Begin processing false alarm activations within ninety (90) days of the Effective Date. B. Huntington Beach shall provide the CONTRACTOR with CAD alarm incident Records, appeal records, and necessary historical, non-financial alarm registration and alarm incident information in accordance with the terms of a mutually-agreed implementation plan and in a mutually-agreed electronic format, as necessary and proper, to allow the CONTRACTOR to 18-7132/193510 5 469 effectively provide the Services and enforce the Alarm Ordinance. 15.Huntington Beach Alarm Administrator. To facilitate effective communication between Huntington Beach and the CONTRACTOR, and in accordance with the Alarm Ordinance, Huntington Beach shall designate an Alarm Administrator for the false alarm program and a Financial Adminstrator for fudicary responsilbities. The Alarm Administrators shall have the power and authority to make decisions relating to the Services. A secondary Alarm Administrator will also be designated to act on behalf of the Alarm Administrators when the primary Alarm Administrators are unavailable. The primary and secondary Alarm Administrators shall be designated by Huntington Beach. The Alarm Administrator has the authority to waive, void, or modify violation notices and the resulting fine amounts. Any such waiver, modification, or voiding will be communicated to the CONTRACTOR in a written format The Financial Administator shall have the power and authority to make decisions relating to financial transactions for the administion of the program. The Financial Adminstrator will be designated by the CITY. 16.Resolution of Disputes. A. Mediation. In the event of a dispute between the parties concerning any matter arising under this Contract, the parties shall proceed to good-faith mediation of the dispute. The mediation venue shall be Huntington Beach, California. The cost of mediation shall be shared equally. 17.Termination, A. For Convenience. Either party may terminate this Contract for any reason and at any time by giving at least ninety (90) days written notice to the other party of such termination and specifying the effective date thereof. If the Contract is terminated by the CITY, the CONTRACTOR shall be paid for any services already performed by sharing in the collections of all amounts billed by the CONTRACTOR through the date of termination. If the Contract is terminated by the CONTRACTOR, the CONTRACTOR shall provide . B. For Cause. Either party may terminate this Contract for cause if the other party does not perform its duties or exercise its responsibilities in accordance with this Contract including the maintenance of the system of fees and fines in effect at the beginning of the Contract period, Upon an event of cause by either party (Non-performing party), the other (Claimant) party shall provide thirty (30) days prior written notice to the non-performing party that the Contract terms have not been carried out in accordance with this Contract. If the event of cause is not corrected by the Non-performing party to the reasonable satisfaction of the Claimant,the Claimant may terminate this Contract after a thirty (30) day written cure notice to the Non-performing party. C. Termination Within Initial five (5) year period. If this Contract is terminated by the CITY or its implementation is terminated or postponed by the CITY during the initial five (5) year period, for any reason other than breach by the CONTRACTOR, the CONTRACTOR shall be entitled to receive a prorated share of its initial startup costs as specified in Attachment B, in addition to any Service fees owed the CONTRACTOR as described in Paragraph 18 — Rights upon Termination. D. Termination Upon Change in Alarm Oridnance. CONTRACTOR'S Fee Schedule and pricing for any and all Services to be provided by CONTRACTOR to the CITY under this Contract have been set, established and agreed to be based upon the current provisions of 18-7132/193510 6 470 applicable CITY ordinances relating to alarms, Should said ordinances change at any time during the term of this Contract to reduce the applicable fee, fines and charges, then the CONTRACTOR reserves the express right to enter into good faith negotiations with the CITY to modify the Fee Schedule and pricing accordingly. If, within thirty (30) days of notice from CONTRACTOR to the CITY of its desire ,to so renegotiate, the parties are unable to reach an agreement mutually acceptable to both parties, then CONTRACTOR reserves the right to terminate this Contract upon written notice to CITY. Said termination shall not be deemed to be a default by CONTRACTOR under this Contract, CONTRACTOR shall be paid all fees and costs due and owing CONTRACTOR as of the date of said termination. E. Termination Upon Misuse of Proprietary Software. CONTRACTOR may terminate this Contract upon 15 days prior written notice to CITY if CITY misuses or attempts to appropriate the proprietary software of CONTRACTOR, unless CITY cures such breach within 15 days of receipt of such notice. 18.Rights upon Termination. A. If the CONTRACTOR is entitled to terminate this Contract or the CITY chooses not to continue the Contract for its convenience, the CONTRACTOR shall provide CITY with a Closeout and Termination Plan and Serices in accordance with the provisions of Paragraph 18A hereof. B. If Huntington Beach terminates this Contract or if the CONTRACTOR terminates for cause, Huntington Beach, in addition to payment of false alarm collections owed to the CONTRACTOR based on the CONTRACTOR's billings through the date of termination, shall undertake good faith efforts to collect any Alarm Management Services fees and civil penalties for Ordinance violations billed, but not yet collected, as of the date of termination, in order to pay the CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by the CONTRACTOR on Huntington Beach's behalf. C. In the event that either party terminates this agreement, the CONTRACTOR agrees that all data collected under this agreement is part of Huntington Beach's permanent record and that all data, including historical records under the required retention time will be provided to Huntington Beach in MS-SQL format within 30 days of the termination date. 18A Closeout and Termiantion Plan. A. In the event either Party terminates this Contract or if the Contract is allowed to expire, CONTRACTOR and the CITY agree to the following: 1. CONTRACTOR shall diligently support the CITY and the incoming contractor to ensure a smooth transition for the Contract close-out/transition, at no additional cost to the CITY. At a minimum, CONTRACTOR shall: (a) Develop a Closeout Plan and submit it to Huntington Beach Alarm administrators within fifteen (15) Business Days of receiving the CITY'S request to initiate the transition plan or notice that this Contract will be terminated. At a minimum, the Closeout Plan must include proposals related to the following: W A transition plan; 18-7132/193510 7 471 (ii) A cut-over date, on which, the new contractor is responsible for all claims from the cut-over date forward and CONTRACTOR is responsible for all claims prior to the cut-over date; (iii) A description of the tasks, timelines, milestones, and deliverables for transferring CONTRACTOR'S duties under the Agreement to a new vendor; and (iv) Transition procedures for the duties of data collection and transmission, reporting, invoicing, payment receipts, and deposits. (b) Attend meetings with the CITY and the incoming contractor, upon the Huntington Beach Alarm Administrator's request, to facilitate the transition, which meetings may occur telephonically or in person as the situation or the Huntington Beach Alarm Administrator requires; (c) Coordinate with the CITY and the incoming contractor to facilitate the transition and establish a timeline for the transition; (d) Coordinate CONTRACTOR'S resources to match the timeline and Closeout Plan approved by the Huntington Beach Alarm Administrator; (e) Support all reasonable requests for information, coordination, and the provision of items and services to facilitate the transition plan. B. After the expiration or termination of this Contract, CONTRACTOR shall be responsible for continuing to process collections that occurred prior to the termination or expiration date of this Contract for a period of up to ninety(90) days after the date of expiration or termination ("Closeout Period") of the Contract. The City shall compensate Contractor pursuant to the terms and conditions of this Contract, except that CONTRACTOR shall be entitled to receive payment for Net Cash Collections received by CONTRACTOR during the Closeout Period and which are posted to the CITY'S designated bank account within thirty (30) Business Days after the Closeout Period ends. C. Within thirty (30) Business Days of the termination or expiration of this Contract and prior to the CITY'S payment to CONTRACTOR of any outstanding invoices or amounts to which CONTRACTOR is entitled, CONTRACTOR shall, at no charge, return all CITY documents; provided, however, CONTRACTOR may retain that which is necessary to perform the appropriate services and claims subject to the Closeout Period. 19.Indemnification. A. Subject to the limitations hereinafter set forth in Pargraph 21 hereof, the CONTRACTOR shall indemnify, hold harmless, and defend Huntington Beach, its elected and appointed officials, and any employe6 or agent CITY is required to indemnify relating to the actions or inactions of CONTRACTOR hereunder, and successors in interest from all claims, damages, losses and expenses including attorney's fees, arising out of or resulting, directly or indirectly, from the CONTRACTOR's(or CONTRACTOR's subcontractors, if any) performance or breach of the Contract provided that such claim, damage, loss, or expense is not caused by the negligent act or omission or willful misconduct of Huntington Beach or its elected and appointed officials and employees acting within the scope of their employment. Except as otherwise set 18-7132/193510 8 472 forth in Paragraph 21 hereof, this Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance requirements and shall survive the termination of this Contract. B. In the event that a claim is made against the CONTRACTOR, which arises out of the negligence or willful misconduct of Huntington Beach or any of Huntington Beach's employees, Huntington Beach shall indemnify the CONTRACTOR to the extent Huntington Beach is liable and authorized to do so under the law. C. Any party seeking indemnification shall promptly notify the other party of its discovery of any matter-giving rise to a claim of indemnity. For each individual claim, the indemnifying party shall have no obligation to the other or to any third party with respect to any expenses incurred by or on behalf of the other or its assumption of control of the defense of the claim, or with respect to any compromise or settlement made, without the prior written consent of both parties. D. If CONTRACTOR is required to indemnify CITY hereunder, CONTRACTOR may assume the defense of CITY with counsel reasonably acceptable to CITY at the expense of CONTRACTOR. In addition, CITY may engage its own counsel to participate in any defense in any such proceeding at the CITY'S expense. 20. Patent infringement. The CONTRACTOR shall indemnify Huntington Beach, its elected and appointed officials, officers, employees, agents, and successors in interest from and against all damages and expenses resulting from any infringement action brought against the CONTRACTOR, or against Huntington Beach to the extent that any such action is predicated on the use of CONTRACTOR's software, during the term of this Contract. This Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance and shall survive termination of this contract 21.Limitation of Liability. A. In no event shall either Party be liable to the other for consequential, special, incidental or punitive damages arising out of or relating to performance and nonperformance. This limitation shall apply regardless of the form of action, whether in contract or in tort, including negligence or misrepresentation, including loss of fees, profits or income, arising directly or indirectly out of the provision or non-provision of Services or Additional Services hereunder, whether or not such party had any knowledge that such damages might be incurred. B. Notwithstanding any other provision of this Agreement to the contrary, except Paragraph 20 hereof, in no event whatsoever shall CONTRACTOR be liable for damages attributable to its actions or inactions, or its subcontractor's actions or inactions, with respect to the Services or Additional Services provided hereunder, whether for indemnification or otherwise, in excess of the sum of: (i) any insurance proceeds actually received by CONTRACTOR, or paid by CONTRACTOR's insurance carrier to the CITY, with respect to the claim for indemnification by the CITY hereunder, and (ii) the amount of fees actually retained by CONTRACTOR under this Agreement as its fee during the six (6) months immediately preceding the act or omission that generated CONTRACTOR's indemnification obligation hereunder; provided, however, the limitations on the indemnification obligations of CONTRACTOR set forth in this Section shall not apply to the obligation of CONTRACTOR to pay the CITY its share of the collected revenues as 18-7132/193510 9 473 set forth in this Agreement. 22. Insurance, The CONTRACTOR shall provide and maintain in full force and effect at no additional cost to Huntington Beach for the duration of the Contract commercial general liability insurance or comprehensive general liability insurance with a minimum limit of$1,000,000 per occurrence for bodily injury and damage to property including contractual liability, premises/operations, prod ucts/completed operations, independent CONTRACTORS, broad form property damage, and personal injury coverage and a minimum aggregate amount of $1,000,000 or commercial/comprehensive general liability insurance plus additional excess umbrella liability insurance to meet these limits. The CONTRACTOR agrees that it shall add Huntington Beach, its elected and appointed officials, officers, and successors in interest to the CONTRACTOR's liability insurance policies as additional insureds, The CONTRACTOR shall require its insurance carrier or agent to certify that this requirement has been satisfied on all Insurance Certificates issued under this Contract. Before any work is initiated and before any invoices are paid for work performed under this Contract, the CONTRACTOR shall provide written proof of compliance with the above insurance requirements by delivering to: City of Huntington Beach Attn: City Clerk's Office 2000 Main Street Huntington Beach, California 92648 a copy of a certificate or certificates of insurance completed by its insurance carrier or agent certifying that minimum insurance coverages as required above are in effect and that the coverage will not be canceled or changed until thirty (30) days after written notice is given to the CITY. The CONTRACTOR shall maintain, update, and renew the Certificate(s)for the term of this Contract. 23.Assignment. This Contract shall not be assigned to any third party without prior written consent, which may be withheld in the sole and absolute discretion of either party. A change in ownership of the CONTRACTOR or a purchase of the majority of assets or stock of the CONTRACTOR by another company shall not be considered an assignment of this Contract. 24.Attorney's Fees. Should the parties or either of them employ an attorney to enforce by litigation in a court of competent jurisdiction, any of the contract provisions because of a disputed matter arising under this Contract, to assert damages for the breach of the Contract, or in order to obtain injunctive relief, then the prevailing party shall be entitled to recover reasonable attorney's fees, costs, charges, and any expenses expended or incurred. 18-7132/193510 10 474 25.Notices. Wherever under this Contract one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered in hand or when mailed, by United States mail, certified, return receipt requested, postage prepaid, and addressed as follows: In the case of the CONTRACTOR: PM AM Corporation 5430 LBJ Freeway, Suite 370 Dallas, TX 75240 Attention: Mr. Pankaj Kumar, CEO In the case of Huntington Beach: City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attention: City Clerk's Office 26,Governing Law. The substantive laws of the State of California shall govern this Contract without regard to the law of conflicts. Venue shall be in the appropriate court of Huntington Beach, California. Such actions shall neither be commenced in nor removed to federal court. 27.Severability. If any provision of this Contract is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired. 28.No Waiver. The failure by any party to exercise any right stated in this Contract shall not be deemed a waiver of the right. 29.Complete Agreement. This Contract when signed by both parties sets forth the entire understanding of the parties as to its subject matter, conditions and obligations and may not be modified except by further written agreement. 30. Independent Contractors. In performing the work under this Contract, the CONTRACTOR acts as an independent CONTRACTOR and is solely responsible for necessary and adequate worker's compensation insurance, personal injury and property damage insurance, as well as errors and omissions insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal and state income tax on moneys earned. The personnel employed by the CONTRACTOR are 18-7132/193510 11 475 not and shall not become employees, agents or servants of Huntington Beach because of the performance of any work by or under the performance of this Contract. 31. Cooperative Purchases. This Contract may be used by other government agencies. The CONTRACTOR has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the revenue share percentage (Compensation) may be negotiated between the CONTRACTOR and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies. WHEREAS, the individuals representing the parties are both authorized and have executed this Contract effective as of on the date first written above. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Pankaj Kumar PM AM Corporation ayor By: print name Ci y Clerk ITS: (circle one) Chairman7PffesidentNice President INITIATED AND APPROVED: AND By. _ - L I Director/Chief(Purs ant to HMBC§3.03.100) N1FlfiINt11 VomA print name ITS: circle one) Secreta 1Chief Financial APPROVED AS TO FORM: 16fficer sst. Secretary—Treasurer f-di ity AttYney 18-7132/193 510 12 ATTACHMENT A Scope of Services Purpose The purpose of this Scope of Services is to describe the duties and responsibilities of Contractor (), and the Huntington Beach, California ("Huntington Beach " or "CITY") required for a comprehensive alarm management strategy that includes the coordination of permit registration, generation and collection of alarm fees, issuance of fines, false alarm education, on-line services, and coordination with alarm companies. CONTRACTOR Responsibilities CONTRACTOR Responsibilities Project Manager will deliver a series of documents to the City Project Manager, which may include one or more of the following: Implementation Task Checklist, Issue Tracking Tools, Project Status Tracking spreadsheets, and Implementation Plan and Timeline. Prior to starting the project, CONTRACTOR and City will agree on the final project kick off agenda, that will be used to formalize points of contact, establish project expectations, review deliverable due dates, review previous lessons learned, and establish upcoming tasks. 1. At the beginning of the project, electronic conversion/import to CONTRACTOR computer server(s) of any CITY alarm program records required to support the proposed CONTRACTOR services. These records may contain historical CITY alarm business, alarm system location, responsible party and other alarm data previously developed by or for Huntington Beach. CONTRACTOR shall obtain this data directly from Huntington Beach and relies on the CITY for the accuracy and completeness of any such historical data; 1. Assist the City in the roll-out of the updated City Ordinance and false alarm requirements through educational efforts and community outreach. 2. Publish notification of the updated City Ordinance and alarm permit requirements for all residential and business addresses, and for alarm service providers. 2. Update alarm business, alarm system location and responsible party information and renew permits and alarm registrations in accordance with the CITY Alarm Ordinance ("Ordinance"). Updated information may be processed by mail, electronically and / or online; 1. Register, renew and bill the registration of alarm systems in accordance with the Ordinance. Registrations and renewals may be processed by mail, telephone, electronically and I or online. Notices related to registration may be sent by email or mail based on the alarm user contact information maintained; 18-7132/193510 13 477 2. Provide exceptional customer service to community members and businesses. While ultimately there may be a disagreement over responsibility for a false alarm, communications with community members and businesses should be prompt, responsive, and courteous and provide a clear explanation of the situation and routes of appeal. 3. Follow up quickly and effectively with delinquent alarm users that have not paid their fees or penalties by the due date in a friendly, professional, and customer service-oriented manner. Inform delinquent alarm users of the credit impact if fines are not paid including reporting of their delinquency to credit bureau reporting agencies. 4. Import daily or as soon as CITY data is available into the CONTRACTOR s alarm billing system, alarm incident data (in formats prescribed by CONTRACTOR) extracted by the CITY from the CITY's New World CAD/911 System; 5. Create and host a dedicated, secure (SSL encrypted) Huntington Beach Alarm Program website for CITY citizens and businesses to obtain false alarm reduction educational information, review alarm ordinance and appeal requirements, access and update alarm account information, and pay alarm fees online if preferred. This website may be linked by the CITY to the CITY website if desired. Ensure the Service Provider processing, storing and transmitting cardholder data for online payments made to the City is Payment Card Industry (PCI) compliant as detailed in Appendix D of this Agreement. ; 6. Initialize, maintain, secure and back-up Program databases including alarm business, alarm system location and incident data; alarm-related financial transactions and accounts receivable information. CONTRACTOR will comply with the provisions of the Alarm Ordinance, and update , Program business rules to comply with Alarm Ordinance changes as supported by the CONTRACTOR software; 7. Process false alarm incident data, including the matching of false alarm incidents with the alarm system location database maintained by CONTRACTOR; 8. Bill and correspond with alarm businesses and alarm users in accordance with the Alarm Ordinance provisions. This will include but may not be limited to invoices and delinquent payment notices. A warning notice will be sent to each alarm user on the occasion of the alarm user's first false alarm immediately preceding the first chargeable alarm incident. Warning notices may be sent by mail, email or other electronic method based on the alarm user's accepted contact method(s), Allow City to create and modify letter template and language. Changes to templates shall be permitted with the understanding that each template should be changed no more than once a year after implementation is complete. Emergency changes due to errors or changes in ordinance provisions shall be permitted at any time.; 9. Provide CITY alarm users access to online information on false alarm reduction and Ordinance requirements to include an Online Alarm School or mail-in false airm prevention training program. 10. Answer telephone inquiries from CITY alarm users that are placed to a false alarm program toll-free customer service number established for the CITY; 18-7132/193510 14 478 11, Process fee / penalty payments mailed to and deposited in a nearby CITY-approved bank lockbox and account, and received from other payment channels, e.g. online, as agreed on by CONTRACTOR and the CITY, and apply these payments to alarm accounts; 12. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a CITY Alarm Program representative with documentation supporting noticing / billing decisions; and updating the system with the disposition of any hearing results; 13. Provide and maintain computer equipment, software, mailing equipment and furniture at CONTRACTOR's Program processing facilities; 14. Provide the CITY secure (SSL encrypted), online, on-demand access to alarm management information and reports including, but not limited to, alarm account transaction history, alarm system information, and financial transactions/balances with format and content specified by the Alarm Management System and the designated Bank, and agreed on between the CITY and CONTRACTOR; and, 15, Perform special collection functions as directed and authorized by the CITY such as retaining a third party collection agency or providing delinquent account information to other CITY agencies. To the extent permitted by local law, third-party collection fees will be added to the delinquent amounts. CONTRACTOR will use commercially reasonable efforts to make the online false alarm management system available with an uptime percentage of at least 95%. CONTRACTOR will notify the City's designated Systems Administrators and designated backups of any system outage, and take steps to remedy any issues to make the system accessible as quickly as possible. In the event of a scheduled outage, the CONTRACTOR will notify the City's designated Systems Administrators and backups at a reasonable period prior to the outage. Notices will be sent via e- mail. City and CONTRACTOR agree that because the sole means of City and CONTRACTOR compensation under the Contract is revenue sharing it is in the mutual best interest of both parties to minimize system downtime. Multiple failures to meet the 95% will allow the City to terminate the contract for cause under section 17b. Regular hours of service (Pacific time) 630 to 1700 hours, Monday—Friday excluding holidays observed bythe U.S.Federal Government. CONTRACTOR agrees to preserve the confidentiality and integrity of City of Huntington Beach data with administrative, technical and physical measures that conform to generally recognized industry standards and best practices that CONTRACTOR then applies to its own processing environment. Maintenance of a secure processing environment includes but is not limited to the timely application of patches, fixes and updates to operating systems, network equipment and applications, as provided by vendor. CONTRACTOR shall provide up to three (3) hour web-based "train-the-trainer" training covering all necessary topics based on user roles of end-user, systems administrator, alarm administrator, and any other roles necessary for the successful operation of the system. 18-7132/193510 is 479 CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but not limited to, the cost of staff, facilities, equipment, consumable supplies, bank account, lockbox, credit card fees, and first-class postage. Only third-party collection costs (if any), e.g. collection agency fee, and citizen overpayments, if any, will be shared by the parties through payment from gross collections before revenue sharing. Assist the City's representative or Alarm Administrator by scheduling appeal hearings and providing notification of appeal decisions for any false alarm hearings. Vendor agrees to comply with all applicable laws that require the notification of individuals in the event of unauthorized release of (PII) Personally Identifiable Information or other event requiring notification, In the event of a breach of any of CONTRACTOR's security obligations, or other event requiring notification under applicable law, CONTRACTOR agrees to: a, Notify City of Huntington Beach by telephone and e-mail of such an event within 24 hours of discovery, and b. Assume responsibility for informing all such individuals in accordance with applicable law, and c. Indemnify, hold harmless and defend City of Huntington Beach from and against any claims, damages, or other harm related to such Notification Event. CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but not limited to, the costs of staff, facilities, equipment, consumable supplies. Only third-party bank and credit card fees, mailing supply costs (paper and envelopes), first class postage, third party collection costs (if any), e.g. collection agency fee, and citizen overpayments, if any, will be shared by the parties through payment from gross collections before revenue sharing. Huntington Beach Responsibilities 1. Appointing a CITY Alarm Administrator ("Administrator") and backup administrator who will be the primary points of contact between CONTRACTOR and the CITY. The Administrator(s) is responsible for overseeing CONTRACTOR's operation of the False Alarm Management Services Program ("Program") and accessing Program information, as needed, via CONTRACTOR provided online access; 2. Requesting or supporting CONTRACTOR's requests of Alarm Companies, as needed, to provide alarm system information; 3. Making any and all decisions about alarm call response, determining whether calls are false alarms, providing any on-scene communication of alarm related information to alarm users, and for entering any alarm related information within the CITY New World CAD/911 system; 4. Extracting false alarm call incident data from the New World CAD/91 1 System and transferring this data electronically to CONTRACTOR(via CONTRACTOR's FTP site over a VPN tunnel). The data extraction format will be provided by CONTRACTOR and CONTRACTOR will provide the CITY additional software for automating the daily transfer of alarm incident files to CONTRACTOR CONTRACTOR will assist the City of Huntington Beach in identifying the database tables required in the CAD system for the false alarm call incident data. 18-7132/193510 16 480 6. Assist with conducting any general public education programs on false alarms; and, 7. Transferring any and all financial information from the Program generated alarm reports to other Huntington Beach financial systems, as needed. The CITY is responsible for all costs of carrying out the CITY's responsibilities, including, but not limited to the costs of staff, facilities, computer equipment and consumable supplies. [Remainder of Page Intentionally Left Blank] 18-7132/193510 17 481 ATTACHMENT B PAYMENT TERMS 1. Revenue Sharing Percentage The revenue-sharing approach requires no out-of-pocket or startup expenditures by the City. All proposed CONTRACTOR service fees will be based on a percentage of alarm program fees and fines collected. CONTRACTOR's alarm program collections will cover all software development, licensing, website hosting, historical data conversion, equipment, postage, supplies, credit card and bank fees, lockbox and other costs incurred by the CONTRACTOR to provide the False Alarm Billing and Tracking Services described herein. The CONTRACTOR's Revenue Share is 20%. CONTRACTOR agrees to pay all bank lockbox and credit card fees and all correspondence mailing costs (at first class postal rates)from CONTRACTOR's share after revenue sharing calculations. Any certified mail requirements will be billed separately on a monthly basis and is not subject to the revenue share division. The revenue share percentages are based on several assumptions over which the CONTRACTOR has little or no control: • The Ordinance fee and fine schedules remain at levels equal to or greater than at the Contract effective date; • The CITY adopts a fair, but firm approach to granting appeals. Appeals and CITY waived charges are expected to reduce collections by no more than 5% annually; and • The CITY actively supports enforcement of the Alarm Ordinance, including support of reasonable measures to collect all amounts due for violations of the Alarm Ordinance. Revenue Share Payment Process CITY and CONTRACTOR agree as follows: 1 . All false alarm related fee collections from any payment method, including but not limited to bank lockbox and online credit card, shall be deposited, as soon as practical, in a False Alarm Bank Account ("False Alarm Account") to be established at a mutually agreeable Commercial Bank; 2 . CITY and CONTRACTOR agree to maintain a positive balance of available funds ("Minimum Balance") at all times in the False Alarm Account; 3 . At the beginning of each month, CONTRACTOR will reconcile the alarm related deposits for the most recent completed month and report the same to CITY. Upon CITY's approval, CITY and CONTRACTOR shall authorize and cause the issuance of electronic (ACH) transfers to CITY and to CONTRACTOR as follows: a. With regard to the transfer to CONTRACTOR, the amount will be calculated for 18-7132/193510 18 482 CONTRACTOR based on the Revenue Share described above. That amount, not to exceed 20 % of the revenue collected during the preceding month, shall be transferred to a bank and account authorized by CONTRACTOR; and, b. The remaining balance of the revenue collected during the preceding month of no less than 80% (less any pre-determined fees; i.e. postage), shall be transferred to a bank and CITY account specified by CITY . 4 . At the termination of this Contract, any remaining balance shall be transferred to CONTRACTOR and to CITY on the same prorata basis, e.g. 20% and 80% respectively. 5 . CITY is a California public entity and all financial obligations extending beyond the current fiscal year are subject to funds being budgeted and appropriated therefore. Delinquent Account Terms The parties shall define a mutually agreeable process and methods for collecting amounts due from delinquent accounts. If organizations other than the CITY and CONTRACTOR are retained to collect overdue amounts, the parties agree that the collection costs shall to the extent permitted by State of California law be added to the delinquent amounts owed by alarm system users or be borne by the parties on a pro-rata basis by deducting the third party collection fees from the gross third party collections before the revenue shares are calculated. The CITY Payment Upon Early Termination (Per Paragraph 17C) If, within the initial five (5) years of the effective date, this Contract is terminated by the CITY for convenience under 17A, or is terminated by CONTRACTOR for cause as defined in Paragraph 17B, CONTRACTOR shall be due a one-time Program Termination fee, not to exceed $24,000.00, to reimburse CONTRACTOR for startup costs. This fee shall be in addition to any other amounts due CONTRACTOR under the Contract. The $24,000.00 shall be amortized (reduced) on a straight-line basis ($1,000 per month) over the first two (2) years. 18-7132/193510 19 483 ATTACHMENT C SYSTEM FUNCTIONAL OVERVIEW • The FAMSTM system• is a comprehensive alarm management solution that includes the coordination of permit registration, generation and collection of . alarm fees, issuance of fines; false alarm education, on.jine services, and,- coordination with alarm companies The solution shall include technology to aLAornatically, and at a frequency as determined by the City, export and process alarm incident data from the City's NewWorld Systems records managment system and import it into the CONTRACTOR'S FAMSTm alarm billing system. • System shall provide fully automated RECORDS incident data export and file transfer to CONTRACTORS system without the need for manual intervention. If there becomes an error in the automated process both parties will work together to correct the problem as quickly as possible. ® The system shall process false alarm incident data, including the matching of false alarm-incidents with the.alarm system location database maintained.by the CONTRACTOR. • CONTRACTOR shall bill and correspond with alarm businesses and alarm users, both permitted and non-permitted in accordance with the City Ordinance provisions, This will include; but may not be limited to; invoices and delinquent payment notices, • System shall send a warning notice to each alarm user on the occasion of the alarm user's first false alarm. Warning notices may be sent by mail;.e-mail or other electronic method; based on the alarm user's accepted contact method(s). • Systems shall provide a hosted dedicated, secure (SSL encrypted) City Alarm Program website for community members and businesses to obtain false alarm reduction educational information, review alarm:ordinance and appeal requirements, access and update alarm account information, register and renew their accounts and pay alarm fees online if preferred. 0 System shall allow City to securely search the alarm database online and to access alarm account history and alarm ordinance enforcement actions, • System shall provide multiple search criteria such as name, address, and phone number, including partial and wildcard searches. Also provide the ability to search alarm database by alarm CONTRACTOR name. 0 System shall provide alarm permit applications for renewal and allow interactive, online application and application by mail using a local mailing address. . System and CONTRACTOR shall register, renew and bill the registration of alarm systems in accordance with the City Ordinance. Registrations and renewals may be 18-7132/193510 20 484 processed by mail, electronically and/or online. Notices related to registration may be sent by e-mail or mail based on the alarm user contact information maintained. Mail submission shall be to a local mailing address. • System shall track new permits and allow City-defined permit statuses, e.g. active, expired, and suspended or other statuses as defined in the alarm Ordinance. • System shall provide detailed invoices with the history of all false alarm dates and locations. •, System shall provide the.City the ability to view payments online. • System shall maintain secure back-up program databases including alarm business, alarm system location and incident data; alarm-related financial transactions and accounts receivable information. 18-7132/193510 21 485 ATTACHMENT D PCI COMPLIANCE FOR THIRD-PARTY SERVICE CONTRACTOR (TPSP) ADDENDUM CONTRACTOR acknowledges it does not process, store, or transmit the City's customer cardholder data for online payments. Online payers are redirected from CONTRACTOR's website to a web portal of a "Service Provider" engaged by CONTRACTOR.This Service Provider processes, stores, and transmits cardholder data for online payments made to the City, CONTRACTOR only receives payment authorizations. Contractor • is responsible for ensuring Service Provider is PCI cornpliant in accordance with and consistent with guidelines established in the "Third-Party Security -Assurance" issued by the PCI Security Standard Council currently available at: https://www.pcisecuritystandards.or,q/documents/ PCI DSS V3.2 Third Party Security Assurancej)d On an on-going basis, Contractor is responsible for implementing new or updated guidelines related to third party security assurance issued by the PCI Security Standard Councit . Within 30 days of execution of this addendum, Contractor shall provide an Attestation of Compliance (AOC) of the Service Provider with scope verification that matches the type of service provided for online payments or other PCI compliance document as acceptable to the City. During the contract term,Contractor shall annually provide the AOC or other PCI compliance document related to the Service Provider acceptable to the City onthe anniversary date of this addendum or the AOC renewal date whichever occurs earlier. 18-7132/193510 22 486 ~�1 DATE(MMIDDMfYY) �► `° CERTIFICATE 4F LIABILITY INSURANCE 01/30/2019 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 SUBROGATIONIS 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 MARSH&MCLENNAN AGENCY LLC/PHS ME: 46464042 PHONE (866)467-8730 FAT (888)443-6112 (A/C,No,Ext): (AlC,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78265 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Hartford Lloyd's Ins CO 39608 PMAM CORPORATION INSURER B: Hartford Fire and Its P&C Affiliates 00914 5430 LYNDON B JOHNSON FWY STE 370 INSURER C: DALLAS ,TX 75240-2683 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 NAMED ABOVE FOR THE POLICY PERIOD INDICATED.N OTWITHSTAN DING 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. INS TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR MM DD I DD YYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED $300,000 PREMISES Ea occurrence X General Liability MED EXP(Any one person) $10,000 A X 46 SBA LX2968 140/06/2018 10/06/2019 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY❑PRO- RO a LOG PRODUCTS-COMMOP AGG $4,000,000 JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 £a accident) _ ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 46 SBA LX2968 10/06/2018 10/06/2019 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) UMBRELLA LIAB X OCCUR EACH OCCURRENCE $3,000,000 A EXCESS LIAB MADIEs- 46 SBA LX2968 10/06/2018 10/06/2019 AGGREGATE $3,000,000 DED X RETENTION$ 10,000 WORKERS COMPENSATION PER X OTH- AND EMPLOYERS'LIABILITY STATUTE ANY YIN E.L.EACH ACCIDENT $1,000,000 B PROPRIETORIPARTNERIEXECUTIVE NIA 46 WEC DW8595 10106/2018 10/06/2019 OFFICERIMEMBER EXCLUDED? E.L.DISEASE-ER EMPLOYEE $1,000,000 (Mandatory in NH) Il'yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A EMPLOYMENT PRACTICES 46 SBA LX2968 10/06/2018 10/06/2019 Each Claim Limit $5,000 LIABILITY Aggregate Limit $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space is required) Those usual to the Insured's Operations. Please see Additional Remarks Schedule Acord Form 101 attached. CERTIFICATE HOLDER CANCELLATION Huntington Beach Police Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 2000 MAIN ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED HUNTINGTON BEACH CA 92648-2702 JAMOVED STO ORM IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE BY �MICHAtL E.t TES �n`� CITY OF HUN ;;GTON LEACH ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 487 AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH & MCLENNAN AGENCY LLC/PHS P.M.A.M. CORPORATION POLICYNUMBER 5430 LBJ FREEWAY TOWER 3 SUITE 370 DALLAS TX 75240 SEE ACORD 25 CARRIER NAIC CODE SEE ACORD 25 EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The City, its officers, elected or appointed officials, employees, agents and volunteers are additional insureds per Additional Insured: Owners, Lessees, or Contractors; Scheduled Person or Organization Form SS4170 and Additional Insured: Owners, Lessees or Contractors; Completed Operations form SS4171, attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SS0008, attached to this policy. ACORD 101 (2014/01) ©2014 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD 488 THE i 1 lo I Im Iford l(:Atli`ifi',I�VI(�C.'S HARTORD An important message from The Hartford Thank you for selecting The Hartford for your business insurance needs. Sincerely, The Hartford Services Team Privacy,Pohicv I Terms of Use I TheHartford.com This email was sent to:gailr@pmam.com Attached: CERTIFICATE OF INSURANCE(COI).Pdf You'll require Adobe@ Reader in order to open PDF attachments. Download a free Adobe Reader to your computer This email was sent by:The Hartford Financial Services Group, Inc. 489 THE HARTFORD BUSINESS SERVICE CENTER THE'°'`"' 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 January 30, 2019 Huntington Beach Police Department 2000 MAIN ST HUNTINGTON BEACH CA 92648-2702 Account Information: Contact Us Policy Holder Details : PMAM CORPORATION Business Service Center Business Hours: Monday- Friday (7AM - 7PM Central Standard Time) Phone: (866)467-8730 Fax: (888)443-6112 Email: agency.se rvices(cbthehartford.com Website: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 490 CONTRACT FOR FALSE ALARM BILLING AND TRACKING SERVICES THIS CONTRACT FOR FALSE ALARM TRACKING AND BILLING SERVICES ("Contract") made and entered into this 1k:nL day of 1)Vic. , 2017, by and between the City of Merced, a municipal corporation of the State of California, 678 West 18th Street, Merced, California, 95340, ("Merced" or "CITY") and PM AM Corporation, ("CONTRACTOR"), a corporation of the State of Texas with its principal administrative offices located at 5430 LBJ Freeway, Suite 370, Dallas, Texas 75240. WITNESSETH: Whereas,the Merced City Council enacted ordinances related to alarm systems and false alarms titled Chapter 8.28 Burglar Alarm Systems and False Alarms as of this date ("Alarm Ordinance"), as amended; and Whereas, the goal of Merced is to encourage more responsible use of alarm systems and to reduce the number of false alarms to which public safety officers must respond by accurately tracking false alarm instances and assessing fees and penalties as required by the Alarm Ordinance; and Whereas, in its implementation of the Alarm Ordinance, Merced is authorized to engage a third-party CONTRACTOR to assist the CITY in the enforcement of the Alarm Ordinance so that persons and organizations that use alarm systems can be held accountable for false alarms through a system of fees and penalties; and Whereas, the CONTRACTOR created and markets the proprietary software system ("Software"), an integrated suite of software applications operating in a web-based environment, designed to assist false alarm reduction managers and planners in government agencies and industry in accessing information relevant to false alarms, and which has been developed at CONTRACTOR's private expense for the commercial marketplace and is not in the public domain; and Whereas, Merced desires to engage the CONTRACTOR to provide the full service false alarm solution ("Services") described in Attachment A; and Whereas, the CONTRACTOR desires to accept such engagement. Now, Therefore, the parties agree as follows: 1. Term. The term of this Contract shall commence upon the date it is signed by both parties (the "Effective Date") and shall continue for a period of five (5) years with the option to extend for two (2) 1-year terms following the date the CONTRACTOR begins tracking and billing for false alarms ("Contract Implementation Date"). This Contract shall automatically renew for additional one-year periods unless either Merced notifies the CONTRACTOR or the CONTRACTOR notifies Merced in writing no later than ninety (90) days prior to the expiration of the initial or any annual renewal term that the CITY or CONTRACTOR wishes to terminate this Agreement as of the expiration of such initial or renewal term. 1 491 2. Contract Documents and Order of Precedence. The contract documents consist of the following Attachments which are incorporated into the Contract by this reference: A. Attachment A, describes the Scope of Services to be provided by the CONTRACTOR and the CITY's operational responsibilities, and Attachment B, Payment Terms. B. The Order of Precedence.shall be as follows: (1)this Contract; (2)Attachment A; and (3) Attachment B. C. At any time during the term of this Contract the CITY may request that CONTRACTOR perform Special Services for additional compensation to be agreed upon by the CITY and CONTRACTOR prior to the performance of any Special Services by CONTRACTOR. As used herein, Special Services means any work which is determined by the CITY to be necessary for this Contract, but which the parties did not reasonably anticipate would be necessary at the execution of this Contract and which CONTRACTOR agrees to perform. If the CITY and CONTRACTOR reach an agreement on the performance of Special Services, CONTRACTOR shall undertake such Special Services after receiving the authorization from the CITY. 3. Alarm Management Scope of Services. A. The CONTRACTOR shall provide the Alarm Management Services described in Attachment A- Alarm Management Services. B. The Alarm Management Services shall assist Merced in enforcing its Alarm Ordinance to include tracking of responsible persons (including individuals, businesses who use alarm systems, registering of alarm systems, billing and notification of permit and false alarm fees in accordance with the Alarm Ordinance and at the direction and under the supervision of Merced's Alarm Administrator, maintenance of a database of persons who use alarm systems, tracking of false alarm occurrences, collection of fees, the collection and enforcement of penalties for violations, generating performance and outcome reports and assuring the availability to Merced of timely false alarm information, all as more specifically described in Attachment A - Alarm Management Services. 4. Software license. Merced shall be licensed and authorized to use the Software and any additional specific customization and development provided as part of the Alarm Management Services described in Attachment A. The license shall cover all Software, including, without limitation, software interfaces and software modifications. The scope of the license is revocable, non-transferable and non-exclusive and is authorized by CONTRACTOR for use by Merced to access its false alarm information. Notwithstanding the preceding, CONTRACTOR retains all right and title to the Application software, including but not limited to, all publication rights, all development rights, all reproductions rights, and all rights that may follow from the commercial development of the software. Merced does not acquire any ownership rights to the Application software.The Software is protected in favor of PMAM, as well as any future registered trademarks, are trademarks of PMAM. 5. Duration of the Software License. 2 492 Merced shall have the right to use the Software in accordance with Attachment A for so long as the CONTRACTOR provides Alarm Management Services to Merced and/or licenses the Software in accordance with the Termination provisions in this Contract. This license shall apply for the duration of the Contract and any extensions provided for herein or agreed to in writing by the parties. In the event the business relationship with CONTRACTOR is terminated or ended for any reason, Merced's license rights to use the Software shall likewise terminate except as provided for in this Contract, including Attachment B. 6. Modification of the Software. A. Modifications or adaptations of the Software shall be limited to creating or providing interfaces between the Software and Merced `s computer systems required to import or export data in order to implement the Software or for such other purposes that CONTRACTOR deems appropriate. B. Merced shall retain a nonexclusive License to use the modified and/or "customized" interfaces with the Software during the term of this Contract, provided, however, the use of the original Software with such adaptations in any projects other than the management of the Alarm Ordinance shall be subject to additional compensation to CONTRACTOR in an amount and subject to terms to be determined by the parties in writing prior to any such additional use. 7. Protecting Confidential and Proprietary Information. The proprietary information of both parties, CONTRACTOR and Merced is and shall remain the valuable intellectual property of each respective party. Except as required by law, neither party shall disclose any such information to any third party for any reason without the express written consent of the other party and shall only use proprietary information for internal purposes to facilitate and assist CONTRACTOR and CITY staff in the administration of the Alarm Ordinance. In addition, the parties shall provide reasonable safeguards to protect their respective software, hardware systems and data from unauthorized intrusion by third parties. Notwithstanding, the parties recognize that the CITY is a government body subject to compliance with California Public Records laws. Names, addresses, type of alarm, identification information of any alarm monitoring company, or identification information of any person cited under the Alarm Ordinance shall not be released, exhibited or sold to any third party by CONTRACTOR, except as required by law. All data received hereunder shall be made a part of Merced's permanent records and files and preserved therein for a period in accordance with the requirements of California law. Merced will inform CONTRACTOR of the required retention time in writing at the beginning of the Contract term and, in the event these requirements change, as soon as those changes are approved by the appropriate California State or CITY agency. Each party further agrees that in the event that any documents containing confidential information of the other party should be improperly used or removed in any way from the possession or control of the other party by a party, the breaching party shall immediately notify the other party orally and in writing, and shall join with the other party at their request in taking such reasonable steps as the owner of the confidential information may deem advisable to enjoin the misuse and regain possession of such confidential information, or steps otherwise necessary for the protection of the owner's rights and the confidentiality of the information. 3 493 All alarm related data maintained by the CONTRACTOR shall remain the property of the CITY. If the Contract is terminated for any reason, the CONTRACTOR shall provide such data to Merced on a timely basis in a mutually acceptable, electronic file format. Notwithstanding any other provision in this Contract, all obligations relating to disclosure of Proprietary Information remain subject to the Freedom of Information Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the "PRA"). The Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar statute, the CITY in good faith will make the determination as to whether the material is discloseable or exempt under the statute, and shall resist the disclosure of Proprietary Information which is exempt from disclosure to the extent allowable under the law. CITY shall advise CONTRACTOR in writing at least ten (10) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore, and if CONTRACTOR then timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the information. In such case, CONTRACTOR shall then be solely liable for defending the non-disclosure and shall indemnify and hold CITY harmless for such nondisclosure. 8. Reproduction and Copyright. A. The Software is protected under the Copyright and Patent laws of the United States, and as extended by treaty, with Canada. Merced may not copy, or allow anyone else to copy or otherwise reproduce, any part of the Software without the prior written consent of CONTRACTOR, except to store and/or install a copy of the Software on a storage device, such as a network server, used only to run the Software on other computers over an internal network and for back-up or archive purposes. B. During the term of this Contract, Merced may copy any CONTRACTOR provided Software as necessary to its hard disks or other such storage medium to efficiently operate the Software on Merced single-user system, multiple-user system, or network. The Software shall be copied as a whole, and the use of the copies shall be governed by this Contract. All other copying is prohibited. C. Upon termination of this Contract, Merced shall immediately deinstall or otherwise permanently remove CONTRACTOR'S proprietary Software from Merced's system or network and provide a written affidavit to CONTRACTOR signed by an authorized official of CITY that it has done so. 9. Limitations on the Use of the Software. Merced may not reverse engineer, decompile, or disassemble the Software. The Software is licensed as a single product. Its component parts may not be separated. 10.Notices of Intellectual Property Rights. Merced shall assure that CONTRACTOR's notices of intellectual property (e.g., patent, trademark, and copyright notices) provided by CONTRACTOR, if any, shall remain visible on the Software when displayed electronically, or when output created by it is printed for distribution to persons or organizations outside the normal scope of the Alarm Ordinance. 4 494 11.Payment. Merced shall pay the CONTRACTOR for the Services described, in accordance with Attachment B ("Payment Terms"). 12.Collection of Fines. The CITY shall support the collection of false alarm fees,fines and penalties in accordance with the Alarm Ordinances and at the direction of the Alarm Administrator. If the CITY directs CONTRACTOR to engage a third-party collection organization for delinquent amounts, the CITY shall cause the necessary legislative and administrative procedures to be enacted and/or adopted in order to delegate to the CONTRACTOR the authority to collect the delinquent fees on behalf of the CITY. 13.Confidentiality of Merced False Alarm Data. Any false alarm collection data provided to the CONTRACTOR during the performance of the Alarm Management Services shall be used only in a manner consistent with this Contract, and no false alarm collection data shall be disclosed without the prior written consent of Merced. If such disclosure is compelled or required in any judicial or administrative proceeding, the CONTRACTOR shall, before disclosing such information, first notify Merced and give Merced an opportunity to object to the disclosure. In the event Merced objects to such disclosure, it shall notify the CONTRACTOR that it will indemnify it, to the extent provided by law, for any costs and expense incurred, including, without limitation, the cost of attorney fees expended in the defense of any action or proceeding, or relating to the refusal to disclose such information. 14.Merced Responsibilities. A. Merced shall cooperate with and assist the CONTRACTOR by providing management decisions affecting startup or provision of the Alarm Management Services within ten business days of receipt of CONTRACTOR's request for a decision, as well as providing personnel, information, approvals, and acceptances in accordance with a mutually-agreed Implementation Plan to be developed by CONTRACTOR and Merced at the start of the Services. This Implementation Plan will define the detailed tasks and schedule necessary to achieve the following program target milestones: 1) Commence Services implementation activities on the Effective Date; 2) Begin collecting and processing alarm location information within sixty (60) days of the Effective Date; and 3) Begin processing false alarm activations within ninety (90) days of the Effective Date. B. Merced shall provide the CONTRACTOR with CAD alarm incident Records, appeal records, and necessary historical, non-financial alarm registration and alarm incident information in accordance with the terms of a mutually-agreed implementation plan and in a mutually-agreed electronic format, as necessary and proper, to allow the CONTRACTOR to effectively provide the Services and enforce the Alarm Ordinance. 5 495 15.Merced Alarm Administrator. To facilitate effective communication between Merced and the CONTRACTOR, and in accordance with the Alarm Ordinance, Merced shall designate an Alarm Administrator for the false alarm program and a Financial Adminstrator for fudicary responsilbities. The Alarm Administrators shall have the power and authority to make decisions relating to the Services. A secondary Alarm Administrator will also be designated to act on behalf of the Alarm Administrators when the primary Alarm Administrators are unavailable. The primary and secondary Alarm Administrators shall be designated by Merced. The Alarm Administrator has the authority to waive, void, or modify violation notices and the resulting fine amounts. Any such waiver, modification, or voiding will be communicated to the CONTRACTOR in a written format The Financial Administator shall have the power and authority to make decisions relating to financial transactions for the administion of the program. The Financial Adminstrator will be designated by the CITY. 16.Resolution of Disputes. A. Mediation. In the event of a dispute between the parties concerning any matter arising under this Contract, the parties shall proceed to good-faith mediation of the dispute. The mediation venue shall be Merced, California. The cost of mediation shall be shared equally. 17.Termination. A. For Convenience. Either party may terminate this Contract for any reason and at any time by giving at least ninety (90) days written notice to the other party of such termination and specifying the effective date thereof. If the Contract is terminated by the CITY, the CONTRACTOR shall be paid for any services already performed by sharing in the collections of all amounts billed by the CONTRACTOR.through the date of termination. If the Contract is terminated by the CONTRACTOR, the CONTRACTOR shall provide . B. For Cause. Either party may terminate this Contract for cause if the other party does not perform its duties or exercise its responsibilities in accordance with this Contract including the maintenance of the system of fees and fines in effect at the beginning of the Contract period. Upon an event of cause by either party(Non-performing party), the other(Claimant) party shall provide thirty (30) days prior written notice to the non-performing party that the Contract terms have not been carried out in accordance with this Contract. If the event of cause is not corrected by the Non-performing party to the reasonable satisfaction of the Claimant,the Claimant may terminate this Contract after a thirty(30)day written cure notice to the Non-performing party. C. Termination Within Initial five (5) year period. If this Contract is terminated by the CITY or its implementation is terminated or postponed by the CITY during the initial five (5) year period, for any reason other than breach by the CONTRACTOR, the CONTRACTOR shall be entitled to receive a prorated share of its initial startup costs as specified in Attachment B, in addition to any Service fees owed the CONTRACTOR as described in Paragraph 18 — Rights upon Termination. D. Termination Upon Change in Alarm Oridnance. CONTRACTOR'S Fee Schedule and pricing for any and all Services to be provided by CONTRACTOR to the CITY under this Contract have been set, established and agreed to be based upon the current provisions of applicable CITY ordinances relating to alarms. Should said ordinances change at any time during the term of this Contract to reduce the applicable fee, fines and charges,then the CONTRACTOR reserves the express right to enter into good faith negotiations with the CITY to modify the Fee 6 496 Schedule and pricing accordingly. If, within thirty (30) days of notice from CONTRACTOR to the CITY of its desire to so renegotiate, the parties are unable to reach an agreement mutually acceptable to both parties,then CONTRACTOR reserves the right to terminate this Contract upon written notice to CITY. Said termination shall not be deemed to be a default by CONTRACTOR under this Contract, CONTRACTOR shall be paid all fees and costs due and owing CONTRACTOR as of the date of said termination. E. Termination Upon Misuse of Proprietary Software. CONTRACTOR may terminate this Contract upon 15 days prior written notice to CITY if CITY misuses or attempts to appropriate the proprietary software of CONTRACTOR, unless CITY cures such breach within 15 days of receipt of such notice. 18.Rights upon Termination. A. If the CONTRACTOR is entitled to terminate this Contract or the CITY chooses not to continue the Contract for its convenience, the CONTRACTOR shall provide CITY with a Closeout and Termination Plan and Serices in accordance with the provisions of Paragraph 18A hereof. B. If Merced terminates this Contract or if the CONTRACTOR terminates for cause, Merced, in addition to payment of false alarm collections owed to the CONTRACTOR based on the CONTRACTOR's billings through the date of termination, shall undertake good faith efforts to collect any Alarm Management Services fees and civil penalties for Ordinance violations billed, but not yet collected, as of the date of termination, in order to pay the CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by the CONTRACTOR on Merced's behalf. C. In the event that either party terminates this agreement, the CONTRACTOR agrees that all data collected under this agreement is part of Merced's permanent record and that all data, including historical records under the required retention time will be provided to Merced in MS- SQL format within 30 days of the termination date. 18A Closeout and Termiantion Plan. A. In the event either Party terminates this Contract or if the Contract is allowed to expire, CONTRACTOR and the CITY agree to the following: 1. CONTRACTOR shall diligently support the CITY and the incoming contractor to ensure a smooth transition for the Contract close-out/transition, at no additional cost to the CITY. At a minimum, CONTRACTOR shall: (a) Develop a Closeout Plan and submit it to Merced Alarm administrators within fifteen (15) Business Days of receiving the CITY'S request to initiate the transition plan or notice that this Contract will be terminated. At a minimum, the Closeout Plan must include proposals related to the following: (i) A transition plan; (ii) A cut-over date, on which, the new contractor is responsible for all claims from the cut-over date forward and CONTRACTOR is responsible for all claims prior to the cut-over date; 7 497 (iii) A description of the tasks, timelines, milestones, and deliverables for transferring CONTRACTOR'S duties under the Agreement to a new vendor; and (iv) Transition procedures for the duties of data collection and transmission, reporting, invoicing, payment receipts, and deposits. (b) Attend meetings with the CITY and the incoming contractor, upon the Merced Alarm Administrotor's request, to facilitate the transition, which meetings may occur telephonically or in person as the situation or the Merced Alarm Administrator requires; (c) Coordinate with the CITY and the incoming contractor to facilitate the transition and establish a timeline for the transition; (d) Coordinate CONTRACTOR'S resources to match the timeline and Closeout Plan approved by the Merced Alarm Administrator; (e) Support all reasonable requests for information,coordination,and the provision of items and services to facilitate the transition plan. B. After the expiration or termination of this Contract, CONTRACTOR shall be responsible for continuing to process collections that occurred prior to the termination or expiration date of this Contract for a period of up to ninety(90)days after the date of expiration or termination ("Closeout Period") of the Contract. The City shall compensate Contractor pursuant to the terms and conditions of this Contract, except that CONTRACTOR shall be entitled to receive payment for Net Cash Collections received by CONTRACTOR during the Closeout Period and which are posted to the CITY'S designated bank account within thirty(30) Business Days after the Closeout Period ends. C. Within thirty (30) Business Days of the termination or expiration of this Contract and prior to the CITY'S payment to CONTRACTOR of any outstanding invoices or amounts to which CONTRACTOR is entitled, CONTRACTOR shall, at no charge, return all CITY documents; provided, however, CONTRACTOR may retain that which is necessary to perform the appropriate services and claims subject to the Closeout Period. 19.Indemnification. A. Subject to the limitations hereinafter set forth in Pargraph 21 hereof, the CONTRACTOR shall indemnify, hold harmless, and defend Merced, its elected and appointed officials, and any employee or agent CITY is required to indemnify relating to the actions or inactions of CONTRACTOR hereunder, and successors in interest from all claims, damages, losses and expenses including attorney's fees, arising out of or resulting, directly or indirectly, from the CONTRACTOR's (or CONTRACTOR's subcontractors, if any) performance or breach of the Contract provided that such claim, damage, loss, or expense is not caused by the negligent act or omission or willful misconduct of Merced or its elected and appointed officials and employees acting within the scope of their employment. Execpt as otherwise set forth in Paragraph 21 hereof, this Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance requirements and shall survive the termination of this Contract. 8 498 B. In the event that a claim is made against the CONTRACTOR, which arises out of the negligence or willful misconduct of Merced or any of Merced's employees, Merced shall indemnify the CONTRACTOR to the extent Merced is liable and authorized to do so under the law. C. Any party seeking indemnification shall promptly notify the other party of its discovery of any matter-giving rise to a claim of indemnity. For each individual claim, the indemnifying party shall have no obligation to the other or to any third party with respect to any expenses incurred by or on behalf of the other or its assumption of control of the defense of the claim, or with respect to any compromise or settlement made, without the prior written consent of both parties. D. If CONTRACTOR is required to indemnify CITY hereunder, CONTRACTOR may assume the defense of CITY with counsel reasonably acceptable to CITY at the expense of CONTRACTOR. In addition, CITY may engage its own counsel to participate in any defense in any such proceeding at the CITY'S expense. 20. Patent infringement. The CONTRACTOR shall indemnify Merced, its elected and appointed officials, officers, employees, agents, and successors in interest from and against all damages and expenses resulting from any infringement action brought against the CONTRACTOR, or against Merced to the extent that any such action is predicated on the use of CONTRACTOR's software, during the term of this Contract. This Hold Harmless and Indemnification provision shall in no way be limited by any financial responsibility or insurance and shall survive termination of this contract 21.Limitation of Liability. A. In no event shall either Party be liable to the other for consequential, special, incidental or punitive damages arising out of or relating to performance and nonperformance.This limitation shall apply regardless of the form of action, whether in contract or in tort, including negligence or misrepresentation, including loss of fees, profits or income, arising directly or indirectly out of the provision or non-provision of Services or Additional Services hereunder, whether or not such party had any knowledge that such damages might be incurred. B. Notwithstanding any other provision of this Agreement to the contrary, except Paragraph 20 hereof, in no event whatsoever shall CONTRACTOR be liable for damages attributable to its actions or inactions, or its subcontractor's actions or inactions, with respect to the Services or Additional Services provided hereunder, whether for indemnification or otherwise, in excess of the sum of: (i) any insurance proceeds actually received by CONTRACTOR, or paid by CONTRACTOR's insurance carrier to the CITY, with respect to the claim for indemnification by the CITY hereunder, and (ii) the amount of fees actually retained by CONTRACTOR under this Agreement as its fee during the six(6) months immediately preceding the act or omission that generated CONTRACTOR's indemnification obligation hereunder; provided, however, the limitations on the indemnification obligations of CONTRACTOR set forth in this Section shall not apply to the obligation of CONTRACTOR to pay the CITY its share of the collected revenues as set forth in this Agreement. 22. Insurance. 9 499 The CONTRACTOR shall provide and maintain in full force and effect at no additional cost to Merced for the duration of the Contract commercial general liability insurance or comprehensive general liability insurance with a minimum limit of$1,000,000 per occurrence for bodily injury and damage to property including contractual liability, premises/operations, products/completed operations, independent CONTRACTORS, broad form property damage, and personal injury coverage and a minimum aggregate amount of $1,000,000 or commercial/comprehensive general liability insurance plus additional excess umbrella liability insurance to meet these limits. The CONTRACTOR agrees that it shall add Merced, its elected and appointed officials, officers, and successors in interest to the CONTRACTOR's liability insurance policies as additional insureds. The CONTRACTOR shall require its insurance carrier or agent to certify that this requirement has been satisfied on all Insurance Certificates issued under this Contract. Before any work is initiated and before any invoices are paid for work performed under this Contract, the CONTRACTOR shall provide written proof of compliance with the above insurance requirements by delivering to: City of Merced Attn: City Clerk's Office 678 W 18t" Street Merced, California 95340 a copy of a certificate or certificates of insurance completed by its insurance carrier or agent certifying that minimum insurance coverages as required above are in effect and that the coverage will not be canceled or changed until thirty (30) days after written notice is given to the CITY. The CONTRACTOR shall maintain, update, and renew the Certificate(s)for the term of this Contract. 23.Assignment. This Contract shall not be assigned to any third party without prior written consent,which may be withheld in the sole and absolute discretion of either party. A change in ownership of the CONTRACTOR or a purchase of the majority of assets or stock of the CONTRACTOR by another company shall not be considered an assignment of this Contract. 24.Attorney's Fees. Should the parties or either of them employ an attorney to enforce by litigation in a court of competent jurisdiction, any of the contract provisions because of a disputed matter arising under this Contract, to assert damages for the breach of the Contract, or in order to obtain injunctive relief, then the prevailing party shall be entitled to recover reasonable attorney's fees, costs, charges, and any expenses expended or incurred. 25.Notices. Wherever under this Contract one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered in hand or when mailed, by United States mail, certified, return receipt requested, postage prepaid, and addressed as follows: In the case of the CONTRACTOR: 10 500 PM AM Corporation 5430 LBJ Freeway, Suite 370 Dallas, TX 75240 Attention: Mr. Pankaj Kumar, CEO In the case of Merced: City of Merced 678 West 18th Street Merced, California 95340 Attention: City Clerk's Office 26.Governing Law. The substantive laws of the State of California shall govern this Contract without regard to the law of conflicts. Venue shall be in the appropriate court of Merced, California. Such actions shall neither be commenced in nor removed to federal court. 27.Severability. If any provision of this Contract is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired. 28.No Waiver. The failure by any party to exercise any right stated in this Contract shall not be deemed a waiver of the right. 29.Complete Agreement. This Contract when signed by both parties sets forth the entire understanding of the parties as to its subject matter, conditions and obligations and may not be modified except by further written agreement. 30. Independent Contractors. In performing the work under this Contract, the CONTRACTOR acts as an independent CONTRACTOR and is solely responsible for necessary and adequate worker's compensation insurance, personal injury and property damage insurance, as well as errors and omissions insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal and state income tax on moneys earned. The personnel employed by the CONTRACTOR are not and shall not become employees, agents or servants of Merced because of the performance of any work by or under the performance of this Contract. 31. Cooperative Purchases. This Contract may be used by other government agencies. The CONTRACTOR has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the revenue share percentage (Compensation) may be negotiated between 11 501 the CONTRACTOR and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies. WHEREAS, the individuals representing the parties are both authorized and have executed this Contract effective as of on the date first written above. City of Merced, California X-? CA Contractor: PM AM CORPORATION By. PANKAJ KUMAR, Chief Executive Officer STATE OF TEXAS COUNTY OF DALLAS Sworn and subscribed before me this day of �, «A'�y PANKAJ KUMAR as the Chief Executive Officer of Contractor and who is personally known to me. NOTARY S ,.xaYFpEr, GAIL RUSHING ` W iq6ta Public, St to of Texas Notary Public,State of Texas , ? s comm.Expires 03-30-2020 NvtarY ID 11922743 ATTEST: APPROVED AS TO FORM: CITY CLERK As.is# tlD &Ci I A eputy City Attorney n x a 12 502 ATTACHMENT A Scope of Services Purpose The purpose of this Scope of Services is to describe the duties and responsibilities of Contractor(), and the Merced, California ("Merced " or"CITY") required for a comprehensive alarm management strategy that includes the coordination of permit registration, generation and collection of alarm fees, issuance of fines, false alarm education, on-line services, and coordination with alarm companies. CONTRACTOR Responsibilities CONTRACTOR Responsibilities Project Manager will deliver a series of documents to the City Project Manager, which may include one or more of the following: Implementation Task Checklist, Issue Tracking Tools, Project Status Tracking spreadsheets, and Implementation Plan and Timeline. Prior to starting the project, CONTRACTOR and City will agree on the final project kick off agenda, that will be used to formalize points of contact, establish project expectations, review deliverable due dates, review previous lessons learned, and establish upcoming tasks. 1. At the beginning of the project, electronic conversion/import to CONTRACTOR computer server(s) of any CITY alarm program records required to support the proposed CONTRACTOR services. These records may contain historical CITY alarm business, alarm system location, responsible party and other alarm data previously developed by or for Merced. CONTRACTOR shall obtain this data directly from Merced and relies on the CITY for the accuracy and completeness of any such historical data; A. Assist the City in the roll-out of the updated City Ordinance and false alarm requirements through educational efforts and community outreach. B. Publish notification of the updated City Ordinance and alarm permit requirements for all residential and business addresses, and for alarm service providers. 2. Update alarm business, alarm system location and responsible party information and renew permits and alarm registrations in accordance with the CITY Alarm Ordinance ("Ordinance"). Updated information may be processed by mail, electronically and / or online; A. Register, renew and bill the registration of alarm systems in accordance with the Ordinance. Registrations and renewals may be processed by mail, telephone, electronically and / or online. Notices related to registration may be sent by email or mail based on the alarm user contact information maintained; B. Provide exceptional customer service to community members and businesses. PMAM CSR's will be available from 6:30 am to 5 pm PST for the city's citizens. While ultimately there may be a disagreement over responsibility for a false alarm, communications with community members and businesses should be prompt, 13 503 responsive, and courteous and provide a clear explanation of the situation and routes of appeal. C. Follow up quickly and effectively with delinquent alarm users that have not paid their fees or penalties by the due date in a friendly, professional, and customer service- oriented manner. Inform delinquent alarm users of the credit impact if fines are not paid including reporting of their delinquency to credit bureau reporting agencies. D. PMAM will also accept permit applications over the phone. 4. Import daily or as soon as CITY data is available into the CONTRACTOR's alarm billing system, alarm incident data (in formats prescribed by CONTRACTOR) extracted by the CITY from the CITY's New World CAD/911 System; 5. Create and host a dedicated, secure (SSL encrypted) Merced Alarm Program website for CITY citizens and businesses to obtain false alarm reduction educational information, review alarm ordinance and appeal requirements, access and update alarm account information, and pay alarm fees online if preferred. This website may be linked by the CITY to the CITY website if desired. Ensure the Service Provider processing, storing and transmitting cardholder data for online payments made to the City is Payment Card Industry (PCI) compliant as detailed in Appendix D of this Agreement. ; 6. Initialize, maintain, secure and back-up Program databases including alarm business, alarm system location and incident data; alarm-related financial transactions and accounts receivable information. CONTRACTOR will comply with the provisions of the Alarm Ordinance, and update Program business rules to comply with Alarm Ordinance changes as supported by the CONTRACTOR software; 7. Process false alarm incident data, including the matching of false alarm incidents with the alarm system location database maintained by CONTRACTOR; 8. Bill and correspond with alarm businesses and alarm users in accordance with the Alarm Ordinance provisions. This will include but may not be limited to invoices and delinquent payment notices. A warning notice will be sent to each alarm user on the occasion of the alarm user's first false alarm immediately preceding the first chargeable alarm incident. Warning notices may be sent by mail, email or other electronic method based on the alarm user's accepted contact method(s). Allow City to create and modify letter template and language. Changes to templates shall be permitted with the understanding that each template should be changed no more than once a year after implementation is complete. Emergency changes due to errors or changes in ordinance provisions shall be permitted at any time.; 9. Provide CITY alarm users access to online information on false alarm reduction and Ordinance requirements to include an Online Alarm School or mail-in false airm prevention training program. 10. Answer telephone inquiries from CITY alarm users that are placed to a false alarm program toll-free customer service number established for the CITY; 11. Process fee / penalty payments mailed to and deposited in a nearby CITY-approved bank lockbox and account, and received from other payment channels, e.g. online, as agreed on by CONTRACTOR and the CITY, and apply these payments to alarm accounts; 14 504 12. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a CITY Alarm Program representative with documentation supporting noticing / billing decisions; and updating the system with the disposition of any hearing results; 13. Provide and maintain computer equipment, software, mailing equipment and furniture at CONTRACTOR's Program processing facilities; 14. Provide the CITY secure (SSL encrypted), online, on-demand access to alarm management information and reports including, but not limited to, alarm account transaction history, alarm system information, and financial transactions/balances with format and content specified by the Alarm Management System and the designated Bank, and agreed on between the CITY and CONTRACTOR; and, 15. Perform special collection functions as directed and authorized by the CITY such as retaining a third party collection agency or providing delinquent account information to other CITY agencies. To the extent permitted by local law, third-party collection fees will be added to the delinquent amounts. CONTRACTOR will use commercially reasonable efforts to make the online false alarm management system available with an uptime percentage of at least 95%. CONTRACTOR will notify the City's designated Systems Administrators and designated backups of any system outage, and take steps to remedy any issues to make the system accessible as quickly as possible. In the event of a scheduled outage, the CONTRACTOR will notify the City's designated Systems Administrators and backups at a reasonable period prior to the outage. Notices will be sent via e- mail. City and CONTRACTOR agree that because the sole means of City and CONTRACTOR compensation under the Contract is revenue sharing it is in the mutual best interest of both parties to minimize system downtime. Multiple failures to meet the 95% will allow the City to terminate the contract for cause under section 17b. Regular hours of service(Pacific time) 630 to 1700 hours, Monday-Friday excluding holidays observed bythe U.S.Federal Government. CONTRACTOR agrees to preserve the confidentiality and integrity of City of Merced data with administrative, technical and physical measures that conform to generally recognized industry standards and best practices that CONTRACTOR then applies to its own processing environment. Maintenance of a secure processing environment includes but is not limited to the timely application of patches, fixes and updates to operating systems, network equipment and applications, as provided by vendor. CONTRACTOR shall provide up to three (3) hour web-based "train-the-trainer" training covering all necessary topics based on user roles of end-user, systems administrator, alarm administrator, and any other roles necessary for the successful operation of the system. CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but not limited to, the cost of staff, facilities, equipment, consumable supplies, bank account, lockbox, credit card fees, and first-class postage. Only third-party collection costs (if any), e.g. 15 505 collection agency fee, and citizen overpayments, if any, will be shared by the parties through payment from gross collections before revenue sharing. Assist the City's representative or Alarm Administrator by scheduling appeal hearings and providing notification of appeal decisions for any false alarm hearings. Vendor agrees to comply with all applicable laws that require the notification of individuals in the event of unauthorized release of (PII) Personally Identifiable Information or other event requiring notification. In the event of a breach of any of CONTRACTOR's security obligations, or other event requiring notification under applicable law, CONTRACTOR agrees to: a. Notify City of Merced by telephone and e-mail of such an event within 24 hours of discovery, and b. Assume responsibility for informing all such individuals in accordance with applicable law, and c. Indemnify, hold harmless and defend City of Merced from and against any claims, damages, or other harm related to such Notification Event. CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but not limited to, the costs of staff,facilities, equipment, consumable supplies. Only third-party bank and credit card fees, mailing supply costs(paper and envelopes), first class postage, third party collection costs (if any), e.g. collection agency fee, and citizen overpayments, if any, will be shared by the parties through payment from gross collections before revenue sharing. Merced Responsibilities 1. Appointing a CITY Alarm Administrator ("Administrator") and backup administrator who will be the primary points of contact between CONTRACTOR and the CITY. The Administrator(s) is responsible for overseeing CONTRACTOR's operation of the False Alarm Management Services Program ("Program") and accessing Program information, as needed, via CONTRACTOR provided online access; 2. Requesting or supporting CONTRACTOR's requests of Alarm Companies, as needed, to provide alarm system information; 3. Making any and all decisions about alarm call response, determining whether calls are false alarms, providing any on-scene communication of alarm related information to alarm users, and for entering any alarm related information within the CITY New World CAD/911 system; 4. Extracting false alarm call incident data from the New World CAD/911 System and transferring this data electronically to CONTRACTOR(via CONTRACTOR's FTP site over a VPN tunnel).The data extraction format will be provided by CONTRACTOR and CONTRACTOR will provide the CITY additional software for automating the daily transfer of alarm incident files to CONTRACTOR CONTRACTOR will assist the City of Merced in identifying the database tables required in the CAD system for the false alarm call incident data. ; 6. Assist with conducting any general public education programs on false alarms; and, 16 506 7. Transferring any and all financial information from the Program generated alarm reports to other Merced financial systems, as needed. The CITY is responsible for all costs of carrying out the CITY's responsibilities, including, but not limited to the costs of staff, facilities, computer equipment and consumable supplies. [Remainder of Page Intentionally Left Blank] 17 507 ATTACHMENT B PAYMENT TERMS 1. Revenue Sharing Percentage The revenue-sharing approach requires no out-of-pocket or startup expenditures by the City. All proposed CONTRACTOR service fees will be based on a percentage of alarm program fees and fines collected. CONTRACTOR's alarm program collections will cover all software development, licensing,website hosting, historical data conversion, equipment, postage, supplies, credit card and bank fees, lockbox and other costs incurred by the CONTRACTOR to provide the False Alarm Billing and Tracking Services described herein. The CONTRACTOR's Revenue Share is 20%. CONTRACTOR agrees to pay all bank lockbox and credit card fees and all correspondence mailing costs (at first class postal rates)from CONTRACTOR's share after revenue sharing calculations. Any certified mail requirements will be billed separately on a monthly basis and is not subject to the revenue share division. The revenue share percentages are based on several assumptions over which the CONTRACTOR has little or no control: • The Ordinance fee and fine schedules remain at levels equal to or greater than at the Contract effective date; • The CITY adopts a fair, but firm approach to granting appeals. Appeals and CITY waived charges are expected to reduce collections by no more than 5% annually; and • The CITY actively supports enforcement of the Alarm Ordinance, including support of reasonable measures to collect all amounts due for violations of the Alarm Ordinance. Revenue Share Payment Process CITY and CONTRACTOR agree as follows: 1 . All false alarm related fee collections from any payment method, including but not limited to bank lockbox and online credit card, shall be deposited, as soon as practical, in a False Alarm Bank Account ("False Alarm Account") to be established at a mutually agreeable Commercial Bank; 2 . CITY and CONTRACTOR agree to maintain a positive balance of available funds ("Minimum Balance") at all times in the False Alarm Account; 3 . At the beginning of each month, CONTRACTOR will reconcile the alarm related deposits for the most recent completed month and report the same to CITY. Upon CITY's approval, CITY and CONTRACTOR shall authorize and cause the issuance of electronic (ACH)transfers to CITY and to CONTRACTOR as follows: a. With regard to the transfer to CONTRACTOR, the amount will be calculated for 18 508 CONTRACTOR based on the Revenue Share described above. That amount, not to exceed 20 % of the revenue collected during the preceding month, shall be transferred to a bank and account authorized by CONTRACTOR; and, b. The remaining balance of the revenue collected during the preceding month of no less than 80% (less any pre-determined fees; i.e. postage), shall be transferred to a bank and CITY account specified by CITY . 4 . At the termination of this Contract, any remaining balance shall be transferred to CONTRACTOR and to CITY on the same prorata basis, e.g. 20% and 80% respectively. 5 . CITY is a California public entity and all financial obligations extending beyond the current fiscal year are subject to funds being budgeted and appropriated therefore. Delinquent Account Terms The parties shall define a mutually agreeable process and methods for collecting amounts due from delinquent accounts. If organizations other than the CITY and CONTRACTOR are retained to collect overdue amounts, the parties agree that the collection costs shall to the extent permitted by State of California law be added to the delinquent amounts owed by alarm system users or be borne by the parties on a pro-rata basis by deducting the third party collection fees from the gross third party collections before the revenue shares are calculated. The CITY Payment Upon Early Termination (Per Paragraph 17C) If, within the initial five (5) years of the effective date, this Contract is terminated by the CITY for convenience under 17A, or is terminated by CONTRACTOR for cause as defined in Paragraph 17B, CONTRACTOR shall be due a one-time Program Termination fee, not to exceed $24,000.00, to reimburse CONTRACTOR for startup costs. This fee shall be in addition to any other amounts due CONTRACTOR under the Contract. The $24,000.00 shall be amortized (reduced) on a straight-line basis ($1,000 per month) over the first two (2) years. 19 509 ATTACHMENT C SYSTEM FUNCTIONAL OVERVIEW • The FAMSTM system- is a comprehensive alarm management solution that includes the coordination of permit registration, generation and collection of . alarm fees, issuance of fines; false alarm education, on.;line services, and,- coordination with alarm companies • . The solution shall include technology to autornatically, and at a frequency as determined by the City, export and process alarm incident data from the City's NewWorld Systems records managment system and import it into the CONTRACTOR'S FAMSTM alarm billing system. System shall provide fully automated RECORDS incident data export and file transfer to CONTRACTORS system without the need for manual intervention. If there becomes an error in the automated process both parties will work together to correct the problem as quickly as possible. • The system shall process false alarm incident data, including the matching of false alarm-incidents with the.alarm system location database maintained.by the CONTRACTOR. • CONTRACTOR shall bill and correspond with alarm businesses and alarm users, both permitted and non-permitted in accordance with the City Ordinance provisions. This will include; but may not be limited to; invoices and delinquent payment notices. • System shall send a warning notice to each alarm user on the occasion of the alarm user's first false alarm. Warning notices may be sent by mail;.e-mail or other electronic method; based on the alarm user's accepted contact method(s). • Systems shall provide a hosted dedicated, secure (SSL encrypted) City Alarm Program website for community members and businesses to obtain false alarm reduction educational information, review alarm:ordinance and appeal requirements, access and update alarm account information, register and renew their accounts and pay alarm fees online if preferred. • System shall allow City to securely search the alarm database online and to access alarm account history and alarm ordinance enforcement actions. • System shall provide multiple search criteria such as name, address, and phone number, including partial and wildcard searches. Also provide the ability to search alarm database by alarm CONTRACTOR name. • System shall provide alarm permit applications for renewal and allow interactive, online application and application by mail using a local mailing address. • System and CONTRACTOR shall register, renew and bill the registration of alarm systems in accordance with the City Ordinance. Registrations and renewals may be 20 510 r processed by mail, electronically and/or online. Notices related to registration may be sent by e-mail or mail based on the alarm user contact information maintained. Mail submission shall be to a local mailing address. • System shall track new permits and allow City-defined permit statuses, e.g. active, expired, and suspended or other statuses as defined in the alarm Ordinance. • System shall provide detailed invoices with the history of all false alarm dates and locations. • System shall provide the.City the ability to view payments online. - System shall maintain secure back-up program databases including alarm business, alarm system location and incident data; alarm-related financial transactions and accounts receivable information. 21 511 ATTACHMENT D PCI COMPLIANCE FOR THIRD-PARTY SERVICE CONTRACTOR (TPSP) ADDENDUM CONTRACTOR acknowledges it does not process, store, or transmit the City's customer cardholder data for online payments. Online payers are redirected from CONTRACTOR's website to a web portal of a "Service Provider" engaged by CONTRACTOR.This Service Provider processes, stores, and transmits cardholder data for online payments made to the City, CONTRACTOR only receives payment authorizations. Contractor • is responsible for ensuring Service Provider is PCI compliant in accordance with and consistent with guidelines established in the "Third-Party Security •Assurance" issued by the PCI Security Standard Council currently available at: ht!ps://www,pcisecuritystandards.org/documents/ PCI DSS V3 2 Third Party Security Assurance.Ddf On an on-going basis, Contractor is responsible for implementing new or updated guidelines related to third party security assurance issued by the PCI Security Standard Councit . Within 30 days of execution of this addendum, Contractor shall provide an Attestation of Compliance (AOC) of the Service Provider with scope verification that matches the type of service provided for online payments or other PCI compliance document as acceptable to the City. During the contract term,Contractor shall annually provide the AOC or other PCI compliance document related to the Service Provider acceptable to the City on the anniversary date of this addendum or the AOC renewal date whichever occurs earlier. 22 512 �► CERTIFICATE OF LIABILITY INSURANCE DATE 01/30/2019Y) 01/30/2019 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 SUBROGATIONIS 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 MARSH&MCLENNAN AGENCY LLC/PHSNAME: 46464042 PHONE (866)467-8730 FAX (888)443-6112 (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78265 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Hartford Lloyds Ins CO 39608 PMAM CORPORATION INSURER B: Hartford Fire and Its P&C Affiliates 00914 5430 LYNDON B JOHNSON FWY STE 370 INSURER C: DALLAS ,TX 75240-2683 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 NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTAN DING 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 ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE POLICY NUMBER LIMITS LTRINSR WVD MM DD YYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE-1OCCUR DAMAGE PREM SE TO RENTED occurrence)(Ea $300,000 X General Liability MED EXP(Any one person) $10,000 A X 46 SBA LX2968 10/06/2018 10/06/2019 PERSONAL&ADV INJURY $2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY❑PRO LOC PRODUCTS-COMP/OP AGG $4,000,000 JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2 000 000 (Ea accident) ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 46 SBA LX2968 10/06/2018 10/06/2019 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS r AUTOS (Per accident) UMBRELLA LIAB X OCCUR EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS- AGGREGATE $3,000,000 A MADE 46 SBA LX2968 10/06/2018 10/06/2019 DED X I RETENTION$ 10,000 WORKERS COMPENSATION PER X OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY Y/N E.L.EACH ACCIDENT $1,000,000 B PROPRIETOR/PARTNER/EXECUTIVE N/A 46 WEC DW8595 10/06/2018 10/06/2019 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory In NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below EMPLOYMENT PRACTICES Each Claim Limit $5,000 A LIABILITY 46 SBA LX2968 10/06/2018 10/06/2019 gg g A re ate Limit $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations.Please see Additional Remarks Schedule Acord Form 101 attached. CERTIFICATE HOLDER CANCELLATION Huntington Beach Police Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 2000 MAIN ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED A, ROVED S TO ORM IN ACCORDANCE WITH THE POLICY PROVISIONS. HUNTINGTON BEACH CA 92648-2702 AUTHORIZED REPRESENTATIVE <Z�ICHAf L (' TES L CQDLti izr�2> CITY OF HWj—*..'*T0N BEACH ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: - ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH & MCLENNAN AGENCY LLC/PHS P.M.A.M. CORPORATION POLICY NUMBER 5430 LBJ FREEWAY TOWER 3 SUITE 370 DALLAS TX 75240 SEE ACORD 25 CARRIER NAIC CODE SEE ACORD 25 EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The City, its officers, elected or appointed officials, employees, agents and volunteers are additional insureds per Additional Insured: Owners, Lessees, or Contractors; Scheduled Person or Organization Form SS4170 and Additional Insured: Owners, Lessees or Contractors; Completed Operations form SS4171, attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SS0008, attached to this policy. ACORD 101 (2014/01) ©2014 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD THE The Hartford Services Team HARTFORD An important message from The Hartford Thank you for selecting The Hartford for your business insurance needs. Sincerely, The Hartford Services Team Privacy Policy i Terms of Use i TheHartford.com This email was sent to:gailr@pmam.com Attached:CERTIFICATE OF INSURANCE(COI).Pdf You'll require Adobe®Reader in order to open PDF attachments. Download a free Adobe®Reader to your computer This email was sent by:The Hartford Financial Services Group, Inc. THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 January 30, 2019 Huntington Beach Police Department 2000 MAIN ST HUNTINGTON BEACH CA 92648-2702 Account Information: Contact Us Policy Holder Details : PMAM CORPORATION Business Service Center Business Hours: Monday- Friday (7AM -7PM Central Standard Time) Phone: (866)467-8730 Fax: (888)443-6112 Email: agency.se rvices6d)the ha rtford.com Website: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05