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HomeMy WebLinkAboutFlock Group Inc. - 2020-08-01 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND FLOCK GROUP INC. FOR INSTALLATION OF FLOCK SAFETY CAMERAS THIS AGREEMENT("Agreement")is made and entered into by and between the City of Huntington Beach,a municipal corporation of the State of California, hereinafter called"City,"and Flock Group Inc., a Georgia Company,hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of installation of flock safety cameras. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates, Jesse Mund who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 20-8777/233306 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Dollars($90,000) for one(1)year. b. Payment by City shall be made within thirty(30) days following receipt of proper invoice evidencing work performed,subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence/Wt U l'awes soon as practicable after the execution of this Agreement by City (the' ommencement Date") and terminate in one(1) year, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A"are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder,including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs,maps,memoranda, letters and other documents, shall belong to City,and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 20-8777/233306 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials,employees, agents, and volunteers fiom and against any and all claims, damages, losses,expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature,however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers,employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 20-8777/233306 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. if coverage is provided under a farm which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service, This policy shall name City,its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds,and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible"or any other similar form of limitation on the required coverage. 10, Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible"or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b, state that the policy is currently in force; and C. promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice; however, ten (10)days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 20-8777/233306 4 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (34) days written notice of termination. In such event,Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements, orally or otherwise, have been made by any party,or anyone acting on behalf of any party, which are not embodied herein. 20-8777/233306 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer,delegate,or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in Section 1 hereinabove)or to City as the situation shall warrant,or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service,to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Flock Group Inc. Attn: Lt. Christopher Nesmith Attn: Jesse Mund 2000 Main Street 1170 Howell Mill Rd.NW Unit 210 Huntington Beach, CA 92648 Atlanta, GA 30318 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 20-8777/233306 6 21. Section Headings The titles, captions,section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not inteipret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any.provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract,then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery,be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; 20-8777/233306 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age,national origin, ancestry,or disability, as defined and prohibited by applicable law,in the recruitment, selection,training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation,performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall,through the ternn of this Agreement, maintain all necessary licenses,permits,approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States,the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20-8777/233306 8 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof,each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not,in fact,held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations,inducements, promises,agreements or warranties,oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise,agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20-8777/233306 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of FLOCK GROUP INC. California By: City Manager Garrett Langley print name INITIATED AND APPROVED: ITS: (circle one)Chairma ED ice President AND Chief of Police By; APPROVED AS TO FORM: Garrett Langley e ITS: ,(circle on Secretary/ hief Financial Officer/Asst. �,,Ctty Attorney Secretary—Treasurer Date RECEIVE AND FILE: 7�Q City Clerk Date 20-87771233306 10 flock safety EXHIBIT A Statement of Work Installation of Flock Camera on exist ing.pg a orf1qgk--_uppfiL(Lp9je if required Flock Group Inc. Order Form Mount Pleasant,SC Police Department 836861337 Terms and Conditions for Flock Safety 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1. 1.1 "Authorized End User'shall mean any individual employees, agents,or contractors of Customer accessing or using the Services through the Web Interface,under the rights granted to Customer pursuant to this Agreement. 1.2"Customer Data"will mean the data, media and content provided by Customer through the Services. For the avoidance of doubt,the Customer Content will include the Footage. 1.3"Documentation"will mean text and/or graphical documentation,whether in a electronic or printed format,that describe the features,functions and operation of the Services which are provided by Flock to Customer in accordance with the terms of this Agreement. 1.4"Embedded Software"will mean the software and/or firmware embedded or preinstalled on the Hardware. 15"Flock IP"will mean the Services,the Documentation,the Hardware,the Embedded Software,the Installation Services,and any and all intellectual property therein or otherwise provided to Customer and/or its Authorized End Users in connection with the foregoing. 1.6"Footage" means still images captured by the Hardware in the course of and provided via the Services. 1.7"Hardware" shall mean the Flock Gate Cameras and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.The term "Hardware"excludes the Embedded Software. 1.8"Installation Services" means the services provided by Flock regarding the installation, placements and configuration of the Hardware, pursuant to the Statement of Work attached hereto. 1.9 "Services" means the provision,via the Web Interface,of Flock's software application for automatic license plate detection,searching image records, and sharing Footage. 1.10"Unit(s)"shall mean the Hardware together with the Embedded Software. 1.11 "Web Interface" means the website(s) or application(s)through which Customer and its Authorized End Users can access the Services in accordance with the terms of this Agreement. 2.SERVICES AND SUPPORT 21 Provision of Access.Subject to the terms of this Agreement, Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Service Term,solely for the Authorized End Users.The Footage will be available for Customer to access via the Web Interface for 30 days. Authorized End Users will be required to sign up for an account,and select a password and user name ("User ID"). Flock will also provide Customer the Documentation to be used in accessing and using the Services. Customer shall be responsible for all acts and omissions of Authorized End Users,and any act or omission by an Authorized End User which, if undertaken by Customer,would constitute a breach of this Agreement,shall be deemed a breach of this Agreement by Customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User's use of the Services,and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, including without limitation using a third party to host the Web Interface which make the Services available to Customer and Authorized End Users. Flock will pass-through any warranties that Flock receives from its then current third party service provider to the extent that such warranties can be provided to Customer. SUCH WARRANTIES,AS PROVIDED AS HONORED BY SUCH THIRD PARTIES,ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND FLOCK'S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION HOSTING THE WEB INTERFACE.Customer agrees to comply with any acceptable use policies and other terms of any third party service provider that are provided or otherwise made available to Customer from time to time. 2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Hardware by Flock; in each case,solely as necessary for Customer to use the Services. 2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Customer a non-exclusive, non-transferable right and license to use the Documentation during the Service Term for Customer's internal purposes in connection with its use of the Services as contemplated herein. 2.4 Usage Restrictions.Customer will not,and will not permit any Authorized End Users to, (I) copy or duplicate any of the Flock IP; (ii) decompile,disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted,or apply any other process or procedure to derive the source code of any software included in the Flock IP,or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter,tamper with or repair any of the Flock IP,or create any derivative product from any of the foregoing,or attempt to do any of the foregoing,except with the prior written consent of Flock; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove,obscure,or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Application IP; (vii) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;or (viii) assign, sublicense,sell, resell, lease, rent or otherwise transfer or convey,or pledge as security or otherwise encumber,Customer's rights under Sections 2.1,2.2,or 2.3. 2.5 Retained Rights;Ownership. As between the Parties,subject to the rights granted in this Agreement, Flock and its licensors retain all right,title and interest in and to the Flock I and its components,and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. 2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Flock IP if(i) Flock reasonably determines that (a) there is a threat or attack on any of the Flock I P; (b) Customer's or any Authorized End User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; or (e) any vendor of Flock has suspended or terminated Flock's access to or use of any third party services or products required to enable Customer to access the Flock IP (each such suspension, in accordance with this Section 2.6, a"Service Suspension"). Flock will make commercially reasonable efforts, circumstances permitting,to provide written notice of any Service Suspension to Customer(including notices sent to Flock's registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Application Service-as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized End User may incur as a result of a Service Suspension. 2.71nstallation Services. 2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise Customer on the location and positioning of the Units for optimal license plate image capture, as conditions and location allow. While Flock will provide advice regarding the location of positioning of such Units, Customer will have the ultimate decision regarding the location, position and angle of the Units (each Unit location so designated by Customer, a "Designated Location"). Due to the fact that Customer selects the Designated Location, Flock shall have no liability to Customer resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations. After an installation plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the installation plan driven by a Customer's request will incur a $250 charge in addition to any equipment charges.These changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling,changes to heights of poles. 2.7.2 Customer's Installation Obligations. Customer agrees to allow Flock and its agents reasonable access to the designated installation locations at all reasonable times upon reasonable notice for the purpose of performing the installation work (together with the preceding sentence, the"Customer Installation Obligations"). It is understood that the Installation Fees do not include any permits or associated costs, any federal, state or local taxes including property, license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use, or any other services performed in connection therewith and that Customer shall be solely responsible for the foregoing.Customer represents and warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. 2.7.3 Flock's Installation Obligations. The Hardware shall be installed in a workmanlike manner in accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable time from the time the Designated Locations are selected by Customer. Following the initial installation of the Hardware, Flock's obligation to perform installation work shall cease; however, Flock will continue to monitor the performance of the Units. Customer understands and agrees that the Services will not function without the Hardware. 2.7.4 Security Interest. The Hardware shall remain the personal property of Flock and will be removed upon the termination or expiration of this Agreement following a 28 day notice period.Customer agrees to perform all acts which may be necessary to assure the retention of title of the Hardware by Flock.Should Customer default in any payment for the Services or any part thereof, then Customer authorizes and empowers Flock to remove the Hardware or any part thereof. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Customer's default and Flock shall have the right to enforce any other legal remedy or right. 2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including,without limit, asbestos. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses incurred by Flock as a result of the discovery or presence of hazardous material or hazardous conditions shall be the responsibility of Customer and shall be paid promptly upon billing. 2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and of Services and may,from time to time,advise Customer on changes to the Services or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage.The work, its timing,and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations ("Monitoring Services"). Subject to the terms hereof, Flock will provide Customer with reasonable technical and on-site support and maintenance services ("on-Site Services") in-person or by email at hello@lflocksafety.com. Flock will use commercially reasonable efforts to respond to requests for support within two (2) business days.The resolution of support matters will depend on the nature of the specific request. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1 Customer Obligations.Customer agrees to provide Flock with accurate,complete, and updated registration information. Customer may not select as its User ID a name that Customer does not have the right to use,or another person's name with the intent to impersonate that person. Customer may not transfer its account to anyone else without prior written permission. Customer will not share its account or password with anyone,and must protect the security of its account and password. Customer is responsible for any activity associated with its account. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Customer will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Customer facilities and Customer equipment,as well as by means of assistance from Customer personnel,to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including,without limitation,any obligations with respect to Support Services or any Installation Services. 3.2 Customer Representations and Warranties.Customer represents,covenants,and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations,including but not limited to any laws relating to the recording or sharing of video, photo,or audio content.Although Flock has no obligation to monitor Customer's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 4. CONFIDENTIALITY; CUSTOMER DATA 4.1 Confidentiality. Each Party(the"Receiving Party') understands that the other Party (the"Disclosing Party') has disclosed or may disclose business,technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary information" of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features,functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via the Unit, including the Footage,to enable the provision of the Services,which includes but is not limited to geolocation information and environmental data collected by sensors built into the Units ("Customer Data'). The Receiving Party agrees: (€)to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information,and (€€) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock's use of the Proprietary Information may include processing the Proprietary Information to send Customer alerts,such as when a car exits Customer's neighborhood,or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public,or (b)was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party,or(d)was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof, (c) detect, prevent or otherwise address security,fraud or technical issues;or(d) protect the rights, property or safety of Flock,its users,a third party,or the public as required or permitted by law,including respond to an emergency situation.Customer hereby expressly grants Flock a non-exclusive, worldwide,perpetual, royalty-free right and license (during and after the term hereof)to disclose the Customer Data (inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only. Flock may store deleted Footage in order to comply with certain legal obligations but such retained Footage will not be retrievable without a valid court order. 4.2 Customer Data.As between Flock and Customer,all right,title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free,worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Flock to provide the Services to Customer,including without limitation the Support Services set forth in Section 2.9 above,and a non-exclusive, perpetual,irrevocable, worldwide, royalty-free,fully paid license to use, reproduce, modify and distribute the Customer Data as a part of the Aggregated Data (as defined in Section 4.4 below). As between Flock and Customer, Customer is solely responsible for the accuracy,quality, integrity, legality, reliability,and appropriateness of all Customer Data. 4.3 Feedback. If Customer provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder,Customer hereby assigns (and will cause its agents and representatives to assign) to Flock all right,title and interest (including intellectual property rights)with respect to or resulting from any of the foregoing. 4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including,without limitation, information concerning Customer Data and data derived therefrom). Customer acknowledges that Flock will be compiling anonymized and/or aggregated data based on Customer Data input into the Services (the"Aggregated Datd'). Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right and license (during and after the term hereof}to use and distribute such Aggregated Data to improve and enhance the Services and for other marketing,development,diagnostic and corrective purposes in connection with the Services and other Flock offerings. No rights or licenses are granted except as expressly set forth herein. S. PAYMENT OF FEES 5.1 Fees.Customer will pay Flock the first Usage Fee and the Installation Fee(the"Initial Fees") as set forth on the Order Form on or before the 30th day following successful installation.Customer shall pay the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable within thirty (30) days of each Payment Period. All payments will be made by either ACH,check,or credit card. S.2 Changes to Fees. Flock reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or any Renewal Term, upon sixty(60) days' notice prior to the end of such Initial Term or Renewal Term (as applicable)to Customer (which may be sent by email) at a %no higher than the applicable CPI index. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than sixty(60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Flock's customer support department.Customer acknowledges and agrees that a failure to contact Flock within this sixty(60) day period will serve as a waiver of any claim Customer may have had as a result of such billing error. 5.3 Invoicing, Late Fees;Taxes. Flock may choose to bill through an invoice, in which case,full payment for invoices issued in any given month must be received by Flock thirty(30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance,or the maximum permitted by law,whichever is lower, plus all expenses of collection,and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U,S.taxes based on Flock's net income. E. TERM AND TERMINATION 6.1 Term. Subject to earlier termination as provided below,the initial term of this Agreement shall be for the period of time set forth on the Order Form (the"fnitticrl Term"). Following the Initial Term,this Agreement will be renewed as agreed to by both parties through a Town issued Purchase Order. In the event that sufficient funding appropriations are not made by Town Council to pay the charges under the Contract it shall terminate without obligation to the Town. In such event,the Procurement Officer with the Town shall certify to Vendor that sufficient funds have not been made available to meet the obligations of this Purchase Order;and such certification shall be conclusive upon the parties. 6.2 Customer Satisfaction Guarantee.At anytime during the agreed upon term, a customer not fully satisfied with the service or solution may self-elect to terminate their contract. Self-elected termination will result in a one-time fee of up to $500 per camera to cover equipment removal costs. Upon self-elected termination,a refund will be provided, pro-rated.for any fees paid for the remaining Term length set forth previously. Self-termination of the contract by the customer will be effective immediately. Flock will remove all equipment at own convenience upon termination.Advance notice will be provided. 6.3 Termination. In the event of any material breach of this Agreement,the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty(30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors,or (iii) upon the other party's dissolution or ceasing to do business. Upon termination for Flock's breach, Flock will refund to Customer a pro-rata portion of the pre-paid Fees for Services not received due to such termination. 6.4 Effect of Termination. Upon any termination, Flock will collect all Units,delete all Customer Data,terminate Customer's right to access or use any Services, and all licenses granted by Flock hereunder will immediately cease.Customer shall ensure that Flock is granted access to collect all Units and shall ensure that Flock personnel does not encounter Hazardous Conditions in the collection of such units. 6.5 Survival.The following sections will survive termination:2.4,2.5,3,4,5 (with respect to any accrued rights to payment),6.5,74, and 8-9. 7. REMEDY; WARPANTY AND DISCLAIMER 7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"),Customer must first make commercially reasonable efforts to address the problem by contacting Flock's technical support as described in Section 2.9 above. If such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to, in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect. Flock reserves the right to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit; provided that such inspection and test shall occur within 72 hours after Customer notifies the Flock of defect. Flock agrees to replace cameras once at no cost to Customer in the event of theft or damage. Subsequent replacement due to damage or theft will be at Customer's own expense with a replacement cost of$300 per camera. Customer shall not be required to replace subsequently damaged or stolen units; however,Customer understands and agrees that functionality, including Footage,will be materially affected due to such subsequently damaged or stolen units and that Flock will have no liability to Customer regarding such affected functionality nor shall the Fees owed be impacted. 7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or Embedded Software in anyway that does not strictly comply with any applicable specifications, documentation,or other restrictions on use provided by Flock; (b) damage,alteration,or modification of the Hardware or Embedded Software in anyway;or(c) combination of the Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized by Flock. 7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance,either by Flock or by third-party providers,or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 7.4 Disclaimer.THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS CUSTOMER'S SOLE REMEDY,AND FLOCK'S SOLE LIABILITY,WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE, THE FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION,THE SERVICES AND INSTALLATION SERVICES ARE PROVIDED"AS IS"AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 8. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY FLOCK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS,AFFILIATES, REPRESENTATIVES,CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE,STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S REASONABLE CONTROL;OR (D) FOR ANY AMOUNTS THAT,TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEEDTHE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY,CUSTOMER SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES. 9. MISCELLANEOUS 9.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 92 Assignment.This Agreement is not assignable,transferable or sublicensable by Customer except with Flock's prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or in part, under this Agreement without consent. 9.3 Entire Agreement This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.This agreement is comprised of these revised terms and conditions as agreed to by the two parties,the Request for Informal Bids#1920-141-CM "Fully Hosted Automated License plate Reader System and Subscription",and Flock Safety's Bid. 9.4 Relationship. No agency, partnership,joint venture,or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Flock in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement,the prevailing party will be entitled to recover costs and attorneys'fees. 9.5 Notices.All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered;when receipt is electronically confirmed, if transmitted by facsimile or e-mail;the day after it is sent, if sent for next day delivery by recognized overnight delivery service;and upon receipt, if sent by certified or registered mail, return receipt requested. 9.6 Governing Law;Venue.This Agreement shall be governed by the laws of the State of South Carolina without regard to its conflict of laws provisions. The federal and state courts sitting in Charleston, South Carolina will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. 9.7 Publicity. Flock has the right to reference and use Customer's name and trademarks and disclose the nature of the Services provided hereunder in each case in Supplier business and development and marketing efforts, including without limitation on Flock's website with express permission from the Town. 9.8 Export; US Government Customers. Customer may not remove or export from the United States or allow the export or re-export of the Flock I or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce,the United States Department of Treasury Office of Foreign Assets Control,or any other United States or foreign agency or authority. As defined in FAR section 2.101,the Services,the Hardware,the Embedded Software and Documentation are"commercial items"and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be"commercial computer software"and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance,display,or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. CUSTOMER SERVICE Questions concerning these Terms or other requests or questions should be directed to the contact point specified at the end of these Terms. Flock Safety he I loCa�flocksa fety.com Exhibit B • Billing to occur annually • Teens are net 30 from Anniversary date • Invoicing occurs once cameras are installed for the first year. After the first year, invoicing will occur on the anniversary date. FLOCGRO-01 TMILLER ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDO(YYY1')9/18/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsoment(s). PRODUCER ,JACT Tiffany Miller The Complete Insurance Source,Inc P.O.Box 1299 AHc"No,Ert )371-8257 No):(770 ):(770 FAx )371-1999 (A C, Fayetteville,GA 30214 R-,T, .tiffany complete4nsurance.com INSURE S AFFORDING COVERAGE NAIL M INSURER A:Atlantic Specialty Insurance 27154 INSURED INSURER B: Flock Group Inc Dba Flock Safety INSURER C: 1170 Howell Mill Rd Northwest INSURER D: Atlanta,GA 30318 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. TN SR AOOL SUBR POLICY EFF POLICY EXP TR TYPE OF INSURANCE INSD VO POLICY NUMBER MM DDf YY MM/DD/VYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE I --I OCCUR x 11-01-72-03-0000 8/23/2020 8/23/2021 PDREMGETORiiNTE Once $ 100,000 MED EXP An one son $ 5,000 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY F jEn LOG PRO WCTS-COMP/OP AGG $ 2,000,000 OTHER. $ A AUTOMOBILE LIABILITY OM�BI tlE�D SINGLE LIMIT $ 1,000,000 X ANY AUTO 11-01-72-03-0000 8/23/2020 8/23/2021 BODILY INJURY Perperson) $ OWNED SCHEDULED AIURFOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY AUUTOS ONLDY PerOacGdem AMAGE $ A x UMBRELLA LIAB X OCCUR EACH OCCURRENCE g 5,000,000 EXCESS LIAB CLAIMS-MADE 11-01-72-03-0000 8/23/2020 8/23/2021 AGGREGATE $ 5,000,000 DED I I RETENTIONS 1 $ A WORKERS COMPENSATION XIP STATUTE �RH AND EMPLOYERS'LIABILITY Y I N ANY PROPRIETORIPARTNERIEXECUTIVE 06-04-69-96.0000 8/23/2020 812312021 $ 1,000,000 pFFICERv1EMBER EXCLUDED9 YO NIA EL_EACH ACCIDENT (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 if yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ A Errors&Omissions 760-01-07-88-0000 8/23/2020 8/2312021 (Aggregate 5,000,000 A InformationRisk Liab 760-01-07-88-0000 8/2312020 8123/2021 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS i LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) The City of Huntington Beach is additional insured when required by written contract perform VCG2070618. APPiiOVED AS TO FORM 4y1 M I1A@L E,GA S CITY ATTO RNEY __ _ _ C1'YY C1P HUNTINGTC7N BEA('H ___. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main St. Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE J);y'Ji". ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SCHEDULE 2 Effective 08/23/2020 ,this schedule forms apart of Policy No. 711-01-72-03-0000 (At the time stated in the policy) issued to FLOCK GROUP INC DBA FLOCK SAFETY Producer: SECURERISK by Atlantic Specialty Insurance Company Liability Coverage Part Declarations, ASC 00 05 01 98, Continued: Forms Applicable to the Liability Coverage Part: ASC 00 05 01 98 LIABILITY COVERAGE PART DEC CG 00 01 04 13 COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG 21 06 05 14 EXCL - ACCESS OR DISCLOSURE OF CONFIDENTIAL INFORMATION CG 21 47 12 07 EMPLOYMENT-RELATED PRACTICES EXCLUSION CG 21 67 12 04 FUNGI OR BACTERIA EXCLUSION CG 21 71 01 15 EXCL- OTHER ACTS OF TERRORISM; CAP ON CERTIFIED LOSSES IL 00 21 09 08 NUCLEAR ENERGY LIABILITY EXCL (n/a to NY or WA) OB CG INT 15 06 18 GLOBAL GENERAL LIABILITY ENDORSEMENT OB CG INT 24 06 18 EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES; CAP ON LOSSES FROM CERTIFED ACTS OF TERRORISM OB IL 006 06 17 UNINTENTIONAL ERRORS OR OMISSIONS OB INT 02 06 18 INTERNATIONAL TRAVEL ASSISTANCE SERVICES VCG 008 02 05 EMPLOYEE BENEFITS COVERAGE FORM - CLAIMS MADE VCG 100 10 98 LIABILITY SCHEDULE VCG 207 06 18 BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES VCG 282 07 09 EXCLUSION - PROFESSIONAL LIABILITY VCG 302 07 07 ABSOLUTE EXCLUSION-ASBESTOS LIABILITY VCG 340 02 12 EXCL-INTELLECTUAL PROPERTY AND UNFAIR TRADE PRACTICES ASC 00 11 01 98 Schedule 2 - LIABILITY FORMS LIST 3 0-33-0217 08/19/2020 CLE CPW PR 1 .000 ASC 00 11 01 98 POLICY SCHEDULE E-INSURED Page 1 of 1 Policy Number: 711-01-72-03-0000 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages.The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights,duties and what is and is not covered. A. Section I-Coverages 4. Incidental Malpractice by Employed 1. Expected or Intended Injury Physicians, Nurses, EMTs and Paramedics (Property Damage) 5. User of Covered Watercraft 2. Non-Owned Aircraft and 6. Newly Acquired or Formed Organizations Watercraft Under 55 Feet C. Section III-Limits of Insurance- 3. Broadened Property Damage- Aggregate Limit Per Location Rented Premises, Borrowed Equipment and D. Section IV-Commercial General Use of Elevators Liability Conditions 4. Personal and Advertising Injury Exclusions a. Insureds in Media and 1. Duties in Event of Occurrence,Offense, Internet Type Businesses Claim or Suit b. Electronic Chatrooms or Bulletin Boards 2. Waiver of Subrogation When Required by 5. Medical Payments- Written Contract or Agreement Increased Limits and Time Period E. Section V-Definitions 6. Product Recall Expense Coverage 7. Supplementary Payments- 1. Bodily Injury-Includes Mental Anguish Cost of Bail Bonds and Loss of Earnings 2• Coverage Territory-Worldwide 3. Mobile Equipment-Self-Propelled Snow B. Section 11-Who is an Insured Removal, Road Maintenance and Street 1. Broadened Named Insured Cleaning Equipment Less than 1,000 Pounds 2. Additional Insured-Broad Form Vendor Gross Vehicle Weight 3. Additional Insured-Written Contract, Agreement, Permit or Authorization A. Section I-Coverages 1. Expected or Intended Injury(Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I-Coverages- Coverage A-Bodily Injury and Property Damage Liability: This exclusion does not apply to"property damage"resulting from the use of reasonable force to protect persons or property. 2. Non-Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g.Aircraft,Auto or Watercraft of Section I-Coverages- Coverage A-Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a)of Section I-Coverages-Coverage A-Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and VCG 207 0618 includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 9 Copyright 2017,OneBeacon Insurance Group LLC E-INSURED c. The following is added to Paragraph b.(1)in Paragraph 4.Other Insurance of Section IV- Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3. Broadened Property Damage-Rented Premises,Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I-Coverages- Coverage A-Bodily Injury and Property Damage Liability: Paragraph(1)of this exclusion does not apply to"property damage"to real property you rent or temporarily occupy with permission of the owner. Paragraph (4)of this exclusion does not apply to"property damage"to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs(3), (4)and(6)of this exclusion do not apply to"property damage"arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6.of Section III-Limits Of Insurance: 6. Subject to Paragraph 5.above,the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of"property damage"to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations,that Limit will be$500,000, c. The following is added to Paragraph b.(1)of Paragraph 4.Other Insurance of Section IV- Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators,whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I-Coverages-Coverage B-Personal and Advertising Injury Liability: "Personal and advertising injury"committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting: or (2) Designing or determining content of web sites for others. However,this exclusion does not apply to Paragraphs 14.a., b.and c.of"personal and advertising injury"under the Definitions section. For the purposes of this exclusion,the placing of frames,borders or links,or advertising for you, is not by itself considered the business of advertising,broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2X Electronic Chatrooms Or Bulletin Boards of Section I- Coverages-Coverage B-Personal and Advertising Injury Liability: 'Personal and advertising injury"arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments-Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b)in Paragraph 1. Insuring Agreement of Section I- Coverage C-Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 9 Copyright 2017,OneBeacon Insurance Group LLC b. The following is added to Paragraph 7.of Section III-Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of$15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I-Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $50,000 Each Product Recall Limit $25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay"product recall expense'incurred by you or on your behalf for a "covered recall"to which this insurance applies.This insurance applies to "product recall expense"for a"covered recall"that takes place in the"coverage territory"and during the policy period. The amount we will pay for"product recall expense"is limited as described in Section III-Limits Of Insurance. We will only pay the amount of"product recall expense"in excess of the Each Product Recall Deductible shown in the Schedule above.You must pay the Each Product Recall Deductible for each"covered recall"that is initiated. b. The following is added to Section III-Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all"product recall expense"incurred for all"covered recalls"initiated during the policy period. Subject to the Product Recall Aggregate Limit,the Each Product Recall Limit shown in the Schedule above is the most we will pay for all"product recall expenses"arising out of any one"covered recall" for the same defect or deficiency. c. The following is added Section IV-Commercial General Liability Conditions: Duties In The Event Of"Covered Recall" 1. You must report a"covered recall"to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation,or incur any expense, other than for first aid,without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated"covered recall"that may result in"product recall expense": (a) Give us notice of any discovery or notification that"your product"must be withdrawn or recalled, including a description of"your product"and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product,as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect"your product"and take damaged and undamaged samples of"your products" for inspection,testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, swom proof of loss containing the information we request to settle the claim; and VCG 207 06 18 Includes copyrighted material of insurance Services Office,Inc.,with its permission. Page 3 of 9 Copyright 2017,One Beacon Insurance Group LLC (e) Permit us to examine any insured under oath,while not in the presence of any other insured,at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records.An insured's answers to the examination must be signed. d. The following are added to Section V—Definitions: "Covered recall"means a recall of"your product"made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product"has resulted in, or will result in, "bodily injury"or"property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements"and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried "employees"; (4) Expenses for hiring"temporary workers"; (5) Expenses incurred by"employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of"your product"if the disposal is necessary to avoid "bodily injury"or"property damage"and is other than regularly used to discard,trash or dispose of "your product". b. Does not include the following: (1) Damages,fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness,quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of"your product"that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew,or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of"your products"that have no known or suspected defect solely because a known or suspected defect in another of"your products"has been found. 7. Supplementary Payments—Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b.and 1.d.of Supplementary Payments—Coverages A and B in Section I—Coverages: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$250 a day because of time off from work. VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 9 Copyright 2017,OneBeacon Insurance Group LLC B. Section II—Who is an Insured 1. Broadened Named Insured Section II—Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured—Broad Form Vendor a. Section It—Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as"vendor")with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury"or"property damage"arising out of"your products"that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the"products-completed operations hazard"is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For"bodily injury or property damage for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless that the vendor would have otherwise been liable for such"bodily injury"or"property damage"in the absence of that contract or agreement; or (4) For"bodily injury"or"property damage"caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) Repackaging, except when unpacked solely for the purpose of inspection,demonstration, testing or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (d) Any failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) Products which,after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (I) In the course of repackaging "your products"in the original container after unpacking solely for the purpose of inspection,demonstration,testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of"your products"performed at the vendor's premises in connection with the sale of the product;or (iii)An inspection, adjustment,test or servicing of"your products"the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. The insurance afforded to such vendor under Paragraph a.above: (1) Applies only to the extent permitted by law; and. (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 08 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 9 Copyright 2017,OneSeacon Insurance Group LLC c. The following is added to Section III—Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement;or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of insurance shown in the Declarations. 3. Additional Insured—Written Contract,Agreement, Permit or Authorization a. Section 11—Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury", "property damage"or"personal and advertising injury"in the performance of your ongoing operations, and only until your operations are completed,for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury","property damage"or"personal and advertising injury"in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury","property damage" or"personal and advertising injury" in connection with premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a.above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the "bodily injury","property damage"or"personal and advertising injury"occurs;and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (1) The"occurrence"takes place after you cease to be a tenant in that premises;or (ii) The"bodily injury","property damage"or personal and advertising injury'arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (a) Person or organization if the"bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving,or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment,training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury"or"property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural,engineering or surveying services; or VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 9 Copyright 2017.OneBeacon Insurance Group LLC (f) "Bodily injury"or"property damage"occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work,on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or (ii) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a.above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract,agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4.Other Insurance of Section IV—Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a.and b.above,this insurance is primary to,and will not seek contribution from, any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured underthat other insurance; and (2) You have agreed in the contract,agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d)of Section II—Who Is An Insured: But an "employee"or"volunteer worker"employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1)in Paragraph 4.Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured"employee"or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic,whether such insurance is primary, excess, contingent or on any other basis. S. User of Covered Watercraft a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization who uses,or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury"to that person's or organization's"employee"; or b. "Property damage"to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 9 Copyright 2017,OneBeacon Insurance Group LLC b. The following is added to Paragraph b.(1)in Paragraph 4.Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of,or responsibility for use of,a watercraft covered by this policy,whether such insurance is primary, excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a.of Section II—Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III—Limits of Insurance—Aggregate Limit Per Location The following is added to Paragraph 2.of Section III—Limits Of Insurance: The General Aggregate Limit applies separately to each"location"of yours.As used in this provision, "location"means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. D. Section IV—Commercial General Liability Conditions 1. Duties in the Event of Occurrence,Offense,Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit of Section IV—Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or"suit",or send us documents concerning a claim or"suit", apply only if the"occurrence", offense,claim or"suit"is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer"or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence"or an offense that may result in a claim does not apply if you report the"occurrence"or offense to your workers` compensation insurer and that"occurrence"or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence"or offense is a liability claim rather than a workers' compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit of Section IV—Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8.Transfer of Rights of Recovery Against Others to Us of Section IV—Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work"included within the"products-completed operations hazard"if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the"bodily injury"or"property damage"occurs and requires you to waive your rights of recovery. E. Section V—Definitions 1. Bodily Injury—Includes Mental Anguish The following is added to Paragraph 3.of Section V—Definitions: "Bodily injury"includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory—Worldwide The following replaces Paragraph 4. of Section V—Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 9 Copyright 2017,OneBeacon Insurance Group LLC responsibility to pay damages must be determined in a settlement we agree to or in a "suit"on the merits brought within the United States of America(including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment—Self-Propelled Snow Removal,Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1)of Section V—Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance(other than construction or resurfacing)or street cleaning will be considered "mobile equipment"and not an "auto". VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 9 of 9 Copyright 2017,One Beacon Insurance Group LLC