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HomeMy WebLinkAboutFlock Group Inc. - 2024-07-01 (2) DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B 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.Q2. 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,Anton Benbalit 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. 23-13219/331587 1 DocuSign Envelope ID:1 F82CE66-B8E9-4B88-AC46-D65B13BD044B 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 Three Hundred Nineteen Thousand Nine Hundred Sixty Eight Dollars and Ten Cents 0319,968.10)for the term of the agreement. b. The City and Contractor mutually agree to a 5-year contract. The City will make annual payments. Should the City terminate the agreement as provided in Section 14 hereof,the Contractor shall not refund or:prorate any payment already made by City, nor shall the City be liable to pay for the remaining years of the Agreement. c. 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. d. Contractor shall be paid pursuant to the terns of Exhibit"B." 4: Term Time is of the essence of this Agreement. The services of Contractor are to commence July 1,2024, or as soon as practicable after the execution of this Agreement by City (the"Commencement Date")and terminate in five(5)years,unless terminated earlier in accordance with the provisions of this Agreement. Contract may 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 pp 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 23-13219/331587 2 DocuSign Envelope ID: 1 F82CE66-B8E9-4B88-AC46-D65B13BD044B 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. 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City,its officers, elected or appointed officials, employees,agents,and volunteers from 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 of 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 wiIlful 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 Iimits 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 seg. 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. Contiactor 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 damage 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 23-13219/331587 3 DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B injury and property damage, includingproducts/completed operations liability and blanket 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, the aggregate limit must be no less than One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form 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 fiom Contractor's defense,hold harmless and indemnification obligations as set forth in 23-13219/331587 4 { DocuSign Envelope ID: 1F82CE66-B8E9-4B88-AC46-D65B13BD044B 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. 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(30)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, and City agrees that it shall not be entitled to any refund of prepaid fees: 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,o:in addition to,the terms and conditions hereof,shall not bind of obligate Contractor or the City. Each party to this 23-13219/331587 5 DocuSign Envelope ID:1 F82CE66-B8E9-4B88-AC46-D65B13BD044B } 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. { 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 andvoid. 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. Julio Mendez Attn: Anton Benbalit 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. 23-13219/331587 6 DocuSign Envelope ID:1 F82CE66-B8E9-4B88-AC46-D65B13BD044B 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties.: 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 interpret,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 ofthe 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. 23=1 32 1 9/33 1 587 DocuSign Envelope ID:1 F82CE66-B8E9-4B88-AC46-D65B13BD044B 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; 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 term of this Agreement,maintain all necessary licenses,permits,approvals,waivers,and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States,the State of California,the City of Huntington Beach and all other governmental agencies. 23-13219/331587 8 a f DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD0448 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. 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 aim'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. 23-13219/331587 9 DocuSign Envelope ID: 1 F82CE66-B8E9-4B88-AC46-D65B13BD044B 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 corporatio tate of FLOCK GROUP INC. California ��Decualpn.a 1y By: 4►'rui 'MA1451039FMd28 Garrett Langley City Manager print name INI' D DAP RO D: ITS: (circle one)Chairman/PresidentNice President AND u:bM,,by: Chief of Police By: �� ` sue ' APPROVED AS TO O Ac6C031464c24Fa... Mark Smith print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. C. City Attorney Secretary—Treasurer Date ;•(• ?it( RECEIVE AND FILE: QSØ e6S44411444) City Clerk Date 23-13219/331587 10 DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Installation and maintenance of Flock Camera on existing pole or Flock-supplied pole if required. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: { C. CITY'S.DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 23-13219/331587 11 . DocuSign Envelope ID: 1F82CE66-B8E9-4888-AC46-065B13BD044B EXHIBIT"B" Payment Schedule(Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule:: SEE ATTACHED EXHIBIT B B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched_to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A. copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT' shall submit to CITY an invoice for:.each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement;.and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory: progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty(30)days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in,or has been brought { DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. DocuSign Envelope ID: 1 F82CE66-B8E9-4B88-AC46-D65B13BD044B EXHIBIT B DocuSign Envelope ID:021CF930•B11F-45A2-8C19-9A0399D951C1 fl' ocksafety Customer: CA-Huntington Beach PD Initial Term: 60 Months Legal Entity Name: CA-Huntington Bench PD Renewal Tenn: 24 Months Accounts Payable Email: IMendez@hbpd.org hbpd.org Payment Terms: Net 30 Address: 2000 Main St Huntington Beach,California Billing Frequency: Annual Plan-First Year invoiced at Signing. 92648 Retention Period: 30 Days Hardware and Software Products Annual recurring amounts oversubscription term Item Cost Quantity Total Flock Safety Platform S64,000.00 Flock Safety Flack OS FlockOS T"' Included I Included Flack Safety LPR Products Flock Safety Falcon® Included 22 Included Flock Safety Falcon®Flex Included 3 Included Professional Services and One Time Purchases Item Cost Quantity Total Doe Time Feu • Flock Safety Billing One-Time Credit -S3I.90 I -$31.90 Subtotal Year 1: S64,000.00 Annual Recurring Subtotal: S64,000.00 Discounts: S62,500.00 Estimated Tax: S0.00 Contract Total: S319,968.10 DocuSign Envelope ID:1F82CE66-B8E9=4B88-AC46-D65B13BD044B DocuSign Envelope ID:021CF930-B11F-.45A2-BC19-9A0399D951C1 *Fee Schedule After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the deployment plan ("Reinstalls") driven by a Customer's request will incur a fee per the table below. 1 What Services Incur Fees: • Requested relocations post-approval by customer • Relocations due to poor performance will be the responsibility of Flock o If:a customer requests a location against the advisement of Flock, performance issues and any requested relocations will be the responsibility of the customer. • Per the contract and absent a defect, in the event that Flock Hardware is lost, ` f stolen, or damaged, Customer may request that Flock replace the Flock Hardware at a fee according to the then-current Reinstall.policy https://www.flocksafety.com/reinstall-fee-schedule • Misc billables for out of scope items for each implementation Incurred Fees; I j • Camera relocation o Existing infrastructure (non-AC powered) $350 o Flock pole (non-AC powered) $750 o Advanced pole (non-AC powered) $5000 • Replacements o Camera only as a result of vandalism, theft, or damage - $800 o Pole replacement only as a result of vandalism, theft, or damage E. ■ Flock pole $500 ■ Advanced pole $5000 o Full replacement as a result of vandalism, theft, or damage ° • Flock pole, camera, and solar (non-AC Powered) $1300 a Advanced pole, camera, and solar (non-AC Powered) $5800 f I'ock safety 121 DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B Flock Safety+ CA - Huntington Beach PD Flock Group Inc. 1170 l-lo\veil Mill Rd,Suite 210 Atlanta,GA 30318 ;., MAIN CONTACT: Libby I indei's libby.landers@tlocksafcty.com flocksafct)r.cont 404-777-4113 4 Y r �i. Ii 1 , 1 1 • • � 1 I I1 Y 4 H H'ock safety DocuSign Envelope ID: 1 F82CE66-B8E9-4B88-AC46-D65B13BD044B ft ' ocksafety EXHIBIT A ORDER FORM Customer: CA-Huntington Beach PD Initial Term: 60 Months Legal Entity Name: CA-Huntington Beach PD Renewal Terns: 24 Months Accounts Payable Email: 1Mendez a hbpd.org Payment Terms: Net 30 Address: 2000 Main St Huntington Beach,California Billing Frequency: Annual Plan-First Year Invoiced at Signing. 92648 Retention Period: 30 Days Hardware and Software Products Annual recurring amounts over subscription tenn •14tg11' + +" - n.I 4�unnlih• l oval Flock Safety Platform • Flock Safety Flock OS FlockOS T'l Included I Included Flock Safely I.PR Products Flock Safety Falcon k Included 22 Included Flock Safety Falcon 10lien Included 3 Included Professional Services and One Time Purchases �ilNn: !(aril (0)if0ilillt lV;il lill }One'rime Fets Flock Safety Billing One-Time Credit -S3I.90 1 -S31.90 Subtotal Year 1: S64,000.00 Annual Recurring Subtotal: S64,000.00 Discounts: S62,500.00 Estimated Tao: S0.00 Contract Total: S319,968.10 Tares shown above are provided as an estimate.Actual taxes are the responsibility of the Customer.This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Forum(each,a"Renewal Terns')unless either Party gives the other Party notice of non-renewal at least thirty(30)days prior to the end of the then-current term. APPROVED AS TO FORM pNE8Y� MtC�GATES� CITYA"""'oN BEACH CITYOF HUNTINGT DocuSign Envelope ID: 1F82CE66-B8E9-4B88-AC46-D65B13BD044B Billing Schedule lus^�>��tlialt�i#� `41i1101,tgt,ito” Year 1 At Contract Signing S64,000.00 Annual Recurring after Year 1 S64,000.00 Contract Total S319,968.10 *Tax not included I)iSCOni1tS 10l14 Flock Safety Platform S62,500.00 Flock Safety Add-ons S0.00 Flock Safety Professional Services S0.00 DocuSign Envelope ID: 1 F82CE66-B8E9-4B88-AC46-D65B13BD044B Product and Services Description -(�Gl�;t'-���1s(411111�tltrt.'hillt.rul'� flieltrntrl tsvmCiltlltril )!adiLL+ An infrastructure-free license plate reader camera that utilizes Vehicle The'Tenn shall commence upon first installation and validation of Flock Flock Safety Falcon® Fingegttint°technology to capture vehicular attributes. Hardware. An infrastniclure-free,location-flexible license plate reader camera that The Perm shall commence upon execution of this Statement of Work. Flock Safety Falcon®Flex enables the Customer to self-install. (t71n,.i@it r�'llu:'. �rvanntviilaad tlHitti� Installation on existing One-time Professional Services engagement Includes site&safety assessment,camera setup&testing,and shipping&handling in accordance with infrastructure the Flock Safety Advanced Implementation Service Brief Professional Services-Standard One-time Professional Services engagement.Includes site and safety assessment,camera setup and testing,and shipping and handling in accordance Implementation Fee with the Flock Safety Standard Implementation Service Brief. Professional Services- One-time Professional Services engagement.Includes site&safety assessment,camera setup&testing,and stripping&handling in accordance with Advanced Implementation Fee the Flock Safety Advanced Implementation Service Brief FlockOS Features & Description Package: Essentials Itnr4:(o}•th4�tnt�c. Ut�.raaltn+aim Community Cameras(Full Access) Access to all privately owned Flock devices within your jurisdiction that have been shared with you. Unlimited Users Unlimited users for FlockOS State Network(LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network Nationwide Network(LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network. Direct Share-Surrounding Jurisdiction(hull Access) Access to all Flock devices owned by law enforcement that have been directly shared with you.Have ability to search by vehicle fingerprint,receive hot list alerts,and view devices on the map. Time&Location Based Search Search full,partial,and temporary plates by time at particular device locations License Plate lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle FingerprintT"technology.Access vehicle type,make,color,license plate state,missing/covered plates,and other unique features like bumper stickers,decals,and roof racks. Flock Insights/Analytics page Reporting tool to help administrators manage their LI'R program with device performance data,user and network audits,plate read reports,hot list alert reports,event logs,and outcome reports. Flock Safety's maps are powered by IiSRI,which offers the ability for 3D visualization,viewing of floor FSRI Based Map Interface plans,and layering of external GIS data,such as City infrastructure(i.e.,public facilities,transit systems, utilities),Boundary mapping(i.e.,precincts,county lines,beat maps),and Interior floor plans(i.e., hospitals,corporate campuses,universities) Real-Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom I lot Lists Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera DocuSign Envelope ID: 1 F82CE66-B8E9-4B88-AC46-D65B13BD044B By executing this Order Form,Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service located at https://www.flocksafety.com/terms-and-conditions The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP,INC. Customer:CA-Huntington Bect‘PD —Doeutigned by: �MtffU. By: `—AC C981454C2413... MarkAr 1ei;h Name: rE/C C. op ral counsel Title: elf/EF OF" Pb/_/G/ 2/27/2Q2ge: Date: Z/2712' PO Number: DocuSign Envelope ID: 1F82CE66-B8E9-41388-AC46-D65B13BD044B 11,1*,11 — 0 (4) 141 rill f"*"'A ell 1 ,' (r6 , ., c , '', (1/4( i f u/7 6:), Ill 2, [ I t( [1. 61, Fr, fi, •4,!1-*A .,) "44 i ° .A. •:',_.-.° ',4,4 ki , .,s:1' , ...., L ' c?..,-.:!V TERMS AND CONDITIONS 1.DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1. 1.1 "Anonymized Data" means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly. DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B 1.2 "Authorized End User(sr means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement. . 13 "Customer Data" means the data, media and content provided by Customer through the Services. For the avoidance of doubt,the Customer Data will include the Footage. 1.4. "Customer Hardware" means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the.Services. 1.5 "Embedded Software means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware. 1.6 "Flock Hardware" means the Flock device(s), which may include the pole, clamps, solar panel,installation components, and any other physical elements that interact with the Embedded Software and.the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda. 1.7"FlockIP' means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below). .. 18 "Flock Network End User(sr means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein. 1.9"Flock Services"means the provision of Flock's software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage. 1.10"Footage" means still images,video, audio and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services. 111 "Hotlist(sr means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s),vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult: t DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD0448 Alerts and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction. 112 "Installation.Services" means the services provided by Flock for installation of Flock Services. 1.13"Permitted'Purpose means for legitimate law enforcement purposes,including but not limited to the awareness, prevention, and prosecution of crime, investigations, prevention of commercial harm, to the extent permitted by law. 1.14 "Retention Period'means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda. 115 "Vehicle Fingerprint`"" means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers,decals, roof racks, and bike racks. 1.16"Web Interface" means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services,. 2.SERVICES AND SUPPORT 21 Provision of Access.Flock hereby grants to,Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the:Web Interface during the Term, solely for the Authorized End Users: The Footage will be available for Authorized End Users to access and download via the Web Interface for the data retention time defined on the Order Form ("Retention Period'). Authorized End.Users will be required to sign up for an account and select a password and username ("User ID").Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User.which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement 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 Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage), 2.2 Embedded Software License.Flock grants Customer a limited, non-exclusive,non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the DocuSign Envelope ID:1 F82CE66-B8E9-4B88-AC46-D65B13BD044B Embedded Software as it pertains to Flock Services,solely'as necessary for Customer to use the Flock Services. 2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at support@flocksafety.com (such services collectively referred to as "Support i Services')• f 2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or services to its agencies, the competitive strength of, or market for,Flock's products or services such platform or system's cost efficiency or performance, or. (ii)to comply with applicable law. - willnot diminish the Parties understand that. such upgrades are necessary from time to time and quality of the services or materially change any terms or conditions within this Agreement. 2.5 Service Interruption.Services may be interrupted in the event that: (a) Flock's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e)scheduled or emergency maintenance ("Service interruption"). Flock will make commercially reasonable efforts to provide written notice of' Service Interruption to Customer, to provide updates, and to any resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption 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 Interruption. To the extent that the Service Interruption is not causedby Customer's direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day): For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.. 2.6 Service Suspension.Flock mayy temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the Flock DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B 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) Customer has violated any term of this provision, including, but not limited to, utilizing.Flock Services for anything other than the Permitted Purpose;or (e) any unauthorized access to Flock Services through Customer's account ("Service Suspension"). Customer shall not be entitled to • any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service.Suspension was not caused.by Customer,the Term will be tolled by the duration of the Service Suspension. {{ 2.7 Hazardous Conditions.Flock Services do not contemplate hazardous materials, or other. hazardous conditions, including, without limit;asbestos, lead,toxic or flammable substances. 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. 3.CUSTOMER OBLIGATIONS 31 Customer Obligations.Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information.Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission,of flock..Authorized End Users shall not share their account username or password information and,must protect the security of the username and.password. Unless otherwise stated and defined in this Agreement,.Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer.Authorized End Users shall: only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as "Customer Obiigationsl.. DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B 3.2 Customer Representations and Warranties:Customer represents, covenants, and warrants that Customer shall use Flock 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 data, video, photo, or audio content. 4 DATA USE.AND LICENSING 4.1 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, irrevocable, worldwide license to use the Customer Data and perform all acts; as maybe necessaryfor Flock to provide the Flock Services; to Customer. Flock does not own and shall not sell Customer Data. 42 Customer Generated Data.Flock may provide.Customer with the opportunity to post, upload, display,publish, distribute, transmit, broadcast, or otherwise make available,messages, text, illustrations,files, images,graphics, photos, comments, sounds,music,videos, information, content, ratings, reviews,data,questions, suggestions, or other information or materials produced by Customer ("Customer Generated Datal. Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data: Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer's intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free,'license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data. 4.3 Anonymized Data.Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non- identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training.of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings.Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data. 5.CONFIDENTIALITY;DISCLOSURES \ i DocuSign Envelope ID:1F82CE66-88E9-4B88-AC46-D65B13BD044B 5.1 Confidentiality.To the extent required by any applicable public records requests, 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 includes non-public information provided by the Disclosing Party to the Receiving Party regarding features,functionality, and performance of this Agreement. The Receiving Party agrees: (i) 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•less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.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. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium),together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret. 5.2 Usage Restrictions on Flock IP.Flock and its licensors retain all right, title and interest in and to the Flock IP 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. Customer and Authorized End Users shall not (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; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing;(iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the.Flock IP DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B (v) remove,obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or FlockIP;(vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell,resell,lease, rent, or otherwise transfer, convey, pledge as security,or otherwise encumber,Customer's rights. There are no implied rights. 5.3 Disclosure of Footage. Subject to and during.the Retention Period, 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 comply with a legal process, enforce this Agreement,or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations. 6.PAYMENT OF FEES 61 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the,closing date on,the first invoice in which the error or problem appeared to receive an adjustment or credit Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days'prior written notice to Customer of the payment delinquency before exercising any suspension;right. 6.2 Notice of Changes to Fees.Flock reserves the right to change the fees for subsequent byti Renewal Terms providing sixty (60) days' notice (which`may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable). 6.3 Late Fees. If aY. mentis not issued to Flock by the due date of the invoice, an interest p penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter,until final payment is made. 6.4 Taxes. Customer is responsible for all taxes, bevies, or duties, excluding only taxes based on Flock's net income, imposed by taxing authorities associated with the order: If Flock has the legal obligation to pay or collect taxes,including amount subsequently assessed by a taxing authority,for which Customer is responsible, the appropriate amount shall be invoice to and paid DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B by Customer unless Customer provides Flock a'legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt: If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required. 7.TERM AND TERMINATION 7.1 Term.The initial term of this Agreement shall be for the period of time set forth on the Order Form (the"Terns'): Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term") unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then current term. 7.2 Termination.Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the 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.(30) day period ("Cure Period"). Either.Party may terminate this Agreement (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. In the event of a material breach'by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination. 73 Survival.The following Sections will survive termination: 1, 3, 5,6, 7, 8.3, 8.4, 9,'10.1 and 11.6. 8.REMEDY FOR DEFECT;WARRANTY AND DISCLAIMER 81 Manufacturer Defect.Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect), Customer must notify Flock's technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion,to repair or replace such Defect, provided"that.Flock shall conduct inspection or DocuSign Envelope ID:1 F82CE66-B8E9=4B88-AC46-D65B13BD044B testing within a commercially reasonable time, but no longer than seven(7) business days after Customer gives notice to Flock. 8.2 Replacements.In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https;//www.flocksafety:.com/reinstall-fee-schedule)."In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware,Customer understands and:agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware. 8.3 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 pperform 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. 84 Disclaimer.THE REMEDY DESCRIBED IN SECTION 81 ABOVE IS CUSTOMER'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY,WITH RESPECT TO DEFECTS.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 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. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED.BY THE.GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6. 8.5 Insurance.Flock will maintain commercial general liability policies to be provided as Exhibit B. 86 Force Majeure.Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited:.to acts of God, changes to law or 1. regulations, embargoes, war,terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes,floods, power blackouts, strikes, supply chain shortages of equipment or supplies, DocuSign Envelope ID:1F82CE66-B8E9.4B88-AC46-D65B13BD044B financial institution crisis, weather:conditions or acts of hackers, Internet service providers or any other third party acts or omissions. 9.LIMITATION OF LIABILITY;INDEMNITY 91 Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK, ITS 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, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F)FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE.TWELVE (12) MONTHS PRIOR TO THE ACTOR OMISSION THAT GAVE RISE TO THE . I LIABILITY,IN EACH CASE,WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION.11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,OR (II) INDEMNIFICATION OBLIGATIONS. 9.2 Responsibility. Each Party to this Agreement shall assume the responsibility:and liability for the acts and omissions of its own employees,officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees. 9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees,from liability of any kind, including claims, costs (including defense)and expenses, on account of: (i) any copyrighted material, patented or unpatented invention,articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to;property or person directly caused by Flock's installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents,. officers or employees. Flock's performance of this indemnity obligation shall not exceed the fees DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months. 10.INSTALLATION SERVICES AND OBLIGATIONS 10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the:exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this.Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer. agrees and understands that in the.event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock's discretion. 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. 10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the Event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location,Flock shall have final discretion to veto a specific location and will provide alternative options to Customer. 10.3 Changes to Deployment Plan.After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement,changes to heights of poles will incur a fee according to the reinstall fee schedule located at (httpsI/www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees. : 10.4 Customer Installation Obligations, Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide. ("Customer Obligations"). Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at DocuSign Envelope ID:1F82CE66-B8E9=4B88-AC46-D65B13BD044B the designated locations and to make any necessary inspections or maintenance in connection with such installation. 10.5 Flock's Obligations..Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock.may use a subcontractor or third party to perform certain obligations under'this agreement, provided that Flock's use of such subcontractor or third party Shall not release Flock from any duty or liability to fulfill Flock's obligations under this Agreement. 11.MISCELLANEOUS 111 Compliance with Laws.Parties shall comply with all applicable local,state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena reguest(s). 11.2 Severability.If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extentnecessary so that this Agreement will otherwise remain in full force and effect. • 11.3 Assignment.This Agreement is not assignable, transferable or sublicensable by either Party, without prior.consent. Notwithstanding the foregoing, either Party may assign this Agreement,without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity,or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction: 11,4'Entire Agreement This.Agreement;together with the Order Form(s),the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , 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. None of Customer's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected.Any mutually agreed upon purchase order is subject to these terms in the event of any conflict of terms found in this Agreement or any other terms and conditions,the terms of this Agreement shall prevail. Customer agrees that Customer's purchase DocuSign Envelope ID:1F82CE66-B8E9-4B88-AC46-D65B13BD044B is neither contingent upon the delivery of any future functionality or features nor,dependent upon any oral or written comments made by Flock with respect to future functionality or"feature. 11.5 Relationship.No agency, partnership,joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer. 11.6 Governing Law;Venue.This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer's prior written consent and the mutual execution by authorized representatives ("Special Terms''). To the extent that any terms of this Agreement are:inconsistent or conflict with the Special Terms,the Special Terms shall control. 11.8 Publicity.Flock has the right to reference and use Customers name and trademarks and disclose the nature of the Services in business and development and marketing efforts: 11.9 Feedback:If Customer or Authorized End User provides any suggestions, ideas, enhancement requests,feedback, recommendations'or other information relating to the subject matter hereunder, Customer or Authorized End User hereby assigns to Flock all right,title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing: • 1110 Export.Customer may not remove or export from the United States or allow the export or re-export of the Flock IP 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 Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section2101, the Services, the Flock Hardware and Documentation are"commercial items"and according to the Department of Defense Federal Acquisition Regulation ("DFAR") section 252.2277014(a)(1) and are deemed to be"commercial computer software"and "commercial computer software documentation:' Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of DocuSign Envelope ID:1F82CE66-BSE9-4B88-AC46-D65B13BD044B any system, or as critical technology as part of any Flock system, Consistent with DFAR section 2277202 and FAR section 12212, 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. 1111 Headings.The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections. 11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing. 11.13 Conflict.In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise: 1.1.14 Morality. In the event Customer or its agents become the subject of an indictment, contempt,scandal, crime of moral turpitude or similar event that would negatively impact or tarnish Flock's reputation Flock shall have the option to terminate this Agreement upon prior written notice to Customer. 11.15 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 email; 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. Al! notices will be provided to.the email or mailing address listed in the Order Form. 111.6 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations ° of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose, Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost. These Terms and Conditions are subject to change. DocuSign Envelope ID:1F82CE66-BSE9-4B88-AC46-D65B13BD044B { SOLUTIONS PRODUCTS COMPANY MEDIA SUPPORT Overview Neighborhood Overview: About Us : Press FAQs Safety HOA Board IPR Pricing Media Kit Contact Members Parking Lot 'Cameras Safety Careers Call Us: 1,- L.aw Flock 8G6-901- Enforcement School Safety Safety Refer Flock 1781 } Falcon() & Earn Commercial Organized $500 Sign In Businesses Retail Crinie Flock Safety Refer Your Community Healthcare Falcon I-I0A.Board Property Patient& Flex"' &Get$50. Managers Staff Safety Flock l<-12 Schools Real-time Safety Crime Center Falcone LR Higher Education Flock Safety Elected Falcon®SR Official/City Council Flock Safety Builders,/ Wing®l_PR Developers { DocuSign Envelope ID: 1F82CE66-B8E9-4B88-AC46-D65B13BD044B Improvement Flock 1 Districts Safety Sparrow® Flock Safety Ravens Flock Safety Condor Flock Safety Wings FlockOS° Community Camera Registry 2023 Flock Safety.All rights:reserved. . Tern18 of Service Privacy Policy Legal . i % 1"4:1'i" A�R� DATE(MM1DDlYYYY) CERTIFICATE OF LIABILITY INSURANCE 09/01/2023 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 endorsement(s). PRODUCER CONTACT MARSH RISK&INSURANCE SERVICES FAX PHNE FAX FOUR EMBARCADERO CENTER,SUITE 1100 (Arc.No.Ext): AID,Nol: CALIFORNIA LICENSE NO.0437153 E-MAIL SAN FRANCISCO,CA 94111 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIL II CN134017657--GAUWE-23.24 INSURER A:Travelers Property Casually Comps of America 25674 INSUREoFlock Group Inc INSURER B:The Charter Oak Fire Insurance Company 25615 DBA Flock Safely INSURER C: 1170 Howell Mill Rd NW INSURER D: Atlanta,GA 30318 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: SEA-003939022-02 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MMIDDIYYYY) IMMIODIYYYYy A X COMMERCIAL GENERAL LIABILITY X H-630-9W194831-TIL-23 08/23/2023 0823/2024 EACH OCCURRENCE $ 1,000,000 GE TO CLAIMS-MADE X OCCUR PREMISES(EaENTED occurrence) $ 1,000,000 MED EXP(Any one person) $_ 10,000 PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY I X I JECT LOC PRODUCTS-COMP/OP AGO $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY X 810-6T343696.23-13-G 08/23/2023 0812312024 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR X CUP-6T386924-23-I3 08/23/2023 08/23/2024 EACH OCCURRENCE S 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DEO X RETENTIONS 10,000 _ s A WORKERS COMPENSATION UB-6T346569-23.13-G 08123/2023 "0812312024 X PER 0TH- AND EMPLOYERS LIABILITY STATUTE ER ANYPROPRIETORIPARTNERIEXECUTIVE Y!N E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED7 I N I NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E,L.DISEASE-POLICY LIMIT S A Errors&Omissions(StR:$50,000) ZPL-91N55329-23-13 00232023 0823/2024 E&O Umil 5,000,000 A Cyber(SIR:$50,000) ZPL-91N55329-23-I3 08232023 082312024 Cyber Aggregate Limit 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attacked if more space is required) City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers APPROVED AS TO FORM Q.V — CU( MICHAEL E.GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION The City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main St. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Huntington Beach,CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Nand Ri44&Taauna(ree Set ea ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD i DocuSign Envelope ID:021CF930-B11F-45A2-BC19-9A0399D951C1 EXIIIBIT B INSURANCE Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents,representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than"A"and"VIP". Flock shall obtain and,during the term of this Agreement, shall maintain policies of professional liability(errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement: (i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars($1,000,000)per occurrence and Two Million Dollars($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage; (ii)Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars($10,000,000)per occurrence and Ten Million Dollars($10,000,000) in the aggregate; (iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars($5,000,000) per occurrence and Five Million Dollars($5,000,000) in the aggregate; (iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and DocuSign Envelope ID:021CF930-B11 F-45A2-BC19-9A0399D951 C1 (v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000). COMMERCIAL GENERAL LIABILITY POLICY NUMBER: H-630-9W194831-TIL-23 GENERAL PURPOSE ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - CONTINUED THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART AMENDING SCHEDULE OF CG 20 10 10 01 "ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION", NAME OF PERSON OR ORGANIZATION TO INCLUDE: NAME OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S) : THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTMENT OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS 200 MAIN STREET HUNTINGTON BEACH, CA 92648 CG T8 01 Page 2 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: H-630-9W194831-TIL-23 ISSUE DATE: 08-25-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: THE CITY OF HUNTINGTON BEACH (CONTINUED ON CG T8 01) 200 MAIN STREET HUNTINGTON BEACH CA 92648 (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section II —Who Is An Insured is amended to such work, on the project (other than ser- include as an insured the person or organization vice, maintenance or repairs) to be per- shown in the Schedule, but only with respect to formed by or on behalf of the additional liability arising out of your ongoing operations per- insured(s) at the site of the covered op- formed for that insured. erations has been completed; or B. With respect to the insurance afforded to these (2) That portion of "your work" out of which additional insureds, the following exclusion is the injury or damage arises has been put added: to its intended use by any person or or- 2. Exclusions ganization other than another contractor or subcontractor engaged in performing This insurance does not apply to "bodily in- operations for a principal as a part of the jury"or"property damage"occurring after: same project. (1) All work, including materials, parts or equipment furnished in connection with CG 20 10 10 01 ©ISO Properties Inc.,2000 Page 1 of 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: H-630-9W194831-TIL-23 GENERAL PURPOSE ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - CONTINUED THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART AMENDING SCHEDULE OF CG 20 37 07 04 "ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS", NAME OF PERSON OR ORGANIZATION TO INCLUDE: NAME OF ADDITIONAL INSURED PERSON(S) OR ORGANIZATION(S) : CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS LOCATION AND DESCRIPTION OF COMPLETED OPERATIONS: PER WRITTEN CONTRACT CG T8 02 Page COMMERCIAL GENERAL LIABILITY POLICY NUMBER: H-630-9w194831-TIL-23 ISSUE DATE: 09-07-23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF HUNTINGTON BEACH (CONTINUED ON CG T8 02) Location And Description Of Completed Operations SEE ON CG T8 02 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to in- location designated and described in the schedule of dude as an additional insured the person(s) or or- this endorsement performed for that additional in- ganization(s) shown in the Schedule, but only with sured and included in the "products-completed opera- respect to liability for "bodily injury" or"property dam- tions hazard". age" caused, in whole or in part, by"your work" at the CG 20 37 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 TRAVELERSJ� POLICY NUMBER: H-630-6T343807-TIL-22 EFFECTIVE DATE: 08-23-22 ISSUE DATE: 08-24-22 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS. IL TO 02 11 89 COMMON POLICY DECLARATIONS IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS IL T3 18 05 11 COMMON POLICY CONDITIONS-DELUXE IL TO 03 04 96 LOCATION SCHEDULE DELUXE PROPERTY DX TO 00 11 12 DELUXE PROP COV PART DECLARATIONS DX 00 03 07 94 DELUXE PROP COV PART SCHED-SPECIF LIMITS DX 00 04 11 12 TABLE OF CONTENTS - DELUXE PROP COV PART DX Ti 00 11 12 DELUXE PROPERTY COVERAGE FORM DX T1 01 11 12 DELUXE BI (AND EE) COVERAGE FORM DX T4 15 11 12 CRIME ADDITIONAL COVERAGE DX T4 16 11 12 TECH INDUSTRY DD AND COL EXTENSION DX T4 17 11 12 TECH INDUSTRY BI AND EE EXTENSIONS DX T3 01 11 12 CAUSES OF LOSS-EARTHQUAKE DX T3 02 11 12 CAUSES OF LOSS - BROAD FORM FLOOD DX T4 02 01 21 FEDERAL TERRORISM RISK INSURANCE ACT DIS DX 01 94 01 20 GA CHANGES COMMERCIAL GENERAL LIABILITY CG TO 01 11 03 COML GENERAL LIABILITY COV PART DEC CG TO 07 09 87 DECLARATIONS PREMIUM SCHEDULE CG TO 08 11 03 KEY TO DECLARATIONS PREMIUM SCHEDULE CG TO 34 02 19 TABLE OF CONTENTS - COM GEN LIAB COV CG Ti 00 02 19 COMMERCIAL GENERAL LIABILITY COV FORM CG D4 37 09 21 AOCB-LIMTD PERS AND ADV INJ LIAB-TECH CG D9 10 09 21 AMENDMENT OF INTELLECTUAL PROPERTY EXCL CG D2 03 12 97 AMEND-NON CUMULATION OF EACH OCC CG D4 17 02 19 XTEND END FOR TECHNOLOGY CG D4 21 07 08 AMEND CONTRAC LIAR EXCL-EXC TO NAMED INS CG D6 18 10 11 EXCL-VIOLATION OF CONSUMER FIN PROT LAWS CG Di 42 02 19 EXCLUSION-DISCRIMINATION EMPLOYEE BENEFITS LIABILITY CG TO 09 09 93 EMPLOYEE BENEFITS LIAB COV PART DEC CG TO 43 01 16 EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS CG T1 01 01 16 EMPLOYEE BENEFITS LIABILITY COV FORM IL T8 01 1093 PAGE: 1 OF 2 ,dow TRAVELERS.1 POLICY NUMBER: H-630-6T343807-TIL-22 EFFECTIVE DATE: 08-23-22 ISSUE DATE: 08-24-22 INTERLINE ENDORSEMENTS IL T3 68 01 21 FED TERRORISM RISK INS ACT DISCLOSURE IL T4 12 03 15 AMNDT COMMON POLICY COND-PROHIBITED COVG IL T4 14 01 21 CAP ON LOSSES FROM CERT ACTS OF TERRORIS IL T4 27 06 19 ADDITIONAL BENEFITS IL T4 40. 10 20 PROTECTION OF PROPERTY IL 00 21 09 08 NUCLEAR ENERGY LIAB EXCL END-BROAD FORM IL T9 16 08 14 GA CHANGES - CANCELLATION AND NONRENEWAL POLICYHOLDER NOTICES PN TI 89 06 99 JURISDICTIONAL INSPECTIONS NOTICE IL T8 01 1093 PAGE: 2 OF 2 COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage": the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft,"autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Of Each Section II — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy; (b) Any of the other insurance, whether (iii)Any risk retention group; or primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any other insurer has a duty to defend the insurer means a provider of other insurance. As insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends,we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance;and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office.Inc.with its permission. UMBRELLA d. That Extended Reporting Period the full policy period of this Excess Follow- endorsement is issued by us and made a Form And Umbrella Liability Insurance. This part of this policy. provision does not apply to the reduction or 3. Any Extended Reporting Period endorsement exhaustion of the aggregate limit or limits of for this insurance will not reinstate or increase such "underlying insurance" solely by the Limits of Insurance or extend the policy payments as permitted in Paragraphs 4.a.(1), period. (2) and (3) of COVERAGE A — EXCESS 4. Except with respect to any provisions to theFOLLOW-FORM LIABILITY of SECTION I — contrary contained in Paragraphs 1., 2. or 3. COVERAGES. As such policies expire, you above, all provisions of any option to purchase will renew them at limits and with coverage at an "extended reporting period" granted to you in least equal to the expiring limits of insurance. the "underlying insurance" apply to this If you fail to comply with the above insurance. requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay J. INSPECTIONS AND SURVEYS only to the extent that we would have paid had 1. We have the right but are not obligated to: you complied with the above requirements. a. Make inspections and surveys at any time; 2. The first Named Insured shown in the b. Give you reports on the conditions we find; Declarations must give us written notice of and any change in the "underlying insurance" as c. Recommend changes. respects: 2. Any inspections, surveys, reports or a. Coverage; recommendations relate only to insurability and b. Limits of insurance; the premiums to be charged. We do not make c. Termination of any coverage; or safety inspections. We do not undertake to d. Exhaustion of aggregate limits. perform the duty of any person or organization to provide for the health or safety of workers or 3. If you are unable to recover from any the public. We do not warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the "underlying insurance", Coverage A is not b. Comply with laws, regulations, codes or standards. invalidated. However, we will pay for any loss only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under this that "underlying insurance". insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, b. To sue us on this insurance unless all of its excess, contingent or otherwise. This provision terms have been fully complied with. does not apply to a policy bought specifically to 2. A person or organization may sue us to recover apply as excess of this insurance. on an agreed settlement or on a final judgment However, if you specifically agree in a written against an insured. We will not be liable for contract or agreement that the insurance provided damages that: to any person or organization that qualifies as an a. Are not payable under the terms of this insured under this insurance must apply on a insurance; or primary basis, or a primary and non-contributory b. Are in excess of the applicable limit of basis, then insurance provided under Coverage A insurance. is subject to the following provisions: An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 • UMBRELLA 1. This insurance will apply before any "other provide insurance in such country or insurance" that is available to such additional jurisdiction; or insured which covers that person or b. The furnishing of certificates or other organization as a named insured, and we will evidence of insurance in any country or not share with that "other insurance", provided jurisdiction in which we are not licensed to • that the injury or damage for which coverage is provide insurance. sought is caused by an "event"that takes place Q. PROHIBITED COVERAGE — TRADE OR or is committed subsequent to the signing of ECONOMIC SANCTIONS that contract or agreement by you. We will provide coverage for any loss, or 2. This insurance is still excess over any valid and otherwise will provide any benefit, only to the collectible "other insurance", whether primary, extent that providing such coverage or benefit excess, contingent or otherwise, which covers does not expose us or any of our affiliated or that person or organization as an additional parent companies to: insured or as any other insured that does not qualify as a named insured. 1. Any trade or economic sanction under any law or regulation of the United States of America; N. PREMIUM or 1. The first Named Insured shown in the 2. Any other applicable trade or economic Declarations is responsible for the payment of sanction, prohibition or restriction. all premiums and will be the payee for any R. REPRESENTATIONS return premiums. 2. If the premium is a flat charge, it is not subject By accepting this insurance,you agree: . to adjustment except as provided in Paragraph 1. The statements in the Declarations and any 4.below. subsequent notice relating to "underlying 3. If the premium is other than a flat charge, it is insurance"are accurate and complete; an advance premium only. The earned 2. Those statements are based upon premium will be computed at the end of the representations you made to us;and policy period, or at the end of each year of the 3. We have issued this insurance in reliance policy period if the policy period is two years or upon your representations. longer, at the rate shown in the Declarations, S. SEPARATION OF INSUREDS subject to the Minimum Premium. Except with respect to the Limits of Insurance, 4. Additional premium may become payable when and any rights or duties specifically assigned in coverage is provided for additional insureds this policy to the first Named Insured shown in the under the provisions of SECTION II —WHO IS Declarations, this insurance applies: AN INSURED. 1. As if each Named Insured were the only O. PREMIUM AUDIT Named Insured; and The premium for this policy is the amount stated in 2. Separately to each insured against whom Item 5. of the Declarations. The premium is a flat claim is made or"suit"is brought. charge unless it is specified in the Declarations as T. WAIVER OR TRANSFER OF RIGHTS OF adjustable. RECOVERY AGAINST OTHERS TO US P. PROHIBITED COVERAGE — UNLICENSED 1. If the insured has rights to recover all or part INSURANCE of any payment we have made under this 1. With respect to loss sustained by any insured in insurance, those rights are transferred to us a country or jurisdiction in which we are not and the insured must do nothing after loss to licensed to provide this insurance, this impair them. At our request, the insured will insurance does not apply to the extent that bring suit or transfer those rights to us and insuring such loss would violate the laws or help us, and with respect to Coverage A, the regulations of such country or jurisdiction. "underlying insurer",enforce them. 2. We do not assume responsibility for: If the insured has agreed in a contract or a. The payment of any fine, fee, penalty or agreement to waive that insured's right of other charge that maybe recovery against any person or organization, imposedon any we waive our right of recovery against that person or organization in any country or person or organization, but only for payments jurisdiction because we are not licensed to we make because of an "event" that takes place or is committed subsequent to the EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 • UMBRELLA execution of that contract or agreement by such SECTION VI—DEFINITIONS insured. A. With respect to all coverages of this insurance: 2. Reimbursement of any amount recovered will 1. "Applicable underlying limit"means the sum of; be made in the following order: a. The applicable limit of insurance stated a. First, to any person or organization for the policies of "underlying insurance" (including us or the insured) who has paid in the Schedule Of Underlying Insurance any amount in excess of the applicable limit subject to the provisions in Paragraphs of insurance; 4,a,(1), (2) and (3) of COVERAGE A — b. Next, to us;and EXCESS FOLLOW-FORM LIABILITY of c. Then, to any person or organization SECTION I—COVERAGES; and (including the insured and with respect to b. The applicable limit of insurance of any Coverage A. the "underlying insurer") that "other insurance"that applies. is entitled to claim the remainder, if any. The limits of insurance in any policy of 3. Expenses incurred in the process of recovery "underlying insurance will apply even if: will be divided among all persons or organizations receiving amounts recovered a. The "underlying insurer" claims the according to the ratio of their respective insured failed to comply with any term or recoveries. condition of the policy; or U. TRANSFER OF YOUR RIGHTS AND DUTIES b. The "underlying insurer" becomes UNDER THIS INSURANCE bankrupt or insolvent. 1. Your rights and duties under this insurance may 2. "Auto hazard" means all "bodily injury" and not be transferred without our written consent "property damage" to which liability insurance except in the case of death of an individual afforded under an auto policy of "underlying Named Insured. insurance" would apply but for the exhaustion 2. If you die, your rights and duties will be of its applicable limits of insurance. transferred to your legal representative but only 3. "Electronic data" means information, facts or while acting within the scope of duties as your programs stored as or on, created or used on, legal representative. Until your legal or transmitted to or from computer software representative is appointed, anyone having (including systems and applications software), proper temporary custody of your property will hard or floppy disks, CD-ROMs,tapes, drives, have your rights and duties but only with cells, data processing devices or any other respect to that property, media which are used with electronically V. UNINTENTIONAL OMISSION OR ERROR controlled equipment. The unintentional omission of. or unintentional error 4. "Event" means an "occurrence", offense, in, any information provided by you which we relied accident, act, error, omission, wrongful act or upon in issuing this policy will not prejudice your loss. rights under this insurance. However, this provision S. "Extended reporting period"means any period does not affect our right to collect additional of time, starting with the end of the policy premium or to exercise our rights of cancellation or period of your claims-made insurance, during nonrenewal in accordance with applicable which claims or "suits" may be first made, insurance laws or regulations. brought or reported for that insurance. W. WHEN LOSS IS PAYABLE 6. "Medical expenses" means expenses to If we are liable under this insurance,we will pay for which any Medical Payments section of any injury,damage or loss after: policy of Commercial General Liability 1. The insured's liability is established by: "underlying insurance"applies. a. A court decision; or 7. "Other insurance" means insurance, or the f b. A i reement between the claimant, funding of losses, that is provided by. through g the insured, any "underlying insurer" and us;and a, Another insurance company; 2. The amountwrtten oaf the "applicable underlying limit" or on behalf of: b. Us or any of our affiliated insurance or "self-insured retention" is paid by or on companies; behalf of the insured. c. Any risk retention group; Page 16 of 22 @ 2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 0716 TRAVELERS J ' WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 0313(00)-001 POLICY NUMBER: UB-6T346569-22-I3-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injuiy covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. • Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: 08-24-22 STASSIGN: PAGE 1 OF1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties,and what is and is not covered. A. Non-Owned Watercraft--75 Feet Long Or Less I. Blanket Additional Insured—Mortgagees, B. Who Is An Insured—Unnamed Subsidiaries Assignees, Successors Or Receivers C. Who Is An Insured—Employees—Supervisory J. Blanket Additional Insured—Governmental Positions Entities—Permits Or Authorizations Relating To D. Who Is An Insured—Newly Acquired Or Formed Premises Limited Liability Companies K. Blanket Additional Insured—Governmental E. Who Is An Insured—Liability For Conduct Of Entities—Permits Or Authorizations Relating To Unnamed Partnerships Or Joint Ventures Operations F. Blanket Additional Insured—Persons Or L. Medical Payments—Increased Limit Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation Required By Written Contract Or Agreement G. Blanket Additional Insured—Broad Form Vendors N. Contractual Liability—Railroads H. Blanket Additional Insured—Controlling Interest O. Damage To Premises Rented To You PROVISIONS A. NON-OWNED WATERCRAFT—75 FEET LONG is responsible for the use of a watercraft OR LESS that you do not own that is: 1. The following replaces Paragraph (2) of (1) 75 feet long or less;and Exclusion g.. Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I — property for a charge. COVERAGES — COVERAGE A — BODILY B. WHO IS AN INSURED — UNNAMED INJURY AND PROPERTY DAMAGE SUBSIDIARIES LIABILITY: The following is added to SECTION II— WHO IS (2) A watercraft you do not own that is: AN INSURED: (a) 75 feet long or less;and Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named (b) Not being used to carry any person or Insured in the Declarations is a Named Insured if: property for a charge; a. You are the sole owner of, or maintain an 2. The following replaces Paragraph 2.e, of ownership interest of more than 50% in, such SECTION II—WHO IS AN INSURED: subsidiary on the first day of the policy period; e. Any person or organization that, with your and express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance. CG D4 17 02 19 co 2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for"bodily injury" organization in writing to us within or"property damage" that occurred, or "personal 180 days after you acquire or form it; and advertising injury" caused by an offense b. Coverage A does not apply to "bodily committed: injury"or"property dama ge" that occurred a. Before you maintained an ownership interest before you acquired or formed the of more than 50%in such subsidiary; or organization; and b. After the date. If any. during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50%in such subsidiary. offense committed before you acquired or For purposes of Paragraph 1. of Section II—Who formed the organization. Is An Insured, each such subsidiary will be For the purposes of Paragraph 1.of Section II deemed to be designated in the Declarations as: —Who Is An Insured, each such organization a. A limited liability company; will be deemed to be designated in the Declarations as: b. An organization other than a partnership, joint a. A limited liability company; venture or limited liability company;or c. A trust; b. An organization, other than a partnership, joint venture or limited liability company; as indicated in its name or the documents that or govern its structure. c. A trust; C. WHO IS AN INSURED — EMPLOYEES — as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure. The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED — LIABILITY FOR SECTION II—WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIPS OR Paragraphs (1)(a), (b) and (c) above do not apply JOINT VENTURES to "bodily injury" to a co-"employee" white in the The following replaces the last paragraph of course of the co-"employee's"employment by you SECTION II—WHO IS AN INSURED: arising out of work by any of your "employees" No person or organization is an insured with who hold a supervisory position. respect to the conduct of any current or past D. WHO IS AN INSURED — NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FORMED LIMITED LIABILITY COMPANIES Named Insured in the Declarations. This The following replaces Paragraph 3. of SECTION paragraph does not apply to any such partnership II--WHO IS AN INSURED: or joint venture that otherwise qualifies as an insured under Section II—Who Is An Insured. 3. Any organization you newly acquire or form, F. BLANKET ADDITIONAL INSURED— PERSONS other than a partnership or joint venture, and OR ORGANIZATIONS FOR YOUR ONGOING of which you are the sole owner or in which OPERATIONS AS REQUIRED BY WRITTEN you maintain an ownership interest of more CONTRACT OR AGREEMENT than 50%, will qualify as a Named Insured if there is no other similar insurance available to The following is added to SECTION II— WHO IS that organization. However: AN INSURED: a. Coverage under this provision is afforded • Any person or organization that is not otherwise only: an insured under this Coverage Part and that you (1) Until the 180th day after you acquire have agreed in a written contract or agreement to or form the organization or the end of include as an additional insured on this Coverage the policy period,whichever is earlier, Part is an Insured,but only with respect to liability if you do not report such organization for"bodily injury"or"property damage"that: • in writing to us within 180 days after a. Occurs subsequent to the signing of that you acquire or form it; or contract or agreement;and (2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such Page 2 of 5 co 2017 The Travelers Indemnity Company.All rights reserved. CG D4 17 0219 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY agreement applies or the acts or omissions of performed at such vendor's premises in any person or organization performing such connection with the sale of "your operations on your behalf. products";or . The limits of insurance provided to such insured (6) "Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less. by or on behalf of such vendor. G. BLANKET ADDITIONAL INSURED — BROAD Coverage under thi s provision does not apply to: FORM VENDORS The followingis added to SECTION II —WHO IS a. Any person or organization from whom you have acquired "your products", or any AN INSURED: ingredient, part or container entering into, Any person or organization that is a vendor and accompanying or containing such products; that you have agreed in a written contract or or agreement to include as an additional insured on b. Any vendor for which coverage as an this Coverage Part is an insured, but only with additional insured specifically is scheduled by respect to liability for "bodily injury" or "property endorsement. damage"that: a. Occurs subsequent to the signing of that H. BLANKET ADDITIONAL INSURED — contract or agreement;and CONTROLLING INTEREST b. Arises out of "your products" that are 1. The following Is added to SECTION II—WHO distributed or sold in the regular course of IS AN INSURED: such vendor's business. Any person or organization that has financial The insurance provided to such vendor is subject control of you is an insured with respect to to the following provisions: liability for "bodily injury", "property damage" or"personal and advertising injury"that arises a. The limits of insurance provided to such out of: vendor will be the minimum limits that you a. Such financial control; or agreed to provide in the written contract or agreement, or the limits shown in the b. Such person's or organization's Declarations,whichever are less. ownership, maintenance or use, of b. The insurance provided to such vendor does premises leased to or occupied by you. not apply to: The insurance provided to such person or organization does not apply to structural (1) Any express warranty not authorized by alterations, new construction or demolition you or any distribution or sale for a operations performed by or on behalf of such purpose not authorized by you; person or organization. (2) Any change in "your products" made by 2. The following is added to Paragraph 4. of such vendor; SECTION II—WHO 1S AN INSURED: (3) Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration, premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED — then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS (4) Any failure to make such inspections, OR RECEIVERS adjustments, tests or servicing as The following is added to SECTION 11—WHO IS vendors agree to perform or normally AN INSURED: undertake to perform in the regular course of business,in connection with the Any person or organization that is a mortgagee, distribution or sale of"your products"; assignee, successor or receiver and that you have agreed in a written contract or agreement to (5) Demonstration, installation, servicing or include as an additional insured on this Coverage repair operations, except such operations Part is an insured, but only with respect to its CG D4 17 0219 r 2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office,Inc,with its permission. COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or construction, erection or removal of any of the receiver for "bodily injury". "property damage" or following for which that governmental entity has "personal and advertising injury"that; issued such permit or authorization: advertising a. Is "bodily injury" or "property damage" that signs, awnings, canopies, cellar entrances, coal occurs, or is "personal and advertising injury" holes, driveways, manholes, marquees, hoist caused by an offense that is committed, away openings, sidewalk vaults, elevators. street subsequent to the signing of that contract or banners or decorations. agreement; and K. BLANKET ADDITIONAL INSURED — b. Arises out of the ownership, maintenance or GOVERNMENTAL ENTITIES — PERMITS OR use of the premises for which that mortgagee, AUTHORIZATIONS RELATING TO OPER- assignee, successor or receiver is required ATIONS under that contract or agreement to be The following is added to SECTION II— WHO IS included as an additional insured on this AN INSURED: Coverage Part. Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions: are required by any ordinance, law, building code a. The limits of insurance provided to such or written contract or agreement to include as an mortgagee, assignee, successor or receiver additional insured on this Coverage Part is an will be the minimum limits that you agreed to insured, but only with respect to liability for"bodily provide in the written contract or agreement, injury", "property damage" or "personal and or the limits shown in the Declarations, advertising injury"arising out of such operations. whichever are less. The insurance provided to such governmental b. The insurance provided to such person or entity does not apply to: organization does not apply to: a. Any "bodily injury", "property damage" or (1) Any "bodily injury" or "property damage" "personal and advertising injury" arising out of that occurs, or any "personal and operations performed for the governmental advertising injury" caused by an offense entity:or that is committed, after such contract or b. Any "bodily injury' or "property damage" agreement is no longer in effect;or included in the "products-completed (2) Any "bodily injury", "property damage" or operations hazard". "personal and advertising injury' arising L. MEDICAL PAYMENTS—INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7. of SECTION construction or demolition operations III—LIMITS OF INSURANCE: performed by or on behalf of such mortgagee, assignee, successor or 7. Subject to Paragraph 5. above, the Medical receiver. Expense Limit is the most we will pay under Coverage C for all medical expenses J. BLANKET ADDITIONAL INSURED — because of "bodily Injury" sustained by any GOVERNMENTAL ENTITIES — PERMITS OR one person, and will be the higher of: AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II— WHO IS a. $10,000;or AN INSURED: b. The amount shown in the Declarations of Anygovernmental entitythat has issued apermit this Coverage Part for Medical Expense Limit. or authorization with respect to premises owned M. BLANKET WAIVER OF SUBROGATION or occupied by, or rented or loaned to. you and that you are required by any ordinance, law, The following is added to Paragraph 8., Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV — COMMERCIAL GENERAL Part is an insured,but only with respect to liability LIABILITY CONDITIONS: for"bodily injury", "property damage" or"personal If the insured has agreed in a contract or and advertising injury" arising out of the agreement to waive that insured's right of existence, ownership, use, maintenance, repair, recovery against any person or organization, we Page 4 of 5 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 17 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured organization, but only for payments we make contract" in the DEFINITIONS Section is because of: deleted. a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b. "Personal and advertising injury" caused by damage"in the DEFINITIONS Section: an offense that is committed; "Premises damage" means"property damage"to: subsequent to the execution of the contract or a. Any premises while rented to you or agreement. N. CONTRACTUAL LIABILITY—RAILROADS temporarily occupied by you with permission of the owner;or 1. The following replaces Paragraph c. of the b. The contents of any premises while such definition of "insured contract" in the premises is rented to you. if you rent such DEFINITIONS Section: premises for a period of seven or fewer c. Any easement or license agreement; consecutive days. CG D4 17 02 19 ©2017 The Travelers indemnity Company.All rights reserved. Page 5 of 5 includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 0216 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with Its permission.