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Complete Paperless Solutions LLC; 2024-12-05;
City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR LASERFICHE PROFESSIONAL SERVICES COMPLETE PAPERLESS SOLUTIONS LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Complete Paperless Solutions, LLC, a California limited liability company, ("Contractor"). RECITALS City requires the professional services of a consultant that is experienced in the development of complex Laserfiche workflows and Laserfiche forms configuration. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year from the date first above written. Upon mutual agreement, the parties may execute an amendment to extend the Agreement term for one additional (1) year term or parts thereof to ensure completion of the Services, but will be at no additional cost over the compensation identified in Section 3 “Compensation.” 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed six thousand one hundred and twenty-five dollars ($6,125). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/5/2024 Page 2 If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Maria Callander Name Jamie Dunn Title IT Director Title VP of Sales Department Information Technology Address 5130 E La Palma Ave #206 City of Carlsbad Anaheim, CA 92807 Address 1635 Faraday Ave Phone No. 760-419-3446 Carlsbad, CA 92009 Email Jdunn@cps247.com Phone No. 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 6/5/2024 Page 3 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ܈ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California regardless of conflict of laws principles. Contractor agrees and stipulates that the proper venue and jurisdiction for City Attorney Approved Version 6/5/2024 Page 4 resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// /// /// /// /// /// /// /// /// /// 18. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. City Attorney Approved Version 6/5/2024 Page 5 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Complete Paperless Solutions, LLC, a California limited liability company By: By: (sign here) IT Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Senior Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney j~ R.. ·-W,t:-W,jAA, City Attorney Approved Version 6/5/2024 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE The city is working to complete an agenda management solution that utilizes Laserfiche forms and workflows. To complete the agenda management solutions, the contractor will provide professional services to complete the following tasks/outstanding items: Task Hours Add meeting minutes to meeting packet 36 Generate meeting agendas for other governing bodies 10 Adjust margins for City Manager’s recommendation on agenda 2 Modify Item Ready for Your Review E-mail 1 Add a new section to the agenda for board and commission appointments 12 Large files 14 Contingency 10 Total Hours 85 Less Priority Support Hours -50 Total Billable Hours 35 Cost per hour $175 Total Cost $6,125 Add Meeting Minutes to Meeting Packet The city’s existing meeting agendas and meeting packets, include meeting minutes from prior meetings. The agenda management workflows needs to be configured to: x allow for the upload of meeting minutes x the addition of the meeting minutes to an Approval of Minutes section of the agenda generated by the Generate Agenda workflow and x the addition of the actual minutes files to the meeting packet generated by the Compile Meeting Packet workflow. CALL TO ORDER: ANNOUNCEMENT 0,:: CONCURRENT MEETINGS: City Council ts ser'Ving as the Cadsbad Munldpat Wate, Olstdct Board of Olrectofs on Consent Calendaf Item No. S. PUOGE OF ALLEGIANCE: APPROVAL OF MINUTES: Minutes of the Regulaf Meeting Held on May 14, 2024 Minutes of the Regular Meeting Held on May 21, 2024 Minutes of the Sp,eclal Meeting Held on June 11, 2024 Minutes of the Regular Meeting Held on June 11, 2024 Minutes of the Regular Meeting Held on June 18, 2024 PRESENTATIONS: None. PUBLIC REPORT OF ANY ACTION TAKEN IN CLOSED SESSION: PUBLIC COMMENT: The Brown Act ollows Ol)y member of the pub/le to commeflt on jcems not on the ogendo, p,¥>vlded remorks ore confined to matters within the City Council's subject matter Judsdic-tion. Please treat others with courtesy, dvl/ity, ond res~cr. Members of the public moy potticlpote in th~ meetl,,a bv submitl/1'0 commetlts os tJtovlded on the front oooe of this ooendo. The CltvCou1'cll will teul\le City Attorney Approved Version 6/5/2024 Page 7 Generate Meeting Agendas for Other Governing Bodies The intent is for the workflow to generate meeting agendas and meeting packets for any governing body. As they are currently configured, the existing agenda management workflows only create agendas and meeting packets for city council meetings. If a meeting is created for another governing body, such as the planning commission, and items uploaded to the agenda for the planning commission meeting, the Generate Agenda workflow creates an agenda for a city council meeting and not a planning commission meeting. Need to modify the workflows to generate agendas and meeting packets based on the governing body. Adjust Margins for City Manager’s Recommendation on Agenda The agenda generated by the Generate Agenda workflow needs to be modified to adjust the margins of the city manager’s recommendations to match the alignment shown below. Modify Item Ready for Your Review E-mail The existing e-mail that notifies a user that there is an item ready for review has an invalid CLICK HERE TO REVIEW text that needs to be removed. Add a New Section to the Agenda for Board and Commission Appointments Modify the agenda template used by the Generate Agenda workflow to add a section below the Consent Calendar for Boards and Commission Member Appointments. Modify the agenda item submission form and associated workflow to allow for the creation of agenda items and supporting documents related to appointments. 7. TRAFFIC SAFETY AND MOBIUlYCDMMISSION WORK PLAN FOR FISCAL YEAR 2024•2S-Adloptlon ofa resolution approving the Traffic Safety and Mobility Commtsslon Work Plan for flscal year 2024-25. (Staff contact: Nathan Schmidt, 1Psublic Works Department) Oty Manager's Recommendation: Adopt the resolution. 07/17/2024; Planning Commission; Regular Session; 5:00 PM -Item Ready for Your Review A, noreply_AgendaManagement@c.arlsbadca.gov • To Doug Kappel [ Q I (, Reply I <~ ReplyAII I ➔ Fo~a,d J [!] □ Tue 7/23/202410:29AM Rtttnt1on Policy Carlsbad Email Retention (2 years} Expires 7/23/2026 An item for the 07/17/2024; Planning Commission; Regular Session; 5:00 PM titled SOP 2023-0014 (DEV2023-0078) -CARLSBAD VILLAGE MIXED USE: is ready for your review to move on in the process. CLICK HERE TO REVIEW Click here to open this task in Forms. City Attorney Approved Version 6/5/2024 Page 8 Large Files Since there is a size limitation on attachments that are uploaded to a Laserfiche form, the Compile Staff Report workflow needs to include files located in other locations in the Laserfiche repository. The location of the file will be identified on the Agenda-Manager form. Any work completed as part of this agreement will support further expansion of the agenda management workflow processes such as moving final documents to their respective locations as permanent records in the repository. Contractor will provide updated technical documentation reflecting their work including changes made to existing or the creation of new workflows. BOARD AND COMMISSION MEMBER APPOINTMENTS: 7. MAYORAL APPOINTMENT OF TWO MEMBERS TO THE UBRARY BOARD Of TRUSTEES -1) Adoption of a resolution appointing one member to the Library Board of Trustees; and 2) Adoption of a n!solutlon appointing one member to Lhe Library Boa,d of Trustees. (Stall contact'. Tammy McMinn, C,ty ae,I< Department) Oty Man,-ger's Recommendation.: Adopt Lh.e resolutions. 8. MAYORAL APPOINTMENT OF THREE MEMBERS TO THE BEACH PRESERVATION COMMISSION -11 Adoptoon of a resolution appointing one member to the Beach PrMervatlon Commission; and 2) Adoption of a resolution appointing one member 10 the Beach Ptes<!rvatlon Commission; and 3) Adoptlon of a ,.,solution appointing one member to the Buch Preservation Commission. (Stall con lad:: Tammy McMinn, City Clerk D"partment) Oty Man,-ger's Recommendation: Adopt the resolutions. File Upload Item Type.,,. I Staff Report File Upload* upload You have reached the maximum file limit: 1. 1. Report on City Investments as of July 31, 2024, Meeting Date Sept.. 65.27KB Item Type'k I Exhibit Does the item exist in Laserfiche?" @ Yes O No Enter Link Below j httQs:/lcityrecordsstage.city. carlsbadca.gov/laserfiche/Brows I Exhibit Number* Is this an Ordinance or Resolution? O Yes O No ( Add Another Item ) - X X X 12/05/2024 Robert Harris Insurance Agency, Inc. Lic. #0216736 3150 Bristol St., Suite 200 Costa Mesa CA 92626 Arlene Rhodes (714) 619-4480 (714) 619-4481 arlene@reharris.com Complete Paperless Solutions LLC 5130 E La Palma Ave Ste 206 Anaheim CA 92807-2078 Travelers Casualty Insurance Co of America 19046 The Travelers Property Casualty Co of America 25674 Hartford Casualty Ins. Co.29424 Lloyds of London Houston Casualty Company 24-25 Master Cert A Y 6808B847614 06/23/2024 06/23/2025 2,000,000 300,000 5,000 2,000,000 4,000,000 4,000,000 A BA0Y748983 06/23/2024 06/23/2025 1,000,000 B CUP0Y937051 06/23/2024 06/23/2025 1,000,000 1,000,000 C Y 72WECZX9262 06/23/2024 06/23/2025 1,000,000 1,000,000 1,000,000 D Errors and Omissions Claims Made Policy ESM1039973728 06/23/2024 06/23/2025 Each Claim Aggregate $2,000,000 Each Claim Deductible $10,000 City of Carlsbad is named as an additional insured as their interest may appear but only if by written contract with the named insured prior to an occurrence and subject to all policy terms and conditions. City of Carlsbad 1635 Faraday AVe Carlsbad CA 92009 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY ACORD® I ~ I X I [81 f-- f-- ~ □ □ X f--~ f--f--X X X ~ f-- I I XI I I □ ~~ I -= a·~ c ~ ,/1f, , C :) Complete Paperless Solutions LLCRobert Harris Insurance Agency, Inc. 25 Certificate of Liability Insurance: Notes Carrier E- Cyber Liability - Houston Casualty Company - Policy # H23NGP214957-02 Limit $2,000,000 - Effective 06/23/2024 to 6/23/2025 06/23/2024 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: I POLICY# 68081847614 COMMERCIAL GENERAL LIABILfTV THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the fulawing: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coveqge. However. coverage for any injury. damage or medical expenses descrl>ed in any of the provisions d this endorsement may be excluded or limited by another endorsement to this Coverage Part. and these coverage broadening provisions do nat apply to the e>Clent lhat c:average Is excluded or Mmlted by such an endorsemenl. The fallowing lsting Is a general coverage desc~ion only. Read al the provisions of this endorsement and the reSI of your polcy careMy IO detennine rights. duties, and what is and is not covered. A. Norl·Owned Watercraft -75 Feet Long Or Less B. Who Is An Insured-Unnamed Subsidiaries C. Who IS An IMured -Employees -Superviso,y Positions D. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured -Liability For Conduct Of Umamed Partnerships Or Joint Venlures F. Blanket Additional Insured -Persons Or Organizations For Vow Ongoing Operations As Required By Written Contract Or AWeemenl G. Blankee Additional Insured -Broad Form Vendors H. Blanket Additional Insured -Controlling Interest PROVIStoNS A. NON-OWNED WATER CRAFT-75 FEET LONG OR LESS 1. The folowing replaces Paragraph (2) of Emusion 9.. Aircraft. Auto Or Walan:raft, In Paragraph 2. of SECTION I - COVIAAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABLITY: (2) A watercraft you do not awn that is: [a) 75 feel long or less: and (b) Not being used lo cany any person or property fur a charge; 2. The following replaces Paragraph 2.e. of SECTION I -WHO IS AN INSURED: e. Any pe,son or organization that. wlh your express or Implied consent, either uses or I, Blanket Additional lnsur.t -Mortgagees. Assignees, Successors Or Receivers J. Blankel Additional Insured -Governmental Entities -Permits Or Authorizations Relaling To Premises K. Blanket Ack&ional Insured -Governmental Entities -Permits Or Authorizations Relating To Operations L-Medical Payme,a -Increased Linil M. Blai'llcet waiver Of 5.mrogation N, Contractual Uabillty -Railroads o. oamage To Premises Rered To Yau is resi,onS1'ble for the used a waten:raft that you do not own thal is; (1) 75 feet long or less; and (2) Not being used to CJllfY any person or property for a charge. 8. WHO 15 AN INSURED -UNNAMED SUBSIDIARIES The fc,lgwing Is added lO SEC110N I -WHO IS AN INSURED: Any of your subsldaries, oeher than a pa,tnershlp or joint venture, that Is not shown as a Named Insured in the Dedarations Is a Named Insured if: L You are lhe sole owner of, or maintain an ownership interest d more than ~ in, such subsidiary on the first day of the polky period; and b. Such subsiclary Is not an insll'ed under similar Olher insurance. CG D,t17D211 0201711le TfNllers lndefflnltr eom,.n,. Al rtghta ....,__ lncludll cap,righlld n1llerllll afllllutMCt Servfall Olllce, Inc.. wlll II ,-nilllol'I. Page 1 of 5 COMMEROAL GENERAL LIABILITV No such subsidiary is an insured for "'bodily lr\ju,y' ar •property damage• lhal cx:curred. ar -personal and advertising i~ caused by an offense committed: a. Before you maintained an ownenhip interest d more than 50% In such subsidiary. or b, After the dale, if any. during the poticy period that yau no longer maintain an ownership Interest d more than 50IKi in such subsidiary. For purposes of Paragraph,. of section 11-Who Is An lnslftd. each such subsldialy will be deemed to be designated in the Declarations as: •· A Mmlted llabillty company; b. An organization other than a partnership, joint venlure or lmited Uabilily company. ar c. A trust. as indicated in Its name or the documents that govern ils strucwre. C. WHO IS AN INSURED -EMPLOYEES - SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) al SECTIO N N -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c:) above do not appy to "bodRy injwy" to a co-•emp1oyee• while In the course of the co-"emplayee's" employment by you arising out of work by any d your "employees• who hakl a supervlscxy position. D. WHO IS AN INSURED -NEWLY ACQUIRED OR FOR MED LIMITED LAIBLITY COMPANIES The following replaces Paragraph l. of SECTION U -WHO IS AN INSURED: 3. Any organization you newly acquire or form, Olher than a partnership or jolnl ventlft, and of which you are the sole owner or in which you maintain an ownership interest of more lhan SO'Mi, wiU qualify as a Named Insured if there is no other similar insurance aW111abre to that organization. Howe.Yer: •· Coverage under ttis provision is afforded only: Page 2 of 5 (1) Until the 1801h day after you acquire or form the organization or the end d the policy period, whichever Is earlier, if you do not report such organization m writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when thal dale Is later than 180 days after you acquire or rorm such arganizallon, f you report such organization in writing to us within 180 days after you acquire orfonn it; b. Coverage A does not apply to "bodily injlJry" or •property damage• that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising in)wy'' arising out of an offel'ISe commlted before you acquired or fanned the organization. For lhe purposes of Paragraph 1. of Section I -Who Is An Insured, each such organization wiH be deemed la be designated in the Declarations as: L A linited liablity company; b. An organizatkJn, other than a partnership, Joint vemire rx limited fiabilily company: or c. A trust; as indicated in its name or the documents that govem its structure. E. WHO IS AN INSURED -LAIBILTY FOR CONDUCT OF UNNAMED PARTNERSHIP SOR JOINT VENTURES The following replaces the last paragraph of SECTION It -WHO IS AN INSURED: No person or organization is an insured wlh respect to lhe conduct of any currenl ar past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that othetwise qualifies as an insured under Section II -Who Is An Insured. F. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The fallowing is added to SECTION I -WHO IS AN .. SURED: Any person or organization that is not otherwise an inslftd under this Coverage Part and lhat you have agreed In a written contract or agreement to include as an addilional Insured on this Coverage Part is an insLftd. bul only with respect to liablity for "bodtJ injury• or "properly damage· that •• Occun subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part. by 'J04II ac1s or omissions in the performance ol your ongoing operations to which that contract or CGDl170211 agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement. or the limits shown in the Declarations. whichever are less. G. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to Jiability for Nbodily injury• or •property damage'' that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor wilt be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration. testing. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container: (4) Any failure to make such inspections, adjustments. tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business. in connection with the distribution or sale of "your products .. : (5) Demonstration. installation. servicing or repair operations. except such operations COMMERCIAL GENERAL LIABILITY performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, after distribution or sale by you, have been labeted or relabeled or used as a container. part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products". or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury••. "property damage" or ''personal and advertising injury11 that arises out of: a. Such financial control~ or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. I. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured. but only with respect to its CG D4170219 C 2017 The Travelers Indemnity Company. All rights reserved. Page3 of 5 Includes copyrighted material of insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY liabillty as mortgagee, assignee. successor or receiver for •bodily i;Jry", "property damage'' or •pefSonal and advel1ising Injury• that: 1, Is 11bodily injwy" er "property damage" lhat occurs, er is ■personal and advertising injury" caused by an offense that is committed. subsequent to the signing of lhal ccntract or agreement: and t,, Arises out d the ownership, maintenance or use of the premises for 'Mlich that mortgagee, assignee, successor or receiver is required under that conlrad or agreement 10 be included as an additional insured on this Coverage Part. The insurance provided to such mongagee, assignee. successor or receiver is SIJ>ject ta the following provisions: 1. The 11m•s of inswance provided to such mortgagee, assignee. successor or receiver wr11 be the minimum limits that you agreed to provide In the written contract er agreement, er ttie lmils shewn in the Declarations, whidlever are less. b. The insurance provided 10 such person or organization does nol apply to: (1) Any "bodily lriury■ or "property damage'" that occurs, or any "'personat and advertising injury" caused by an offense lhal is committed, after such contract er agreement is no longer in effect: ar (2) NT/ "bodily injury', "property damage• or •personal and advertising Injury" arising out of any strudural alleralions. new construdion or demoltion operations pe,formed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED GOVERNIENTAL ENTITIES -PERr.lTS OR AUTHORIZATIONS RELATING TO PREMISES The foHowlng is added 1D SECTION n -WHO IS AN INSURED: Any govel'Mlental entily that has issued a permit « autharizatian with respect ID premises owned « occupied by, er rented er loaned to, you and that you are required by any crdinance, law, building code or wrlt1en contract or agreement to Include as an additional insured on this Coverage Part is an insured, bul only with respect 10 llabilty for •bodiy injury", "property damage• or •'personal and advertising qury' arising out of the existence. ownership, use, maintenance, repair, construcllon, erection or removal of any of the folowing for which ltiat governmental entity has issued such permit « authorization: advettising signs. awnings, canapies, cellar entrances, coal holes. driveways, mamoles, marquees, heist away openings, sidewalk vauls, etevators. stA!et banners or decorations. K. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING 10 OPER· ATIONS The falowing is added to SECTION II -WHO IS AN INSURED: Any govemmental entity that has issued a permit or authorization wtth respect to operations performed by you er on your behalf and that you are required by any ordinance, law, building code or written cOf1ract « agreement to include as an additional insured an lhls Coverage Part is an Insured, but only with respect to liabllty far •bodily fnjury", ''property damage• er "personal and adveltising injury" arising out d such operations. The insurance provided ta such goverrwnental entity does not apply to: a. Any "bodily injury■• •property damage■ or "personal and adveltlsklg inju,y" arising out d operations performed for the governmental ently: or b. Any ''badly irj,ry" or -property damage" included in the "products..compfeted operations hazard". L. MEDICAL PAVMEN1S -INCREASED LIMIT The following replaces Paragraph 7, of SECTION 11-LIMITS OF INSURANCE: 7. S\.tJject lo Paragraph 5, above, the Medical Expense Limit Is the most we wUI pay under Coverage C for all medical expenses because d •bodily l'l'Jry" sustained by any one person, and will be the ~r of: •· s10,000: or b. The amot.n shown In the Declarations d lhls Colletage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added 10 Paragraph I,, Transfer Of Rlghb Of Racov9fy Aplnll Olhers To ~ Df SECTION W -CO-.ERCIAL GENERAL UAIIUTV CONDITIONS~ If lhe insured has agreed in a contrad o, agreement to waive that lnsured's right cl recove,y against any person« organization, we Page4d5 C 2D17 The Tmallrs lndlffllllr Canipany. NI,_.........., CGIM118219 lndudes capyrlglllad mlllltal d lnlllranot S.Nal Office. Inc. ..-1a 119ffl11Hian. waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury'' or "property damage" that occurs; or b, "Personal and advertising injury" caused by an offense that is committed: subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITfONS Section: c. Any easement or license agreement: COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. 0. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D417 0219 C 2017 The Travelers Indemnity Company. All rights reaerved. Page 5 of 5 Includes copyrighted material of Insurance Services Office1 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 © 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1CA T4 74 02 16 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1.The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION ll – COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2.The following is added to Paragraph B.5., Other Insurance of SECTION IV – BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. 1PMJDZ#": COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM CA T4 37 02 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". © 2016 The Travelers Indemnity Company. All rights reserved . 1PMJDZ#": COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM CA T4 20 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT Page 1 of 3© 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. 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 the 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 cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS E. TRAILERS – INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while performing duties related to the conduct of your business. 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT I. WAIVER OF DEDUCTIBLE – GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION 1PMJDZ#": BLANKET ADDITIONAL INSURED BLANKET ADDITIONAL INSURED COMMERCIAL AUTO CA T4 20 02 15Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS – INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I – COVERED AUTOS: 1."Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1)The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a)$50,000; (b)The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3)If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4)A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5)This Coverage Extension does not apply to: (a)Any "auto" that is hired, rented or bor- rowed with a driver; or (b)Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT Paragraph C.1.b. of SECTION III – PHYSICAL DAMAGE COVERAGE is deleted. I.WAIVER OF DEDUCTIBLE – GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and (2)In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. COMMERCIAL AUTO CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 3 K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1)The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (2)Any: (a)Overdue lease or loan payments at the time of the "loss"; (b)Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c)Security deposits not returned by the les- sor; (d)Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e)Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. BLANKET WAIVER OF SUBROGATION COMMERCIAL AUTO This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM CA T3 40 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION Page 1 of 1© 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. 1PMJDZ#": THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:05/14/23 Policy Expiration Date:06/23/24 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:Policy Number: 72 WEC ZX9262 Effective Date: 06/23/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206 ANAHEIM CA 92807 We have the right to recover our payments from anyone liable for an injury 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 99 03 94 Printed in U.S.A. Process Date:05/14/23 Policy Expiration Date:06/23/24 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Endorsement Number:Policy Number: 72 WEC ZX9262 Effective Date: 06/23/24 Effective hour is the same as stated on the Information Page of the policy.Named Insured and Address:COMPLETE PAPERLESS SOLUTIONS LLC 5130 E LA PALMA AVE STE 206 ANAHEIM CA 92807 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. :t 26 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device. However, this Exclusion will not apply to INSURING CLAUSE 1 (SECTION F only). 62.Vacant premises in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days. 63.War arising directly or indirectly out of: a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or mounting to an uprising, military or usurped power; or b. any action taken in controlling, preventing, suppressing or in any way relating to a. above. 64.Website content accessibility arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content. 65.Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. CONDITIONS 1.What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy you must: a. notify the claims managers (in respect of cyber incidents, a telephone call to our cyber incident response line will constitute notification) as soon as is reasonably practicable and follow their directions. However, in respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only) this notification must be made no later than the end of any applicable extended reporting period; and b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). If you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). 1PMJDZ&4. ere 27 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 2.Additional insureds We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: a.you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of an act committed by you; and b. fully comply with CONDITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non- contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3.Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal, our liability for the claim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled. 4.Calculation of business interruption losses In respect of INSURING CLAUSES 2 (SECTION G only) and 5, in the event of a claim for any financial loss sustained by you, you must provide the claims managers with your calculation of the financial loss including. a. how the loss has been calculated and what assumptions have been made; and 1PMJDZ&4. 28 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 b. supporting documents including account statements, sales projections and invoices. If we are unable to agree with your calculation of the financial loss, we will appoint an independent expert agreed between you and us which will be paid for by us. If an independent expert cannot be agreed upon, one will be appointed by an arbitrator mutually agreed between you and us whose decision will be final and binding. Once an independent expert has been appointed, their calculation of any financial loss sustained by you will be final and binding. 5.Cancellation This Policy may be canceled with 30 days written notice by either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. 6.Continuous cover If you have neglected, through error or oversight only, to report an incident discovered by you that might give rise to a claim under this Policy during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, we will permit the matter to be reported under this Policy and we will indemnify you, provided that: a. the indemnity will be subject to the applicable limit of liability of the earlier Policy under which the matter should have been reported or the limit of liability, whichever is the lower; b.we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all of the terms and conditions of this Policy, other than a. above. 7.Cross liability and severability In respect of INSURING CLAUSE 3 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. 8.Establishing loss of contents If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. This may include confirmation that the incident was reported to the appropriate law enforcement authorities and details of any investigation they undertook. Cancellation This Policy may be canceled with 30 days written notice by either you or us. 1PMJDZ&4. 29 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 9.Extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), an extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy, claims first made against you during the period of the policy and reported to us during this extended reporting period. No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 10.Optional extended reporting period In respect of INSURING CLAUSES 1 (SECTIONS A, B, C, D, E, G and H only) and 3 (SECTION G only), if we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non-renewal date. This optional extended reporting period will cover claims first made against you and reported to us during this optional extended reporting period but only in respect of any claim arising out of any act, error or omission committed prior to the date of cancellation or non-renewal and subject to all others terms, conditions and exclusions of this Policy. If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non-renewal. The right to the optional extended reporting period will not be available to you where cancellation or non-renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non-renewal by us. 11.Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right we will not be liable to return any premium to you. However, this will not affect any claim under this Policy which has been previously notified to us. 12.Innocent non-disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non-disclosure or misrepresentation except where the non-disclosure or misrepresentation was reckless or deliberate. 13.Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS H and I only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS H and I only) and the employee has failed to meet these requirements then this Policy will only 1PMJDZ&4. 30 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 respond to provide excess coverage as though the requirements had been met, whereby you agree to pay all sums within and up to the required minimum limit. 14.Mergers and acquisitions If you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent financial statements, cover is automatically extended under this Policy to include the acquired entity as a subsidiary for a period of 45 days. We will consider providing cover for the acquired entity after the period of 45 days if: a.you give us full details of the entity within 45 days of its acquisition; and b.you accept any amendment to the terms and conditions of this Policy or agree to pay any additional premium required by us. In the event you do not comply with a. or b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acquired entity: a. whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c. that has experienced a cyber event in the 3 year period prior to its acquisition, if the cyber event cost more than the highest deductible of this Policy. If during the period of the policy you consolidate, merge with or are acquired by another entity then all coverage under this Policy will terminate at the date of the consolidation, merger or acquisition unless we have issued an endorsement extending coverage, and you have agreed to any additional premium and terms of coverage required by us. 15.Our rights of recovery If we make any payment under this Policy then you must maintain all of your rights of recovery in respect of this payment against any third party and make these available to us where possible. We will not exercise any rights of recovery against employees or the estates, heirs, legal representatives or assigns of any employee in the event of their death, incapacity, insolvency or bankruptcy unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by you. 1PMJDZ&4. 31 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 Any recoveries will be applied in proportion to the amounts paid by you and us in relation to the claim under this Policy. 16.Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 17.Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION B only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 18.Waiver of subrogation Notwithstanding CONDITION 15, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. 19.Choice of law and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the law firm stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The law firm stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The law Waiver of subrogation we agree to waive our rights of recovery against any third party if, y 1PMJDZ&4. 32 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2019 CFC Underwriting Ltd, All Rights Reserved Technology (US) v3.1 firm stated in the Declarations page is hereby designated as the firm to whom the above mentioned officer is authorized to mail such process or a copy thereof. 1PMJDZ&4.