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HomeMy WebLinkAboutJMG Security Systems Inc; 2024-04-18; PSA24-3428FACPSA24-3428FAC Access and Security System Preventative Maint. Svcs.City Attorney Approved Version 10/20/2023 Page 1 AGREEMENT FOR ACCESS AND SECURITY SYSTEM PREVENTATIVE MAINTENANCE SERVICES JMG SECURITY SYSTEMS, INC. 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 JMG Security Systems, Inc., a California corporation RECITALS A. City requires the services of a Contractor that is experienced in performing preventative maintenance, programming and repairs of ceiling/wall mounted security cameras and access-controlled radio-frequency identification readers. B. Contractor has the necessary experience in providing these services. C. Contractor 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: SCOPE OF WORK are , attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. TERM This Agreement will be effective for a period of three (3) years from the date first above written. COMPENSATION The total fee payable for the Services to be performed will be five thousand forty ($5,040) not-to-exceed one thousand six hundred eighty ($1,680) dollars per Agreement year. 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 CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the DocuSign Envelope ID: B8410652-589C-4FB7-B38B-0837AD75E6E7 18th April ("Contractor"). 1. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that defined in Exhibit "A and B" 2. 3. Services specified in Exhibit "A." 4. utilize the Owner's PSA24-3428FAC Access and Security System Preventative Maint. Svcs. City Attorney Approved Version 10/20/2023 Page 2 Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 5. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6. STATUS OF CONTRACTOR 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. 7. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct 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. - 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. 8. 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 DocuSign Envelope ID: B8410652-589C-4FB7-B38B-0837AD75E6E7 Contractor will perform the Services as an independent contractor and in pursuit of Contractor's attorney's 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 II II PSA24-3428FAC Access and Security System Preventative Maint. Svcs. City Attorney Approved Version 10/20/2023 Page 3 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 9. 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 Kevin Shotas Name Mike Trembly Title Safety Training Center Supervisor Title Project Manager Department Public Works Address 17150 New Hope Street, Suite 109 City of Carlsbad Fountain Valley, CA 92708 Address 1635 Faraday Ave Phone No. 800-900-4564 ext 316 Carlsbad, CA 92008 Email mtremblay@jmgsecurity.com Phone No. 442-339-5329 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. 10. 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 DocuSign Envelope ID: B8410652-589C-4FB7-B38B-0837AD75E6E7 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"; to City prior to City's execution of this Agreement. PSA24-3428FAC Access and Security System Preventative Maint. Svcs. City Attorney Approved Version 10/20/2023 Page 4 11. 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. 12. 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. 13. 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. 14. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 15. 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. 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. [signatures on following page] DocuSign Envelope ID: B8410652-589C-4FB7-B38B-0837AD75E6E7 PSA24-3428FAC Access and Security System Preventative Maint. Svcs. City Attorney Approved Version 10/20/2023 Page 5 CONTRACTOR JMG SECURITY SYSTEMS, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Gil Ledesma, VP of Sales & Marketing (print name/title) By: (sign here) (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 By: Assistant City Attorney DocuSign Envelope ID: 88410652-589C-4FB7-8388-0837AD75E6E7 PSA24-3428FAC Page 6 EXHIBIT SCOPE OF SERVICES JMG Security Systems, Inc. will perform annual preventative maintenance consisting of two service visits per year unless otherwise directed by the city project manager. Service visits will include a complete assessment of the functioning of all security cameras, video monitoring, and radio-frequency identification card reader systems located at the Carlsbad Safety Training Center, 5750 Orion Street, Carlsbad, California 92010. These services will include visual inspections, testing of equipment and software, and recommendations for repairs and upgrades based on the results of the preventative maintenance visits. Training Needs Identify any client training requirements. System Performance Ensure system is functioning as it was originally designed and installed. Test all devices and hardware for each system type. Software Updates Determine if any software updates are required. Install or schedule installation with the project manager. Equipment Updates Review system equipment and identify any that may be damaged or obsolete. Make recommendations for future replacements and upgrades as required to ensure system continues to function and parts are available for cost-effective repairs. Network Video Systems Checklist Check date, time, recording and playback operation on all recording equipment. Check monitors for picture quality and burn-in. Check all equipment and camera cable connections. Check camera focus and auto iris operation. Check camera direction view and pan, tilt, zoom operation. Clean housing and camera lens, monitors and control equipment. City will be responsible for providing lift equipment if equipment cannot be accessed by ladder. Check all controllers and equipment for proper operation, including DVR fan and cooling systems. Access Control Maintenance Checklist Check Client Back-up, alarm/transaction activity and hard drive capacity. Check all computer equipment connections. Test all door controllers and lock power supply batteries. Check all readers and locks for proper operation, clean as needed. Check all exit hardware and request to exit sensors for proper operation. General System Review Review facility and client operational changes that may require system additions or modifications. Recommend new technology or equipment that may improve the client's security. Preventative Maintenance Results and Reporting (Exhibit Provide written checklist and detailed report of service findings to city project manager. DocuSign Envelope ID: B8410652-589C-4FB7-B38B-0837AD75E6E7 • • • • • • • • • • • • • • • • • • • • "A" "B") PSA24-3428FAC Page 7 Total Systems to be Inspected Twenty-one (21) Radio-frequency identification readers Two (2) Pan-Tilt-Zoom cameras Seventeen (17) flush mounted wall cameras One (1) digital video recording system Year Services per Year Annual Service Cost 2024 2 $1,680 2025 2 $1,680 2026 2 $1,680 3-YEAR AGREEMENT TOTAL $5,040 DocuSign Envelope ID: B8410652-589C-4FB7-B38B-0837AD75E6E7 • • • • PSA24-3428FAC Page 8 DocuSign Envelope ID: 88410652-589C-4FB7-B38B-0837 AD75E6E7 EXHIBIT"B" uocu.:ii1gn cnve1ope 1u; C:. I ~..)00Ur"-U.JV.:>~Ul\l"'-DIOO-UUCI\V~r" f co I' '-ti SECURITY Preventative Maintenance Checklist SYSTEMS Our service is your security.~ Client: _______________ _ Database Review O Review 12 months prior service and/or alarm history. O Compare central station and panel data for aCaJracy. O Review emergency call lists. O Review dient special instructions and operating procedures. 0 Other: 'Tr.lining Needs O Identify any client training requirements. Account# ____ _ O Other=---------------·---------------------- System Performance D Ensure system is functioning as it was originally designed and installed. □ Test all devices per maintenance checklist for each system type. D Other: _____________ _ Software U dates □ Determine if any software updates are required and install or schedule them. D Other: ___________________________________ _ Equipment Updates O Review system equipment and identify any that may be damaged or obsolete. Make recommendations for future replacements. D Other:___ _ __ ------------------------------- Security System Maintenance Checklist D Check building and equipment for proper decals and yard signs. O Test all audible/visual devices. D Test all panel, power supply and other batteries. D Check all panel connections. D Visual inspection of all devices, conduit and junction boxes for damage. □ Test convnunication to the Central Station. D Inspect any devices as requested by client. D Clean all keypads, motion detectors and other applicable equipment. O Other: _____________________________________ _ Network Video Svstems Checldist1 □ Cheek date, time, recording· and playbaek operation on all recording equipment. D Check monitors for picture quality and bum-in. □ Check all equipment and camera cable connections. O Check camera focus and auto iris operation. O Check camera direction view and pan, tilt, zoom operation. D Clean housing and camera lens, monitors and control equipment Lift fees additional if necessary. D Check all controllers and equipment for proper operation, including DVR fan and cooling. D Other: ___________________________________ _ Access Control Maintenance Checklist D Check Client Back-up, alarm/transaction activity and hard drive capacity. O Check all computer equipment connections. D Test all controller and lock power supply batteries. □ Check all readers and lockS for proper operation, clean as needed O Cheek all exit hardware and request to exit sensors for proper operation. □ Other: _____________________________________ _ General System Review □ Review faciUty and client operational changes that may require system additions or modifications. O Recommend new technology or equipment that may improve the client's security. □ Other: _________________ _ Preventative Maintenance Results □ Testing completed. System in working order at time of testing -no additional service required. □ Service needed as follows: ___________________________ _ □ Repairs completed □ JMG will call to schedule □ Client will call to schedule □ Other Recommendations: Client acknowledges that the above testing has been completed in its entirety and any service issues found have been listed above, reviewed with client and, any service necessary has been performed and/or scheduled per client request. As applicable, under separate agreement. fire alarm systems are tested in accordance to NFPA standards. JMG.Jn:s~cJor ~ Print Name Signature JMG 113 Rav. (6116) Date Print Name Signature 17l50 Ncwhopc St .. Suite )09 • Fountain \/'Jllcy, CA 92708 • Tel: 800.9QMS64 • Fu: (7l4) S45-0352" www.jrngsccurity.com Alllnn License AC03 759 • Cotitr.ictoJ:i; License 575070 WhiH:-Officc Pink -Client Date 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 THISCERTIFICATE 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 OCCURRENCE DAMAGE 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 7/31/2023 ERM Insurance Brokers LLC111 Corporate Drive, #200Ladera Ranch CA 92694 Lorena Casallas 949-222-0444 949-222-0445 lorena@erminsurance.com License#: 0M63276 Philadelphia Indemnity Ins Co 18058 JMGSECU-02 Hartford Fire Insurance Co 19682JMG SECURITY SYSTEMS, INC.17150 Newhope #109Fountain Valley CA 92708 Ohio Security Insurance Co.24082 Clear Blue Specialty Insurance 37745 Pacific Compensation Insurance 11555 1762250412 A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X Y Y PHPK2585421 8/1/2023 8/1/2024 2,000,000 Deductible $1,000 D 1,000,000 X X X BW03-STR-2300229-00 8/1/2023 8/1/2024 A X X 6,000,000PHUB8756508/1/2023 8/1/2024 X 10,000 E X Y Y 1027893 8/1/2023 8/1/2024 1,000,000 1,000,000 1,000,000 ABC Errors & OmissionsEmployees DishonestyLeased/rented equipment PHPK258542151BDDIE1561BKS (23) 56 18 76 57 8/1/20238/1/202310/20/2022 8/1/20248/1/202410/20/2023 LimitDeductible $2,500Deductible $500 1,000,000Limit $100,000Limit $75,000 Certificate holder is additional insured per PI-GL-016 (09/15) and PI-GLD-SG (10/13) includes waiver of subrogation, and primary and non-contributory perPI-GL-005 (07/12), project aggregate PI-GL-011 (07/14); work compensation waiver of subrogation.Endorsements apply only as required by current written contract on file City of Carlsbad/CMWD c/o EXIGIS InsuranceCompliance ServicesPO Box 4668-ECM #35050New York NY 101634668 DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ :..... c; ~ :2) I Policy Number: PHPK2585421DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GL-016 (09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization who is an owner, lessee or contractor, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. PI-GL-016 (09/15) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with permission Policy Number: PHPK2585421DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GLD-SG (10/13) A. Damage to Premises Rented to You 1. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word fire is changed to fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in: a. The last paragraph of SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; b. SECTION Ill -LIMITS OF INSURANCE, Paragraph 6.; and c. SECTION V -DEFINITIONS, Paragraph 9.a. 2. If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the words fire insurance are changed to insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems where it appears in SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance. 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: a. $1,000,000; or b. The amount shown in the Declarations as the Damage to Premises Rented to You Limit. This is the most we will pay for all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. B. Watercraft SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g. Aircraft, Auto Or Watercraft does not apply to security services performed on or about watercraft. C. Medical Payments -Limit Increased, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all of the terms of SECTION Ill -LIMITS OF INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. Under SECTION I -COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, Paragraph a., Item (b) is amended to read: provided that: (b) The expenses are incurred and reported to us within three years of the date of the accident; and Page 2 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GLD-SG (10/13) D. Supplementary Payments In the SUPPLEMENTARY PAYMENTS-COVERAGES A AND B provision, Items 1.b. and 1.d. are amended as follows: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. E. Employee Indemnification Defense Coverage In the SUPPLEMENTARY PAYMENTS -COVERAGES A AND B provision, the following is added: We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $15,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits." F. Who is an Insured SECTION II -WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part, Paragraph 3.a. is changed to read: a. Coverage under this provision is afforded until the end of the policy period; 2. Each of the following is also an insured: a. Broadened Named Insured -Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance. b. Managers and Supervisors -If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. c. Managers, Landlords, or Lessors of Premises -Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. Page 3 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GLD-SG (10/13) d. Lessors of Leased Equipment -Automatic Status When Required in Lease Agreement With You -Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or organization is an insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. e. Grantors of Permits -Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. f. Blanket Additional Insureds by Contract-Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 4 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GLD-SG (10/13) (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (2) "Bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. G. Limited Rental Lease Agreement Contractual Liability The following is added to SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. H. Transfer of Rights of Recovery Against Others To Us As a clarification, the following is added to SECTION IV -COMMERCIAL GENERAL LIABLITY CONDITIONS, Paragraph 8. Transfer of Rights of Recovery Against Others To Us: Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made in a written contract. I. Duties in the Event of Occurrence, Offense, Claim or Suit 1. When you report an "occurrence" (coverage for which is provided by this policy) to your compensation insurance carrier, and this "occurrence" later develops into a liability claim, failure to report such "occurrence" to us at the time of such "occurrence" shall not be deemed in violation of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit. This is upon the distinct understanding and agreement however, that you, the insured, as soon as made aware that this particular "occurrence" is a liability case, rather than a compensation case shall give us notification immediately. 2. The requirement in Condition 2.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we are notified as soon as practicable of an "occurrence" or an offense, applies only when the "occurrence" or offense is known to: Page 5 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GLD-SG (10/13) a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. 3. The requirement in Condition 2.b. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; or c. An "executive officer" or insurance manager, if you are a corporation. J. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance upon your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. K. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. L. Bodily Injury -Mental Anguish SECTION V -DEFINITIONS, Paragraph 3. is changed to read: "Bodily injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. M. Assault and Battery with Extended Property Damage SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to: Page 6 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GLD-SG (10/13) (1) "Bodily injury" or "property damage" resulting from the use of physical force to protect persons or property; or (2) Allegations of vicarious liability on the part of a Named Insured arising solely from the acts of your "employees." However, acts of your "employees" shall not include theft. N. Errors and Omissions Coverage 1. SECTION I -COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is amended by adding the following: ERRORS AND OMISSIONS This insurance applies to negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 2. SECTION I -COVERAGES, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY is amended by adding the following: ERRORS AND OMISSIONS The insurance that applies to "personal injury" includes negligent acts, errors or omissions committed by you relating to your services described in the Declarations. 3. SECTION I -COVERAGES is amended by adding the following: COVERAGE D -ERRORS AND OMISSIONS LIABILITY a. Insuring Agreement (1) We will pay those sums that the insured becomes legally obligated to pay as damages because of errors or omissions committed by you relating to your services described in the Declarations. However, we will have no duty to defend the insured against any "suit" seeking damages for errors or omissions committed by the insured to which the insurance does not apply. We will have the right and duty to defend any "suit" seeking those damages. We may, at our discretion, investigate any claim or "suit" that may result. But: (a) The amount we will pay for damages is limited as described in SECTION Ill -LIMITS OF INSURANCE; and (b) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A, B, or D, or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under SUPPLEMENTARY PAYMENTS-COVERAGES A, B, ANDO. (2) This insurance applies only if the error or omission occurs during the policy period. b. Exclusions This insurance does not apply to: Page 7 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 (1) "Bodily injury" or"property damage"; (2) "Personal and advertising injury"; PI-GLD-SG (10/13) (3) Intentional injury, nor injury arising out of willful violation of a penal statute or ordinance, committed by or with the knowledge or consent of the insured; (4) Any claim seeking relief or redress in any form other than monetary damages; (5) Any claim arising out of any insured's activities, or as a fiduciary, under the Employment Retirement Income Security Act of 1974, any amendments or any regulation or order issued thereto; (6) Any claim arising from warranties or guarantees made by any insured; (7) Liability assumed by the insured under any contract or agreement. This exclusion does not apply to liability for damages: (a) That the insured would have in the absence of the contract or agreement; or (b) Assumed in a contract or agreement that is an insured contract; (8) Liability arising from any fraudulent, dishonest, or criminal act of any insured; (9) Liability arising from a claim made by a parent or subsidiary organization of the insured or another subsidiary organization of such parent or other subsidiary, nor any officer, director or "employee" of any of the above; and (10) Any claim alleging, arising out of, resulting from, based upon or in consequence of, directly or indirectly, any employment practices or any discrimination against any person or entity on any basis; additionally, any actual or alleged violation of the Fair Labor Standards Act or any similar law or regulation applicable to the payment of wages or overtime. (11) Liability arising directly or indirectly out of any action, error or omission that violates or is alleged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (b) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. c. SUPPLEMENTARY PAYMENTS -COVERAGES A AND Bis amended to read SUPPLEMENTARY PAYMENTS -COVERAGES A, B, AND D Page 8 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 d. SECTION Ill -LIMITS OF INSURANCE is amended as follows: (1) Item 2. is replaced by the following: PI-GLD-SG (10/13) 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; c. Damages under Coverage B; and d. Damages under Coverage D. (2) Item 5. is replaced by the following: 5. Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C, because of all "bodily injury" and "property damage" arising out of any one "occurrence"; and c. Damages under Coverage D. e. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance is amended as follows: (1) The first paragraph is replaced by the following: If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A, B, or D of this Coverage Part, our obligations are limited as follows: (2) Paragraph b. Excess Insurance, Item (2) is replaced by the following: When this insurance is excess, we will have no duty under Coverages A, B, or D to defend the insured against any claim or "suit" if any other insurer has a duty to defend the insured against that claim or "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 0. Incidental Medical Malpractice We will pay for injury arising out of the rendering of or failure to render the following treatment or services by an "employee" for an accident occurring during the policy period: 1. First aid treatment including cardiopulmonary resuscitation (CPR); and Page 9 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GLD-SG (10/13) 2. Medical, surgical, dental, x-ray, or nursing service or treatment, or the furnishing of food or beverages in connection therewith; and the furnishing or dispensing of drugs, or medical, dental, or surgical supplies or appliances. However, this coverage does not apply to any insured or to any entity engaged in the business or occupation of providing the services or treatments described in 1. and 2. above. Page 10 of 10 © 2013 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. 8-1-2023 DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 PI-GL-005 (07/12) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization (Additional Insured): Blanket where required by written and signed contract. Effective Date: SECTION II -WHO IS AN INS __ tED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional lnsured's limits of insurance do not increase our limits of insurance, as described in SECTION Ill -LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: B8410652-5B9C-4FB7-B38B-0837AD75E6E7 CopperPointN Insurance Companies